Fairfield Works (Fairfield, AL) Sublease and Assignment - USX Holdco Inc. and United States Steel LLC


                            SUBLEASE AND ASSIGNMENT

     THIS SUBLEASE, effective as of July 2, 2001 (this "Sublease"), between USX
HoldCo, Inc. a Delaware corporation ("USX") and United States Steel, LLC, a
Delaware limited liability company ("USS").

                             W I T N E S S E T H:

     WHEREAS, USX is the lessee under that certain Lease Agreement dated as of
December 1, 1988 (the "Lease") between Meridian Trust Company as Owner Trustee
and Lessor and USX regarding Continuous Slab Caster at USX Corporation's
Fairfield Works in Fairfield, Alabama; and

     WHEREAS, the parties intend that USS operate the Facility.

     NOW, THEREFORE, the parties hereto, in consideration of the premises, the
covenants herein set forth, and intending to be legally bound, agree as
follows:
     
          1.   USX hereby subleases the Facility to USS on the same terms and
     conditions set forth in the Lease. USS shall have, with respect to USX, all
     the rights, duties and obligations of the Lessee under the Lease, and USX
     shall have, with respect to USS, all the rights, duties and obligations of
     Owner Trustee under the Lease.

          2.   USX hereby assigns its rights and interests under the Facilities 
     Agreement and every other Operative Document to USS.

          3.   Notwithstanding the foregoing, this Sublease and Assignment does
     not release USX from any of its responsibilities under the Operative
     Documents.

          4.   This Sublease is expressly subject and subordinate to the Lease 
     and Lessor's right thereunder.

          5.   Capitalized terms used in this Sublease that are not otherwise 
     defined shall have the meanings given to them in the Lease.

     WITNESS the due execution hereof as of the date first written.

USX Holdco, Inc.                             United States Steel, LLC

By: /s/ R M. Stanton                         By:  /s/ R M. Stanton
   -------------------------                    ---------------------------
     Robert M. Stanton                               Robert M. Stanton
     President                                       President