FORM OF EXCHANGE AGENT AGREEMENT

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The Bank of New York

101 Barclay Street, Floor 21 West

New York, New York 10286

Attention:  Corporate Trust Administration



Ladies and Gentlemen:



          United States Steel LLC, a Delaware limited liability company (the

"Company"), proposes to offer up to $365 million aggregate principal amount of

__% Senior Quarterly Income Debt Securities (SQUIDSSM) due 2031 (the "New

Securities") in exchange (the "Exchange Offers") for an equal face amount of

6.50% Cumulative Convertible Preferred Stock of USX Corporation, 6.75%

Convertible Quarterly Income Preferred Securities of USX Capital Trust I, and

8.75% Cumulative Monthly Income Preferred Shares, Series A, of USX Capital LLC

(collectively, the "Old Securities").  The terms and conditions of the Exchange

Offers as currently contemplated are set forth in a prospectus, dated

___________ (the "Prospectus"), and the related Letters of Transmittal proposed

to be distributed to all record holders of the Old Securities.  The Old

Securities and the New Securities are collectively referred to herein as the

"Securities".



          The Company hereby appoints The Bank of New York to act as exchange

agent (the "Exchange Agent") in connection with the Exchange Offers.  References

hereinafter to "you" shall refer to The Bank of New York.



          The Exchange Offers are expected to be commenced by the Company on or

about _____________.  The Letters of Transmittal accompanying the Prospectus (or

in the case of book-entry securities, the Automated Tender Offer Program

("ATOP") of DTC (as defined below)) is to be used by the holders of the Old

Securities to tender their Old Securities in the Exchange Offers.  The

Prospectus and Letters of Transmittal contain instructions with respect to the

tender of Old Securities in the Exchange Offers.



          The Exchange Offers shall expire at 5:00 p.m., New York City time, on

_________ or on such subsequent date or time to which the Company may extend the

Exchange Offers (the latest time and date to which the Exchange Offers are

extended are referred to herein as the "Expiration Date").  Subject to the terms

and conditions set forth in the Prospectus, the Company expressly reserves the

right to extend the Exchange Offers from time to time and may extend the

Exchange Offers by giving oral (promptly confirmed in writing) or written notice

to you before 9:00 a.m., New York City time, on the business day following the

previously scheduled Expiration Date.

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          The Company expressly reserves the right, in its sole discretion, to

(1) delay accepting any validly tendered Old Securities of any series, or (2)

terminate or amend the Exchange Offers, by giving oral or written notice of such

delay (any such oral notice to be promptly confirmed in writing), termination or

amendment to the Exchange Agent.  Any such delay in acceptance, termination or

amendment will be followed as promptly as practicable by a public announcement

thereof.



          In addition, the Exchange Offers are subject to a number of conditions

precedent which are specified in the Prospectus under the caption "The Exchange

Offers -- Conditions Precedent to the Exchange Offers."



          In carrying out your duties as Exchange Agent, you are to act in

accordance with the following instructions:



          1.  You will perform such duties and only such duties as are

specifically set forth in the section of the Prospectus captioned "The Exchange

Offers" or as specifically set forth herein; provided, however, that in no way

will your general duty to act in good faith be discharged by the foregoing.



          2.  You will establish book-entry accounts with respect to each series

the Old Securities (the "Accounts") at The Depository Trust Company ("DTC") for

purposes of receiving tenders of Outstanding Securities in the Exchange Offers

within two business days after the date of the Prospectus, and any financial

institution that is a participant in DTC's systems may make book-entry delivery

of the Old Securities by causing DTC to transfer such Old Securities into such

Accounts in accordance with DTC's procedure for such transfer.



          3.  You are to examine each of the Letters of Transmittal and

certificates for Old Securities (or confirmation of book-entry transfer into

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