HOLDING COMPANY REORGANIZATION AGREEMENT





         HOLDING COMPANY REORGANIZATION AGREEMENT ("Agreement"), dated as

of July 1, 2001, by and among USX Corporation, a Delaware corporation ("Old

USX"), USX HoldCo, Inc., a Delaware corporation and wholly owned subsidiary

of Old USX, to be renamed "USX Corporation" ("USX"), and United States

Steel LLC, a Delaware limited liability company and wholly owned subsidiary

of USX ("SteelCo").



                            W I T N E S S E T H:



         WHEREAS, Old USX is a diversified company principally engaged in the

energy business and the steel business;



         WHEREAS, pursuant to the Restated Certificate of Incorporation of

Old USX (the "Restated Certificate"), the businesses of Old USX are divided

between two groups, the U. S. Steel Group and the Marathon Group (each, as

defined in the Restated Certificate);



         WHEREAS, Old USX has outstanding two classes of common stock,

USX-Marathon Group Common Stock, par value $1.00 per share ("Marathon Group

Shares"), which is intended to reflect the performance of the Marathon

Group, and USX-U. S. Steel Group Common Stock, par value $1.00 per share

("U. S. Steel Group Shares"), which is intended to reflect the performance

of the U. S. Steel Group;



         WHEREAS, Old USX has outstanding one series of preferred stock,

without par value, designated as 6.50% Cumulative Convertible Preferred

Stock ("6.50% Preferred Shares");



         WHEREAS, the Board of Directors of Old USX (the "Board") has

determined that it is advisable and in the best interests of Old USX and its

stockholders to implement a holding company structure by merging Old USX

with and into SteelCo (the "HoldCo Merger"), subject to the terms and

conditions hereof, and pursuant to Section 251(g) of the General

Corporation Law of the State of Delaware (as amended from time to time, the

"DGCL") and Section 18-209 of the Delaware Limited Liability Company Act

(as amended from time to time, the "DLLCA"), with SteelCo continuing as the

susviving entity and a wholly owned subsidiary of USX, so that, immediately

following the HoldCo Effective Time (as defined herein), USX will be a

holding company that owns all of the outstanding equity of Marathon (which

shall own and operate the business of the Marathon Group) and SteelCo

(which shall own and operate the business of the U. S. Steel Group);



         WHEREAS, the Board has determined that the HoldCo Merger will

align the liabilities and risks of the business of the Marathon Group and

the U. S. Steel Group with the company responsible for such liabilities and

risks;



         WHEREAS, the Board has, in light of and subject to the terms and

conditions set forth herein, (i) determined that the HoldCo Merger is

advisable and in the best interests of Old USX and the holders of each of

the Marathon Group Shares and the U. S. Steel Group Shares and (ii)

approved and declared the advisability of this Agreement and the

transactions contemplated hereby, including, without limitation, the HoldCo

Merger;



         WHEREAS, the board of directors of SteelCo has approved and

declared the advisability of this Agreement and the transactions

contemplated hereby, including, without limitation, the HoldCo Merger;



         WHEREAS, it is the intention of the parties hereto that the

transactions contemplated by this Agreement shall be a tax-free

reorganization under Section 368 of the Internal Revenue Code of 1986, as

amended (the "Code"), and the rules and regulations promulgated thereunder;

and



         WHEREAS, the parties hereto desire to make certain covenants and

agreements and to allocate certain assets, liabilities and obligations in

connection with the HoldCo Merger and the other transactions contemplated

by this Agreement (collectively, the "Transactions") and to prescribe

various conditions to the Transactions.



         NOW, THEREFORE, in furtherance of the foregoing and in

consideration of the mutual promises and undertakings contained herein and

in any other document executed in connection with this Agreement, the

parties agree as follows:





                                 ARTICLE I



                                DEFINITIONS



                  Section 1.1 General. For the purposes of this Agreement,

the following terms shall have the meanings set forth below:



                           (a) "Action" shall mean any action, claim

(whether or not filed), suit, arbitration, inquiry, demand, proceeding or

investigation.



                           (b) "Applicable Law" shall mean, with respect to

any Person, all statutes, laws, ordinances, rules, orders and regulations

of any Governmental Authority applicable to such Person or its business,

properties and assets.



                           (c) "Cash" shall mean cash on hand, all other

cash in any bank, savings or similar accounts at any financial institution,

and checks, drafts and similar instruments and any bonds or similar

marketable securities, certificates of deposit, commercial paper,

eurodollar deposits and any other cash equivalents, held in the name of or

for the account of Old USX.



                           (d) "Contract" shall mean any contract,

agreement, lease, license, sales order, purchase order, instrument or other

commitment, written or oral.



                           (e) "Disclosure Letter" shall mean the letter,

dated as of the date hereof, delivered by Old USX to the other parties

hereto, as the same may be amended or supplemented from time to time in a

document signed by all parties hereto.



                           (f) "Employee Arrangements" shall mean all

employment or consulting agreements or arrangements, all severance or

change in control agreements or arrangements and all other agreements or

arrangements with respect to the employment and termination of employment

of any employee, officer or director (other than any Employee Benefit

Plan).



                           (g) "Employee Incentive Plans" shall mean all

incentive compensation, stock award, stock option or stock purchase plans

and equity compensation arrangements.



                           (h) "Governmental Authority" shall mean any

foreign, federal, state or local government, court, agency or commission or

other governmental or regulatory body or authority.



                           (i) "Group" shall mean the Marathon Group and/or

the U. S. Steel Group, as the case may be.



                           (j) "Joint Insurance Arrangements" shall mean

the insurance policies and Contracts of Old USX existing at the HoldCo

Effective Time and/or prior thereto that are (i) owned or maintained by or

on behalf of Old USX or any of its predecessors and that relate to both (a)

the U. S. Steel Group assets, business and/or Liabilities and (b) the

Marathon Group assets, business and/or Liabilities, and (ii) are listed in

Section 2.1(b)(iv) of the Disclosure Letter.



                           (k) "Liability" shall mean, with respect to any

Person, except as otherwise expressly provided herein, any direct or

indirect liability (whether absolute, accrued or unaccrued, contingent,

liquidated or unliquidated, matured or unmatured or known or unknown),

indebtedness, obligation, expense, claim, deficiency, guarantee or

endorsement of or by such Person (including, without limitation, those

arising under any Applicable Law or Action or under any award of any court,

tribunal or arbitrator of any kind, and those arising under any Contract).



                           (l) "Marathon" shall mean Marathon Oil Company,

an Ohio corporation and a wholly owned subsidiary of Old USX.



                           (m) "Marathon Insurance Arrangements" shall mean

the insurance policies and Contracts of Old USX existing immediately prior

to the HoldCo Effective Time which are owned or maintained by or on behalf

of Old USX or any of its predecessors and which relate only to the assets,

business and/or Liabilities of the Marathon Group.



                           (n) "Person" or "Persons" shall mean and include

any individual, partnership, joint venture, corporation, association, joint

stock company, limited liability company, trust, unincorporated

organization or similar entity.



                           (o) "SEC" shall mean the United States

Securities and Exchange Commission.



                           (p) "Subsidiary" shall mean, with respect to any

Person, each corporation, partnership, limited liability company or other

legal entity of which such Person owns, either directly or indirectly, 50%

or more of the stock or other equity interests the holders of which are

generally entitled to vote for the election of the board of directors or

similar governing body of such corporation, partnership, limited liability

company or other legal entity.



                           (q) "USX Corporate Assets" shall mean assets

owned or leased by Old USX at the HoldCo Effective Time and which are not

designated in the accounting records of Old USX as being solely

attributable to either Group. Without limiting the foregoing, USX Corporate

Assets shall include those assets listed in Section 1.1(q) of the

Disclosure Letter.



                           (r) "USX Corporate Bank Accounts" shall mean the

bank and other accounts listed in Section 1.1(r) of the Disclosure Letter.



                           (s) "USX Corporate Employees" shall mean all

persons employed by Old USX at the HoldCo Effective Time who are designated

in the payroll records of Old USX as employees of USX headquarters.



                           (t) "USX Corporate Liabilities" shall mean the

Liabilities of Old USX as of the HoldCo Effective Time which are either (i)

listed in Section 1.1(t) of the Disclosure Letter, or (ii) which are

reflected in the accounting records of Old USX and are not attributed in

such records solely to either Group.



                           (u) "USX Employee Arrangements" shall mean the

Employee Arrangements to which Old USX is a party listed in Section 1.1(u)

of the Disclosure Letter.



                           (v) "USX Employee Incentive Plans" shall mean

all Employee Incentive Plans sponsored by Old USX or to which Old USX is a

party that are listed in Section 1.1(v) of the Disclosure Letter.



                           (w) "USX Trademark" shall mean the mark "USX" in

word form and all variations of the foregoing, including the registration

listed in Section 1.1(w) of the Disclosure Letter.



                  Section 1.2  Other Definitional Provisions.



                           (a) The words "hereof", "herein", "hereunder"

and words of similar import, when used in this Agreement, shall refer to

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