Preview | Company Shareholder Support Agreement |

COMPANY SHAREHOLDER SUPPORT AGREEMENT, dated as of October 24, 2004 (this Agreement), among Ispat International N.V., a company organized under the laws of The Netherlands (Parent), and each of the stockholders whose names appear on the signature pages of this Agreement (each, a Stockholder and, collectively, the Stockholders).

WHEREAS, as of the date hereof and except as noted on Exhibit A hereto, each Stockholder represents and warrants to Parent that such Stockholder owns of record and beneficially and has good, valid and marketable title to, subject to Section 3.01, free and clear of any Lien, proxy, voting restriction, limitation on disposition, adverse claim of ownership or use or encumbrance of any kind, other than pursuant to this Agreement, and has the sole power to vote and full right, power and authority to sell, transfer and deliver, the number of shares of common stock, par value $0.01 per share (Company Common Stock), of the Company, as set forth opposite such Stockholders name on Exhibit A hereto (all such shares of Company Common Stock being referred to herein as the Shares);

WHEREAS, Parent, Park Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub), and the International Steel Group Inc., a Delaware corporation (the Company), propose to enter into, simultaneously herewith, an Agreement and Plan of Merger (the Merger Agreement; terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement), a draft of which has been made available to each Stockholder, which provides, upon the terms and subject to the conditions thereof, for the merger of the Company with Merger Sub (the Merger); and

WHEREAS, Parent has required that Stockholders enter into this Agreement as a condition to Parent entering into the Merger Agreement;

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein and in the Merger Agreement, and intending to be legally bound hereby, each Stockholder for himself individually and severally only, hereby agrees as follows:

Section 1.01. Grant of Proxy. (a) On the terms and subject to the conditions hereof, each Stockholder, by this Agreement, with respect to such Stockholders Shares, hereby grants an irrevocable proxy to Parent (and agrees to execute such documents or certificates evidencing such proxy as Parent may reasonably request) to vote, at any meeting of the stockholders of the Company, and in any action by written consent of the stockholders of the Company, all of such Stockholders Shares and any other shares of Company Common Stock of which ownership of record or the power to vote is hereafter acquired by the Stockholders prior to the termination of this Agreement (i) in favor of the approval and adoption of the Merger Agreement and approval of the Merger and all other transactions contemplated by the Merger Agreement and this Agreement, (ii) against any action, agreement or transaction (other than the

Merger Agreement or the transactions contemplated thereby) or proposal (including any Competing Transaction) that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or that could result in any of the conditions to the Companys obligations under the Merger Agreement not being fulfilled, and (iii) in favor of any other matter necessary to the consummation of the transactions contemplated by the Merger Agreement that is considered and voted upon by the stockholders of the Company. Each Stockholder further agrees to cause such Stockholders Shares (and such other shares) to be voted in accordance with the foregoing. THIS PROXY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreement. Notwithstanding any other provision hereof, upon the earlier to occur of (A) the Effective Time and (B) the termination of the Merger Agreement, (regardless of the circumstances (including whether or not there is a dispute as to whether such termination was in accordance with the Merger Agreement)) the foregoing proxy will terminate automatically and without further action.

(a) Each Stockholder agrees to promptly notify Parent and the Company of the number of any new Shares or any other securities of the Company acquired by such Stockholder, if any, after the date hereof.

ARTICLE II

THE OPTION

Section 2.01. Option Premium Payment. (a) Within one Business Day after Stockholder provides written notice of wire transfer instructions to Parent, Parent shall pay to each Stockholder by wire transfer in immediately available funds to the account set forth in such notice an amount in cash equal to $3.50 (the Option Premium) multiplied by the number of Shares held by such Stockholder as set forth in Exhibit A (the Aggregate Option Premium with respect to such Stockholder).

(b) Upon termination of the Merger Agreement by Parent pursuant to Section 8.01(b) or 8.01(g) resulting solely from a failure of the condition to the closing of the Merger Agreement set forth in Section 7.02(a) and 7.02(b) to be satisfied, each Stockholder shall refund his Aggregate Option Premium to Parent and the Option Premium payment will be deemed rescinded.

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