UNITED STATES STEEL CORP
SUPPLEMENTAL THRIFT PROGRAM
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<TYPE>EX-10.F
<SEQUENCE>13
<FILENAME>dex10f.txt
<DESCRIPTION>SUPPLEMENTAL THRIFT PROGRAM
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Exhibit 10(f)

           United States Steel Corporation Supplemental Thrift Program
           -----------------------------------------------------------
                        Amended Effective January 1, 2002
                        ---------------------------------

1.   Purpose
     -------

The purpose of this program is to compensate individuals for the loss of Company
matching contributions under the United States Steel Corporation Savings Fund
Plan for Salaried Employees ("Savings Plan") that occurs due to certain limits
established under the Internal Revenue Code ("Code") or that are required under
the Code. The term "Corporation" shall mean United States Steel Corporation and
any other company that is a participating employer in the Savings Plan.

2.   Eligibility
     -----------

Except as otherwise provided herein, an individual is a "Member" of the United
States Steel Corporation Supplemental Thrift Program (the "Program") if he or
she is an employee of the Corporation who is eligible to participate in the
Savings Plan and either (a) is a member of the Executive Management Group, or
(b) is not permitted to make contributions to the Savings Plan at least equal to
the maximum rate of matching Company contributions applicable to his service
because of the limitations of the Code.

3.   Amount of Benefits
     ------------------

With respect to a month in which a Member's ability to either:
(a)  save on both a pre-tax and after-tax basis under the Savings Plan at a rate
     at least equal to the maximum rate of matching Company contributions
     applicable to his service is restricted by law (including the limitations
     under Code sections 401(a)(17), 401(k), 402(g), and 415), or

(b)  save on an after-tax basis under the Savings Plan at a rate at least equal
     to the maximum rate of matching Company contributions applicable to his
     service is restricted by Code section 401(m),

the full matching Company contributions which would otherwise have been
deposited into the Savings Plan on behalf of the Member will be credited for
such month to the Member's account under the Program (regardless of the Member's
rate of savings under the Savings Plan).

Beginning January 1, 2002, the amount to be credited to a Member's account in
the Program (book entry only) will be credited in the same manner as if the
amount had been deposited in the Savings Plan for investment in United States
Steel Corporation Common Stock. In addition, amounts credited to a Member's
account (book entry only) as of December 31, 2001 relating to USX-U.S. Steel
Group Common Stock and USX-Marathon Group Common Stock, respectively, will
continue to be held in such accounts as amounts relating to United States Steel
Corporation Common Stock and Marathon Oil Corporation Common Stock,
respectively. Except as otherwise provided, the rules under the Savings Plan for
determining service for eligibility and vesting, Corporation stock values, share
determination, beneficiary designation, and vesting will be applicable under
this Program.

4.   Form of Benefit
     ---------------

     a.   Lump Sum Distribution
          ---------------------

          A Member shall receive a lump sum distribution of the benefits payable
          under this Program upon the Member's (a) termination of employment
          with five or more years of continuous service, (b) termination of
          employment prior to attaining five years of continuous service with
          the consent of the Corporation, or (c) pre-retirement death. Except as
          provided in section 5e., benefits provided by this Program shall be
          paid by the Corporation in cash out of the general assets of the
          Corporation.

          In the event a Member dies prior to retirement (or after retirement
          but prior to receiving the benefits credited to his account under the
          Program), the benefits will be paid to the Member's surviving spouse
          (or to the Member's estate, if there is no surviving spouse) in the
          form of a lump sum distribution.

     b.   Deferral of Lump Sum Distribution
          ---------------------------------

          A Member may elect, prior to retirement and in writing to the
          administrator of the Program, to receive such lump sum distribution
          either:
               (i)  in full on February 1 of the year following the year in
                    which the Member retires, or

               (ii) in three annual installments with the first annual
                    installment payable within 90 days following the Member's
                    date of retirement and the succeeding installments payable
                    on the next two anniversaries of the first payment date.

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          Interest would accrue and be payable on the balance due using the
          interest rate earned within the Group Interest Fund under the Savings
          Plan during the period of the deferral.

          Subject to a 2% penalty, the Member may elect to accelerate the
          payment of all remaining installments to a date prior to the scheduled
          date. If such an election is made, the accelerated payment would be
          reduced by an amount equal to 2% of the amounts accelerated (including
          interest). Such an election for acceleration of any balance due will
          be valid only if it is filed in writing with the administrator at
          least 20 days prior to the date payment is requested.

5.   General Provisions
     ------------------

     a.   Administration
          --------------

          The Vice President-Administration, United States Steel and Carnegie
          Pension Fund, is responsible for the administration of this Program.
          The administrator shall decide all questions arising out of and
          relating to the administration of this Program. The decision of the
          administrator shall be final and conclusive as to all questions of
          interpretations and application of the Program.

     b.   Amendment or Termination of Program
          -----------------------------------

          The Corporation reserves the right to make any changes in this Program
          or to terminate this Program as to any or all groups of employees
          covered under this Program, but in no event shall such amendment or
          termination adversely affect the benefits accrued hereunder prior to
          the effective date of such amendment or termination. Any amendment to
          this Program which changes this Program (including any amendment which
          increases, reduces or alters the benefits of this Program) or any
          action which terminates this Program to any or all groups shall be
          made by a resolution of the United States Steel Corporation Board of
          Directors (or any authorized committee of such Board) adopted in
          accordance with the bylaws of United States Steel Corporation and the
          corporation law of the state of Delaware.

     c.   No Guarantee of Employment
          --------------------------

          Neither the creation of this Program nor anything contained herein
          shall be construed as giving an individual hereunder any right to
          remain in the employ of the Corporation.

     d.   Nonalienation
          -------------

          No benefits payable under this Program shall be subject in any way to
          alienation, sale, transfer, assignment, pledge, attachment,
          garnishment, execution, or encumbrance of any kind by operation of law
          or otherwise. However, this section shall not apply to portions of
          benefits applied to satisfy (i) obligations for withholding of
          employment taxes, or (ii) obligations under a qualified domestic
          relations order.

     e.   No Requirement to Fund
          ----------------------

          Except as provided in this section 5e., benefits provided by this
          Program shall be paid out of general assets of the Corporation. No
          provisions in this Program, either directly or indirectly, shall be
          construed to require the Corporation to reserve, or otherwise set
          aside, funds for the payment of benefits hereunder.

          As of December 31, 2001 (the "Effective Date"), United States Steel
          Corporation (and its subsidiaries and successors) and Marathon Oil
          Corporation (and its subsidiaries and successors) have assumed
          liability for a Specified Percentage of the Corporate Part, if any, of
          each Member's accrued benefit under the Program. The term "Corporate
          Part" is defined to mean the pro rata portion (based upon continuous
          service taken into consideration for benefit accrual purposes under
          the Program) of a Member's total accrued benefit under the Program as
          of the Effective Date which is attributable to continuous service
          performed for the USX Headquarters unit of USX Corporation on or after
          May 1, 1991 and prior to the Effective Date. The Specified Percentage
          is thirty-five percent (35%) for United States Steel Corporation and
          sixty-five percent (65%) for Marathon Oil Corporation. The term
          "accrued benefit" is defined to mean the number of units of Marathon
          Stock (as renamed the Marathon Oil Corporation common stock) and the
          number of units of Steel Stock (as converted to United States Steel
          Corporation common stock) the participant has accrued in his or her
          account under the Program. The assumption of liability for the
          Specified Portion of the Corporate Part includes the assumption of
          liability for future dividends attributable to such allocated units.

     f.   Controlling Law
          ---------------

          To the extent not preempted by the laws of the United States of
          America, the laws of the Commonwealth of Pennsylvania shall be the
          controlling state law in all matters relating to this Program.

     g.   Severability
          ------------

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          If any provisions of this Program shall be held illegal or invalid for
          any reason, said illegality or invalidity shall not affect the
          remaining parts of this Program, but this Program shall be construed
          and enforced as if such illegal or invalid provision had never been
          included herein.

     h.   Exclusive Provisions of Program
          -------------------------------

          The provisions contained herein constitute the complete and exclusive
          statement of the terms of this Program. There are no written or oral
          representations, promises, statements or commitments, other than those
          expressly set forth herein, with respect to benefits provided by this
          Program. All reliance by any individual concerning the subject matter
          of this Program shall be solely upon the provisions set forth in this
          document.

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