Administrative Regulations for the Executive Management Annual Incentive Compensation Program under the United States Steel Corporation 2005 Annual Incentive Compensation Plan As amended by the Compensation & Organization Committee on February 23, 2009

1.

Administration . The Compensation & Organization Committee (the “ Committee ”) shall administer the Annual Incentive Compensation Program (the “ Program ”) under and pursuant to the authority provided in the Board of Directors’ April 26, 2005 delegation to the Committee and Section 3 of the United States Steel Corporation 2005 Annual Incentive Compensation Plan (the “ Plan ”).

A.

Definitions . Unless otherwise defined herein, capitalized terms used herein shall have the meanings set forth in the Plan.

B.

Compensation consultant . The Committee may engage a compensation consultant to assess the competitiveness of various target Award levels and advise the Committee.

2.

Participation/Eligibility . All management employees of the Corporation, its Subsidiaries and affiliates are eligible to participate in the Program upon designation by the Committee or Senior Officers (“Participants”).

A.

Executive Management . All Executive Management employees of USS, its subsidiaries and affiliates designated via written notice as participants by the Committee are eligible to participate (“Eligible Employees” or “Participants”).

B.

New Participants . A Participant who was not a Participant on the first day of the Performance Period may, subject to the Committee’s discretion, become a Participant during the Performance Period participating on a pro rata basis for the remaining portion of the period in which such Participant first becomes eligible to participate but shall be ineligible to participate in this program for any portion of a year during which the Participant participates in any other cash incentive or bonus plan or program; provided , however, that a Covered Employee (as defined in section 162(m) of the Internal Revenue Code) may so participate only if he or she becomes a Participant effective not later than 90 days after the beginning of the Performance Period.

C.

Rights . No Participant or other employee shall have any claim to be granted an Award under the Program, and nothing contained in the Program or any Award Agreement shall confer upon any Participant any right to continue in the employ of the Corporation, its Subsidiaries or affiliates or interfere in any way with the right of the Corporation, its Subsidiaries or affiliates to terminate a Participant’s employment at any time.

3.

Performance Period.

A.

Calendar year . Unless otherwise determined by the Committee at the commencement of each Performance Period, each such Performance Period shall be a calendar year.

4.

Performance Goal Setting .

A.

Performance Goals . The Corporate Performance Goals for the Performance Period shall be the targets assigned to each of the Corporate performance measures, which shall be set by the Committee during the first 90 days of the Performance Period. Unless otherwise determined by the Committee at the beginning of the relevant Performance Period, the Corporate performance measures will be the following objective measures:

(1)

Return on Capital Employed (ROCE) . Return on Capital Employed shall mean, for the Performance Period, income from consolidated worldwide operations (including minority interests), divided by consolidated worldwide capital employed (including minority interests) expressed as a percentage.

(a)

exclude the gain or loss related to a business disposition or divestiture and assume that the business achieved the performance objectives at Business Plan (as defined below) levels during the balance of the Performance Period following such disposition or divestiture;

(b)

exclude the gain or loss related to an asset sale not made in the ordinary course of business;

(c)

exclude all amounts associated with facility shutdowns/closures;

(d)

exclude all amounts associated with long-lived asset impairments;

(e)

exclude all amounts associated with acquisitions;

(f)

exclude all amounts related to workforce reductions and other restructuring charges and/or other non-recurring gains or losses;

(g)

exclude contingent liability and tax accrual amounts for items or events not related to the applicable Performance Period; and

(h)

exclude all amounts associated with changes in accounting standards and changes in law that affect reported results;

(2)

Shipment Tons . Shipment Tons shall mean the number of worldwide tons of steel products shipped for the Performance Period, determined consistent with external reporting practices. This performance measure is to be adjusted in accordance with Section 4.A.(4) of these Regulations.

(3)

Citizenship Measures . Citizenship Measures shall mean:

(a)

Safety Performance . Safety Performance shall mean the improvement, if any, from Performance Period to Performance

Period in the number of serious injury cases occurring during the Performance Period involving the represented and non-represented employees at the properties and operations of United States Steel Corporation and its subsidiaries as collected and reported to the Vice President – Human Resources for purposes of determining the baseline/target for