Marathon Oil (MRO)

WITNESSETH

WHEREAS, Steel is a wholly owned subsidiary of Parent; and

WHEREAS, Parent, Steel and another corporation named USX Corporation (“Old USX”) were parties to a Holding Company Reorganization Agreement dated as of July 1, 2001 (the “Reorganization Agreement”); and

WHEREAS, the Reorganization Agreement was entered into to better align the assets and liabilities of Old USX with its two classes of common stock, namely USX—Marathon Group Common Stock and USX—U.S. Steel Group Common Stock; and

WHEREAS, in connection with the Reorganization Agreement, Parent assumed certain obligations of Old USX and Steel became liable for all other obligations of Old USX as was required by the terms of such obligations; and

WHEREAS, to induce General Electric Credit Corporation of Delaware (“GECC”) and Southern Energy Clairton, L.L.C (“SECL”) to enter into Amendment Number 1 to the Amended and Restated Limited Partnership Agreement entered into and effective as of June 1, 1997 by and among Steel, GECC and SECL, Parent delivered to GECC and SECL, a guarantee dated July 2, 2001 of Steel’s obligations under the aforesaid Partnership Agreement and certain related instruments and agreements (the “1314B Guarantee”); and

WHEREAS, to induce certain counterparties not to declare a “credit event upon merger” under certain ISDA swap agreements, Parent executed and delivered to various counterparties guarantees of the obligations of Steel under the aforesaid ISDA swap agreements (the “Swap Guarantees”); and

WHEREAS, Parent and Steel are also parties to an Agreement and Plan of Reorganization dated as of July 31, 2001 (the “Separation Agreement”), pursuant to which, and subject to the terms and conditions set forth therein, all of the shares of USX—U.S. Steel Group common stock will be converted into shares of common stock of United States Steel Corporation; and

WHEREAS, Parent and Steel have identified certain obligations of Parent that are closely related to the business of Steel; and

WHEREAS, In light of these relationships and in furtherment of the purpose of the Reorganization Agreement and the Separation Agreement Parent and Steel have agreed that Parent will assign these obligations to Steel and that Steel will assume and discharge these obligations; and

WHEREAS, Parent and Steel wish to establish how certain other debt obligations and financial matters shall be arranged.

NOW, THEREFORE, in consideration of the premises, the mutual covenants contained herein and intending to be legally bound hereby, the parties hereto agree as follows:

WITNESSETH:

WHEREAS, this Agreement is made pursuant to and as a condition of the Agreement and Plan of Reorganization, dated as of July 31, 2001 (“Separation Agreement”), by and between USX and SteelCo, pursuant to which the respective businesses of the Marathon Group of USX and the U.S. Steel Group of USX are being separated into two independent companies by merging USX Merger Corporation, a Delaware corporation and a wholly owned subsidiary of USX (“Merger Sub”), with and into USX, subject to the terms and conditions thereof, and pursuant to Section 251 of the DGCL (the “Separation Merger”), with USX continuing as the surviving corporation, so that immediately following the Separation Effective Time, SteelCo shall own and operate the business of the U.S. Steel Group and shall be wholly owned by the holders of the then outstanding shares of USX-U.S. Steel Group Common Stock , and the business of the Marathon Group shall be owned and operated by USX, which shall be a separate and independent entity from SteelCo and shall be wholly owned by the holders of the then outstanding shares of USX- Marathon Group Common Stock (the “Separation”);

WHEREAS, prior to the date hereof, USX implemented a holding company structure by merging the then existing USX Corporation, a Delaware corporation (“Old USX”), with and into SteelCo, with SteelCo continuing as the surviving entity and a wholly owned subsidiary of USX (the “HoldCo Merger”), so that immediately following the effective time of the HoldCo Merger, USX became a holding company that owns all of the outstanding equity of Marathon Oil Company (“Marathon”) (which owns and operates the business of the Marathon Group) and of SteelCo (which owns and operates the business of the U. S. Steel Group);

WHEREAS, prior to the time of the HoldCo Merger, the Marathon Group and the U.S. Steel Group maintained independent property and business interruption insurance policies. Other types of insurance, such as general liability, employer’s liability, aircraft liability, automobile liability, workers’ compensation and executive risk, were purchased and held by Old USX, for the benefit of Old USX and all of its Subsidiaries;

WHEREAS, following the HoldCo Merger, separate policies of insurance for certain general liability, employer’s liability, automobile liability, workers’ compensation, boiler and machinery, and aircraft seat accident were issued to cover (i) USX, Marathon and its Subsidiaries, on the one hand, and (ii) SteelCo and it Subsidiaries, on the other hand. The remaining policies of insurance held by Old USX were maintained for the benefit of USX and its Subsidiaries; and

WHEREAS, the parties desire to enter into this Agreement to set forth the parties’ understanding with respect to their respective responsibilities and rights with respect to various insurance policies and claims associated therewith, both prior to and after the Separation.

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:

WITNESSETH: