As filed with the Securities and Exchange Commission on March 31, 1994
Registration No.--------------
------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
----------
USX CORPORATION
-----------------------------------------------------------------------------
(Exact name of issuer as specified in its charter)
Delaware 25-0996816
- ---------------------------- ---------------------------
(State of Incorporation) (IRS Employer
Identification No.)
USX CORPORATION SAVINGS FUND PLAN FOR SALARIED EMPLOYEES
(Full title of the Plan)
Dan D. Sandman, General Counsel and Secretary
USX CORPORATION
600 Grant Street, Pittsburgh, PA 15219-4776
(412) 433-1121
(Name, Address and Telephone No. of Agent for Service)
<TABLE>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------
<CAPTION>
Title of Amount being Proposed Maximum Proposed Maximum Amount of
Securities Registered Offering Price Aggregate Registration
being Per Share Offering Price Fee
Registered
<S> <C> <C> <C> <C>
USX-Delhi Group 200,000 $15.00 $3,000,000 $1,035
Common Stock, par
value $1 per
share
</TABLE>
<PAGE> 2
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Commission (File No. 1-5153) by USX
Corporation (hereinafter "USX," the "Company" or the "Corporation") are
incorporated herein by reference:
1. Annual Report on Form 10-K for the year ended December 31, 1993.
2. Annual Report of the USX Corporation's Savings Fund Plan for Salaried
Employees for the year ended December 31, 1992.
3. Current Reports on Form 8-K dated January 2, January 24, February 2,
February 4 and February 14, 1994.
4. The description of USX-Delhi Group Common Stock contained in USX's
Registration Statement on Form 8-A filed on August 11, 1992.
All documents subsequently filed by USX pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
<PAGE> 3
Item 4. Description of Securities.
Inapplicable.
Item 5. Interests of Named Experts and Counsel
The validity of the issuance of the Securities being registered has
been passed upon for the Company by D. D. Sandman, Esq., General Counsel and
Secretary for the Company. Mr. Sandman in his capacity as General Counsel
and Secretary is paid a salary by the Company and participates in various
employee benefit plans offered to officers of the Company generally.
Item 6. Indemnification of Directors and Officers
Article V of the USX's By Laws provides that USX shall indemnify to
the fullest extent permitted by law any person who is made or is threatened
to be made a party or is involved in any action, suit, or proceeding whether
civil, criminal, administrative or investigative by reason of the fact that
he is or was a director, officer, employee or agent of USX or is or was
serving at the request of USX as an officer, director, employee or agent of
another corporation, partnership, joint venture, trust, enterprise or
nonprofit entity.
USX is empowered by Section 145 of the Delaware General Corporation
Law, subject to the procedures and limitations stated therein, to indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of USX) by reason of the fact that such person is or was an officer,
employee, agent or director of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the
<PAGE> 4
best interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
The Corporation may indemnify any such person against expenses (including
attorney's fees) in an action by or in the right of the Corporation under the
same conditions, except that no indemnification is permitted without judicial
approval if such person is adjudged to be liable to the Corporation. To the
extent such person is successful on the merits or otherwise in the defense of
any action referred to above, the Corporation must indemnify him against the
expenses which he actually and reasonably incurred in connection therewith.
Policies of insurance are maintained by the Corporation under which
directors and officers of USX are insured, within the limits and subject to
the limitations of the policies, against certain expenses in connection with
the defense of actions, suits or proceedings, and certain liabilities which
might be imposed as a result of such actions, suits or proceedings, to which
they are parties by reason of being or having been such directors or
officers.
The Corporation's Certificate of Incorporation provides that no
director shall be personally liable to the Corporation or its stockholders
for monetary damages for any breach of fiduciary duty by such director as a
director, except (i) for breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
pursuant to Section 174 of the Delaware General Corporation Law, or (iv) for
any transaction from which the director derived an improper personal benefit.
Item 7. Exemption from Registration Claimed.
Inapplicable.
Item 8. Exhibits
Refer to Exhibit Index following.
<PAGE> 5
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the information set
forth in the registration statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being
<PAGE> 6
registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934, and each filing of
any employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer, or controlling person in
connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
----------
The Registrant. Pursuant to the requirements of the Securities Act of
l933, the registrant certifies that it has
<PAGE> 7
reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Pittsburgh, Commonwealth of Pennsylvania, on the 30th day of March,
1994.
USX CORPORATION
/s/ Lewis B. Jones
By: -------------------------------
Lewis B. Jones
Vice President & Comptroller
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and as of the 30th day of March, 1994.
/s/ C. A. Corry
--------------------------------------
C. A. Corry, Chairman of the
Board of Directors, Chief
Executive Officer and Director
/s/ R. M. Hernandez
--------------------------------------
R. M. Hernandez
Executive Vice President
Accounting and Finance
& Chief Financial Officer
/s/ Lewis B. Jones
--------------------------------------
Lewis B. Jones
Vice President & Comptroller
/s/ Neil A. Armstrong
--------------------------------------
Neil A. Armstrong, Director
<PAGE> 8
/s/ Victor G. Beghini
--------------------------------------
Victor G. Beghini, Director
/s/ Jeanette Grasselli Brown
--------------------------------------
Jeanette Grasselli Brown, Director
--------------------------------------
John H. Filer, Director
/s/ James A. D. Geier
--------------------------------------
James A. D. Geier, Director
/s/ Charles R. Lee
--------------------------------------
Charles R. Lee, Director
/s/ Paul E. Lego
--------------------------------------
Paul E. Lego, Director
/s/ John F. McGillicuddy
--------------------------------------
John F. McGillicuddy, Director
/s/ John M. Richman
--------------------------------------
John M. Richman, Director
/s/ David M. Roderick
--------------------------------------
David M. Roderick, Director
/s/ Thomas J. Usher
--------------------------------------
Thomas J. Usher, Director
<PAGE> 9
/s/ David R. Whitwam
--------------------------------------
David R. Whitwam, Director
/s/ Douglas C. Yearley
--------------------------------------
Douglas C. Yearley, Director
/s/ Lewis B. Jones
--------------------------------------
By: Lewis B. Jones
Attorney-in-Fact
EXHIBIT INDEX
3 USX's Restated Certificate of Incorporation dated November 1, 1993.
(Incorporated by reference to Exhibit 3.1 to USX's Quarterly Report
on Form 10-Q for the quarter ended September 30, 1993.)
5 Opinion of D. D. Sandman, Esq., General Counsel and Secretary of USX
Corporation.
23(a) Consent of Price Waterhouse.
23(b) Consent of D. D. Sandman, Esq., General Counsel and Secretary of USX
Corporation (contained in his opinion annexed hereto as Exhibit 5).
24 Powers of Attorney for Directors of USX Corporation.
Exhibit 5
March 30, 1994
Board of Directors
USX Corporation
600 Grant Street
Pittsburgh, Pennsylvania 15219-4776
Attention: Mr. C. A. Corry
Chairman, Board of Directors
Gentlemen:
I am General Counsel of USX Corporation, a Delaware corporation ("USX"). I
have served as counsel to USX in connection with the proposed issuance of up to
200,000 shares of USX's USX-Delhi Group Common Stock, par value $1.00 per share
(the "Shares"), in connection with USX Corporation Savings Fund Plan for
Salaried Employees and in the preparation and filing with the Securities and
Exchange Commission of a Registration Statement on Form S-8 ("Registration
Statement").
As General Counsel of USX, I am familiar with USX's Restated Certificate of
Incorporation and By-Laws. I am also familiar with the resolution adopted by
USX's Board of Directors on March 29, 1994 authorizing the issuance of the
Shares. I have examined the Registration Statement and have examined or
caused to be examined such other documents, corporate records and certificates
of corporate officers and public officials as I have deemed relevant or
necessary to giving the opinion set forth below.
Based on the foregoing, I am of the opinion that the issuance of the Shares has
been approved by all necessary corporate action and that when the Shares are
sold they will be legally issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ Dan D. Sandman
Dan D. Sandman
Exhibit 23.a
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-8 of our reports
dated February 8, 1994, relating to the consolidated financial statements of
USX Corporation, the financial statements of the Marathon Group, the
financial statements of the U. S. Steel Group, and the financial statements
of the Delhi Group, appearing on pages U-3, M-3, S-3, and D-3, respectively,
of the Annual Report on Form 10-K of USX Corporation for the year ended
December 31, 1993.
/s/ Price Waterhouse
PRICE WATERHOUSE
Pittsburgh, Pennsylvania
March 30, 1994
Exhibit 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Gretchen R. Haggerty and Lewis B. Jones, or any one of them, my true
and lawful attorneys-in-fact to sign and execute for me and on my behalf a
registration statement on Form S-8 to be filed with the Securities and Exchange
Commission in connection with the issuance of Delhi stock pursuant to the USX
Savings Fund Plan, and any and all amendments to such registration statement to
be filed with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended, in such form as they or any one or more of them may
approve, and to do any and all other acts which said attorneys-in-fact may deem
necessary or desirable to enable USX Corporation to comply with said Act and the
rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 29th day of
March, 1994.
/s/ Neil A. Armstrong
--------------------------------------
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Gretchen R. Haggerty and Lewis B. Jones, or any one of them, my true
and lawful attorneys-in-fact to sign and execute for me and on my behalf a
registration statement on Form S-8 to be filed with the Securities and Exchange
Commission in connection with the issuance of Delhi stock pursuant to the USX
Savings Fund Plan, and any and all amendments to such registration statement to
be filed with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended, in such form as they or any one or more of them may
approve, and to do any and all other acts which said attorneys-in-fact may deem
necessary or desirable to enable USX Corporation to comply with said Act and the
rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 29th day of
March, 1994.
/s/ V. G. Beghini
--------------------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Gretchen R. Haggerty and Lewis B. Jones, or any one of them, my true
and lawful attorneys-in-fact to sign and execute for me and on my behalf a
registration statement on Form S-8 to be filed with the Securities and Exchange
Commission in connection with the issuance of Delhi stock pursuant to the USX
Savings Fund Plan, and any and all amendments to such registration statement to
be filed with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended, in such form as they or any one or more of them may
approve, and to do any and all other acts which said attorneys-in-fact may deem
necessary or desirable to enable USX Corporation to comply with said Act and the
rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 29th day of
March, 1994.
/s/ Jeanette Grasselli Brown
--------------------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Gretchen R. Haggerty and Lewis B. Jones, or any one of them, my true
and lawful attorneys-in-fact to sign and execute for me and on my behalf a
registration statement on Form S-8 to be filed with the Securities and Exchange
Commission in connection with the issuance of Delhi stock pursuant to the USX
Savings Fund Plan, and any and all amendments to such registration statement to
be filed with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended, in such form as they or any one or more of them may
approve, and to do any and all other acts which said attorneys-in-fact may deem
necessary or desirable to enable USX Corporation to comply with said Act and the
rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 29th day of
March, 1994.
/s/ C. A. Corry
--------------------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Gretchen R. Haggerty and Lewis B. Jones, or any one of them, my true
and lawful attorneys-in-fact to sign and execute for me and on my behalf a
registration statement on Form S-8 to be filed with the Securities and Exchange
Commission in connection with the issuance of Delhi stock pursuant to the USX
Savings Fund Plan, and any and all amendments to such registration statement to
be filed with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended, in such form as they or any one or more of them may
approve, and to do any and all other acts which said attorneys-in-fact may deem
necessary or desirable to enable USX Corporation to comply with said Act and the
rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 29th day of
March, 1994.
/s/ James A. D. Geier
--------------------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Gretchen R. Haggerty and Lewis B. Jones, or any one of them, my true
and lawful attorneys-in-fact to sign and execute for me and on my behalf a
registration statement on Form S-8 to be filed with the Securities and Exchange
Commission in connection with the issuance of Delhi stock pursuant to the USX
Savings Fund Plan, and any and all amendments to such registration statement to
be filed with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended, in such form as they or any one or more of them may
approve, and to do any and all other acts which said attorneys-in-fact may deem
necessary or desirable to enable USX Corporation to comply with said Act and the
rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 29th day of
March, 1994.
/s/ Robert M. Hernandez
--------------------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Gretchen R. Haggerty and Lewis B. Jones, or any one of them, my true
and lawful attorneys-in-fact to sign and execute for me and on my behalf a
registration statement on Form S-8 to be filed with the Securities and Exchange
Commission in connection with the issuance of Delhi stock pursuant to the USX
Savings Fund Plan, and any and all amendments to such registration statement to
be filed with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended, in such form as they or any one or more of them may
approve, and to do any and all other acts which said attorneys-in-fact may deem
necessary or desirable to enable USX Corporation to comply with said Act and the
rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 29th day of
March, 1994.
/s/ Lewis B. Jones
--------------------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Gretchen R. Haggerty and Lewis B. Jones, or any one of them, my true
and lawful attorneys-in-fact to sign and execute for me and on my behalf a
registration statement on Form S-8 to be filed with the Securities and Exchange
Commission in connection with the issuance of Delhi stock pursuant to the USX
Savings Fund Plan, and any and all amendments to such registration statement to
be filed with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended, in such form as they or any one or more of them may
approve, and to do any and all other acts which said attorneys-in-fact may deem
necessary or desirable to enable USX Corporation to comply with said Act and the
rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 29th day of
March, 1994.
/s/ Charles R. Lee
--------------------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Gretchen R. Haggerty and Lewis B. Jones, or any one of them, my true
and lawful attorneys-in-fact to sign and execute for me and on my behalf a
registration statement on Form S-8 to be filed with the Securities and Exchange
Commission in connection with the issuance of Delhi stock pursuant to the USX
Savings Fund Plan, and any and all amendments to such registration statement to
be filed with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended, in such form as they or any one or more of them may
approve, and to do any and all other acts which said attorneys-in-fact may deem
necessary or desirable to enable USX Corporation to comply with said Act and the
rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 29th day of
March, 1994.
/s/ Paul E. Lego
--------------------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Gretchen R. Haggerty and Lewis B. Jones, or any one of them, my true
and lawful attorneys-in-fact to sign and execute for me and on my behalf a
registration statement on Form S-8 to be filed with the Securities and Exchange
Commission in connection with the issuance of Delhi stock pursuant to the USX
Savings Fund Plan, and any and all amendments to such registration statement to
be filed with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended, in such form as they or any one or more of them may
approve, and to do any and all other acts which said attorneys-in-fact may deem
necessary or desirable to enable USX Corporation to comply with said Act and the
rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 29th day of
March, 1994.
/s/ John F. McGillicuddy
--------------------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Gretchen R. Haggerty and Lewis B. Jones, or any one of them, my true
and lawful attorneys-in-fact to sign and execute for me and on my behalf a
registration statement on Form S-8 to be filed with the Securities and Exchange
Commission in connection with the issuance of Delhi stock pursuant to the USX
Savings Fund Plan, and any and all amendments to such registration statement to
be filed with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended, in such form as they or any one or more of them may
approve, and to do any and all other acts which said attorneys-in-fact may deem
necessary or desirable to enable USX Corporation to comply with said Act and the
rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 29th day of
March, 1994.
/s/ J. M. Richman
--------------------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Gretchen R. Haggerty and Lewis B. Jones, or any one of them, my true
and lawful attorneys-in-fact to sign and execute for me and on my behalf a
registration statement on Form S-8 to be filed with the Securities and Exchange
Commission in connection with the issuance of Delhi stock pursuant to the USX
Savings Fund Plan, and any and all amendments to such registration statement to
be filed with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended, in such form as they or any one or more of them may
approve, and to do any and all other acts which said attorneys-in-fact may deem
necessary or desirable to enable USX Corporation to comply with said Act and the
rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 29th day of
March, 1994.
/s/ D. M. Roderick
--------------------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Gretchen R. Haggerty and Lewis B. Jones, or any one of them, my true
and lawful attorneys-in-fact to sign and execute for me and on my behalf a
registration statement on Form S-8 to be filed with the Securities and Exchange
Commission in connection with the issuance of Delhi stock pursuant to the USX
Savings Fund Plan, and any and all amendments to such registration statement to
be filed with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended, in such form as they or any one or more of them may
approve, and to do any and all other acts which said attorneys-in-fact may deem
necessary or desirable to enable USX Corporation to comply with said Act and the
rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 29th day of
March, 1994.
/s/ T. J. Usher
--------------------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Gretchen R. Haggerty and Lewis B. Jones, or any one of them, my true
and lawful attorneys-in-fact to sign and execute for me and on my behalf a
registration statement on Form S-8 to be filed with the Securities and Exchange
Commission in connection with the issuance of Delhi stock pursuant to the USX
Savings Fund Plan, and any and all amendments to such registration statement to
be filed with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended, in such form as they or any one or more of them may
approve, and to do any and all other acts which said attorneys-in-fact may deem
necessary or desirable to enable USX Corporation to comply with said Act and the
rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 29th day of
March, 1994.
/s/ David R. Whitwam
--------------------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Gretchen R. Haggerty and Lewis B. Jones, or any one of them, my true
and lawful attorneys-in-fact to sign and execute for me and on my behalf a
registration statement on Form S-8 to be filed with the Securities and Exchange
Commission in connection with the issuance of Delhi stock pursuant to the USX
Savings Fund Plan, and any and all amendments to such registration statement to
be filed with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended, in such form as they or any one or more of them may
approve, and to do any and all other acts which said attorneys-in-fact may deem
necessary or desirable to enable USX Corporation to comply with said Act and the
rules and regulations thereunder.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 29th day of
March, 1994.
/s/ D. C. Yearley
--------------------------------------
