As filed with the Securities and Exchange Commission on May 12, 2000
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)
CALCULATION OF REGISTRATION FEE
____________________________________________________________________________
Title of Amount being Proposed Proposed Amount of
Securities Registered Maximum Maximum Registration Fee
being Offering Price Aggregate
Registered Per Share Offering Price
USX-U. S. 1,000,000 $23.40625 $23,406,250 $6,507 (1)
Steel Group
Common Stock,
par value $1
per share
______________________________________________________________________________
(1) Calculated in accordance with Rule 457(c) based upon the average of the
high and low prices as of May 9, 2000.
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, 1999.
2. Annual Report on Form 11-K of the USX Corporation's Savings Fund Plan for
Salaried Employees for the year ended December 31, 1998.
3. Quarterly Report on Form 10-Q for the period ended March 31, 2000.
4. Current Reports on Form 8-K dated February 17 and March 2, 2000.
5. The description of USX-Marathon Group Common Stock included in USX's Form 8
Amendment to a Registration Statement on Form 8-B filed on April 11, 1991.
6. The description of USX-U. S. Steel Group Common Stock contained in USX's
Registration Statement on Form 8-A dated April 11, 1991.
7. Rights Agreement dated as of September 28, 1999 between USX Corporation and
ChaseMellon Shareholder Services, L.L.C., as Rights Agent, set forth in
Exhibit 4 to USX's Form 8-K filed on September 28, 1999.
All documents subsequently filed by USX pursuant to Section 13(a), 13(c),
14 and 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.
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 J. A. Hammerschmidt, Assistant General
Counsel-Corporate for the Company. Mr. Hammerschmidt in his capacity as
Assistant General Counsel-Corporate is paid a salary by the Company and
participates in various employee benefit plans offered to the employees 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
such person 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 attorney's fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if such person acted in good
faith and in a manner reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the 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 are 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.
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 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 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 12th day of May, 2000.
USX CORPORATION
By:/s/ Larry G. Schultz
---------------------
Larry G. Schultz
Vice President - Accounting
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 12th day of May, 2000.
*Thomas J. Usher
Thomas J. Usher, Chairman of the
Board of Directors & Chief
Executive Officer and Director
(Principal Executive Officer)
*Robert M. Hernandez
Robert M. Hernandez
Vice Chairman & Chief Financial
Officer and Director
(Principal Financial Officer)
/s/ Larry G. Schultz
Larry G. Schultz
Vice President - Accounting
(Principal Accounting Officer)
*Neil A. Armstrong
Neil A. Armstrong, Director
*Jeanette Grasselli Brown
Jeanette Grasselli Brown, Director
__________________________________
Clarence P. Cazalot, Jr., Director
*J. Gary Cooper
J. Gary Cooper, Director
*Charles A. Corry
Charles A. Corry, Director
*Charles R. Lee
Charles R. Lee, Director
*Paul E. Lego
Paul E. Lego, Director
*Ray Marshall
Ray Marshall, Director
*John F. McGillicuddy
John F. McGillicuddy, Director
*Seth E. Schofield
Seth E. Schofield, Director
*John W. Snow
John W. Snow, Director
*Paul J. Wilhelm
Paul J. Wilhelm, Director
*Douglas C. Yearley
Douglas C. Yearley, Director
/s/ Larry G. Schultz
*By: Larry G. Schultz
Attorney-in-Fact
EXHIBIT INDEX
4(a) The Fourth Article of USX's Restated Certificate of Incorporation
dated May 1, 1999 defines the rights of holders of USX Capital Stock.
(Incorporated by reference to Exhibit 3.1 to USX's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1999.)
4(b) Rights Agreement dated as of September 28, 1999 between USX
Corporation and ChaseMellon Shareholder Services, L.L.C., as Rights
Agent (Incorporated by reference to Exhibit 4 to USX's Form 8-K
filed on September 28, 1999.)
5 Opinion of J. A. Hammerschmidt, Assistant General Counsel-Corporate
of USX Corporation.
23(a) Consent of PricewaterhouseCoopers LLP.
23(b) Consent of J. A. Hammerschmidt, Assistant General Counsel-Corporate
of USX Corporation (contained in his opinion annexed hereto as
Exhibit 5).
24 Powers of Attorney for Directors of USX Corporation.
EXHIBIT 5
May 12, 2000
Board of Directors
USX Corporation
600 Grant Street
Pittsburgh, Pennsylvania 15219-4776
Attention: Mr. Thomas J. Usher
Chairman, Board of Directors
To the Board of Directors:
I am Assistant General Counsel-Corporate of USX Corporation, a
Delaware corporation ("USX"). I, or attorneys subject to my
supervision, have served as counsel to USX in connection with the
proposed issuance of up to 1,000,000 shares of USX-U. S. Steel Group
Common Stock (the "Shares") in connection with the 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") relating to such
Shares.
As Assistant General Counsel-Corporate 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
April 25, 2000 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/ John A. Hammerschmidt
John A. Hammerschmidt
EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our reports dated February 8, 2000, relating to the
consolidated financial statements of USX Corporation, the financial
statements of the Marathon Group, and the financial statements of the U. S.
Steel Group, appearing on pages U-1, M-1, and S-1, respectively, of the
Annual Report on Form 10-K of USX Corporation for the year ended December 31,
1999. We also consent to the incorporation by reference in this
Registration Statement of our report dated June 15, 1999 appearing on page 15
of the Form 11-K of USX Corporation relating to the Savings Fund for Salaried
Employees for the year ended December 31, 1998.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
May 12, 2000
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Edward F. Guna, and Larry G. Schultz, 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 by USX Corporation ("USX") with
the Securities and Exchange Commission in connection with the issuance of
additional USX-U.S. Steel 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 this 25th day of April,
2000.
/s/ Thomas J. Usher
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Edward F.
Guna and Larry G. Schultz, 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 by USX Corporation ("USX") with the Securities and Exchange
Commission in connection with the issuance of additional USX-U.S. Steel 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 this 25th day of April,
2000.
/s/ Robert M. Hernandez
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Edward F. Guna, and Larry G. Schultz, 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 by USX Corporation ("USX") with
the Securities and Exchange Commission in connection with the issuance of
additional USX-U.S. Steel 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 this 25th day of April,
2000.
/s/ Neal A. Armstrong
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Edward F. Guna, and Larry G. Schultz, 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 by USX Corporation ("USX") with
the Securities and Exchange Commission in connection with the issuance of
additional USX-U.S. Steel 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 this 25th day of April,
2000.
/s/ Jeanette G. Brown
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Edward F. Guna, and Larry G. Schultz, 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 by USX Corporation ("USX") with
the Securities and Exchange Commission in connection with the issuance of
additional USX-U.S. Steel 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 this 25th day of April,
2000.
/s/ J. Gary Cooper
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Edward F. Guna, and Larry G. Schultz, 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 by USX Corporation ("USX") with
the Securities and Exchange Commission in connection with the issuance of
additional USX-U.S. Steel 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 this 25th day of April,
2000.
/s/ Charles A. Corry
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Edward F. Guna, and Larry G. Schultz, 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 by USX Corporation ("USX") with
the Securities and Exchange Commission in connection with the issuance of
additional USX-U.S. Steel 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 this 25th day of April,
2000.
/s/ Charles R. Lee
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Edward F. Guna, and Larry G. Schultz, 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 by USX Corporation ("USX") with
the Securities and Exchange Commission in connection with the issuance of
additional USX-U.S. Steel 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 this 25th day of April,
2000.
/s/ Paul E. Lego
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Edward F. Guna, and Larry G. Schultz, 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 by USX Corporation ("USX") with
the Securities and Exchange Commission in connection with the issuance of
additional USX-U.S. Steel 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 this 25th day of April,
2000.
/s/ Ray Marshall
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Edward F. Guna, and Larry G. Schultz, 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 by USX Corporation ("USX") with
the Securities and Exchange Commission in connection with the issuance of
additional USX-U.S. Steel 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 this 25th day of April,
2000.
/s/ John F. McGillicuddy
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Edward F. Guna, and Larry G. Schultz, 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 by USX Corporation ("USX") with
the Securities and Exchange Commission in connection with the issuance of
additional USX-U.S. Steel 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 this 25th day of April,
2000.
/s/ Seth E. Schofield
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Edward F. Guna, and Larry G. Schultz, 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 by USX Corporation ("USX") with
the Securities and Exchange Commission in connection with the issuance of
additional USX-U.S. Steel 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 this 25th day of April,
2000.
/s/ John W. Snow
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Edward F. Guna, and Larry G. Schultz, 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 by USX Corporation ("USX") with
the Securities and Exchange Commission in connection with the issuance of
additional USX-U.S. Steel 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 this 25th day of April,
2000.
/s/ Paul J. Wilhelm
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby make, constitute and appoint Robert M.
Hernandez, Edward F. Guna, and Larry G. Schultz, 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 by USX Corporation ("USX") with
the Securities and Exchange Commission in connection with the issuance of
additional USX-U.S. Steel 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 this 25th day of April,
2000.
/s/ Douglas C. Yearley
