ARTICLE ELEVEN. CORPORATE GOVERNANCE

Section A. Board of Directors
Section B. Investment Commitment
Section C. Upstreaming
Section D. Right to Bid
Section E. Executive Compensation

Section A. Board of Directors

1. The Company and the Union acknowledge that every member of the Company's Board of Directors (Board, members of such Board, Directors) has a fiduciary duty to the Company and all of its stockholders.

2. The Company agrees that the Union shall have the right, subject to the procedure; the Directors' discharge of their fiduciary duties; and as described below, to designate an individual to serve on the Board.

a. The International President shall provide the Board's Chairman with the name and resume of the individual whom slhe wishes to have serve on the Board.

b. Provided that the individual is acceptable to the Chairman, such acceptance not to be unreasonably withheld, the Chairman shall promptly recommend such individual to the Board's Nominating Committee, who absent compelling reasons to the contrary, shall promptly recommend such individual to the full Board for election at its next meeting.

c. Once elected, the individual shall be recommended by the Board for election by the shareholders to serve a regular term at the Company's next Annual Meeting of Shareholders.

3. If after election, the individual becomes unwilling or unable to serve or the Union wishes to replace him/her, the International President shall provide the Board's Chairman with the name of a new individual whom s/he wishes to have serve on the

Board and the process outlined above shall thereafter be followed. In such case the individual previously named by the International President may be removed from or not nominated for re-election to the Board.

4. The Company has informed the Union that its Board currently has eight (8) members. In the event the size of the Board is increased to more than fourteen (14)

members, the Union shall be granted the right, utilizing the same procedure outlined above, to designate an additional Director.

5. At the time that any person is nominated by the Union as provided in this Section A, said nominee shall acknowledge in whatever fashion such acknowledgement is given by all of the Company's other Directors, that such nominee, if elected to the Board, would have a fiduciary duty to the Company and its stockholders.

Section B. Investment Commitment

1. The Company agrees to make the reasonable and necessary capital expenditures required to maintain the competitive status of the facilities covered by this and other collective bargaining agreements with the Union.

2. The Union agrees to contribute to the competitiveness of the facilities and work with the Company to maintain the competitive nature of the facilities.

3. The Company agrees that it will not operate the facilities (except for maintenance and repair outages), covered (as of the Effective Date or in the future) by the Agreement at other than full capacity and directly or indirectly replace the product which could have been produced at such facilities with product obtained from other than Canadian or United States facilities that provide base wages, benefits and protections such as just cause and seniority that are substantially equivalent to those provided in this Agreement.

4. The Company shall make all capital expenditures required to maintain the competitiveness and capacity of its Steel-Related Assets, including investments that increase competitiveness and productivity, unless:

a. the Company has conducted full and extensive consultation with the Union and fully and carefully considered all Union input concerning the subject

                      Capital Expenditure; and

b. making the subject Capital Expenditure would be imprudent.

With regard to any determination by the Board, or the board of directors of any

of its Affiliates or Ventures, to not make any Capital Expenditures, it shall be presumed that :

(1) said determination was made correctly; and

(2) making the subject Capital Expenditures would be imprudent for

                                    the Company or its Affiliate or Venture, as the case may be.

      5. For the purpose of this Section,

             a. Company shall be defined as in Article Two, Section E (Neutrality); and

             b. Steel-Related Assets are assets or operations that the Company owns or

controls and operates, and have not been shut down pursuant to provisions of this Agreement, at any time during the term of this Agreement, used or associated with:

(1) the manufacture, production, finishing, warehousing or

                           transportation of any steel product; or

(2) the manufacture, mining, concentration, agglomeration, storage

                           or transportation of coke or iron ore.

Section C. Upstreaming

1. For the period from the Effective Date through June 30, 2003, the Company agrees that it will not, other than as provided in its agreements with the Union, directly or indirectly, pay any dividends on, or make any distributions, exchanges, conversions, retirements, repurchases or redemptions, in respect of its stock (any of such activities, Upstreaming) to any stockholder of the Company or any affiliate of any such stockholder.

2. For the period beginning July 1, 2003, the Company agrees that it will only Upstream if the Company is in material compliance with all of its agreements with the USWA and:

a. in the event the Company's common stock is trading on a nationally recognized stock exchange, the Company may only Upstream to the extent of paying dividends in an amount consistent with: the Company's historical, current and projected financial performance and capital spending requirements; the terms of any preferred stock sold for full and fair value and paying a market rate dividend (at the time of issuance); and the maintenance of a reasonable financial position;

b. in the event the Company's common stock is not trading on a nationally recognized stock exchange, the Company may only Upstream to the extent of paying dividends in an amount equal to the lesser of:

(1) 33% of Cumulative Net Income; and

(2) 50% of Cumulative Net Income in excess of the product of:

(a) the number of whole years from the Effective Date to the

                                                    date on which a dividend is paid; and

(b) $100 Million;

provided, however, that this Paragraph 2 shall not prevent the Company from paying a market rate dividend (determined at the time of issuance) on preferred stock which is sold for full and fair value.

3. Without in any way limiting the applicability of Paragraphs 1 and 2 above, the Company agrees that all transactions (including, without limitation, sales, loans, purchases, leases, guarantees, fees of any kind, and equity transactions) between the Company and any equity holder or any Affiliate of any equity holder, shall be conducted on an arm's-length basis, on commercially reasonable terms not less favorable to the Company than those that could be obtained from an unrelated third party, and in accordance with any shareholders agreement of the Company. In addition, any loan or similar transaction to any such person shall only be made if it is beneficial to the Company and on terms consistent with the business relationship between such person and the Company. Subject to the foregoing, the Company may engage in transactions with its equity holders and their Affiliates.

4. It is understood that the Company's Board of Directors shall have the authority to Upstream as described in Paragraphs 2(a) and 2(b) above and to engage in the actions described in Paragraph 3 above, that the Union shall have access to a dispute resolution procedure (at the option of the USWA, either arbitration before a panel of AM commercial arbitrators or litigation in the United States District Court having jurisdiction over Cook County, Illinois) in the' event it believes that the Company's actions violated this Section of the Agreement and that the dispute resolution procedure shall include the authority to determine if a violation occurred and what if any remedy should be prescribed.

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Section D. Right to Bid

1. Should the Company decide or be presented with an offer to sell or otherwise transfer a controlling interest in the corporate entity which owns its assets (aControlling Interest) or all or a portion of one or more of its facilities (Facilities) (either or both, the Assets), it will promptly advise the USWA in writing and grant to the USWA the right to organize a transaction to purchase the Assets (a Transaction).

2. The Company will provide the USWA with any information provided to other bidders so that the Union may determine whether it wishes to pursue a Transaction. All such information shall be subject to an executed Confidentiality Agreement.

3. The Company shall promptly notify the USWA of the schedule and/or timetable for consideration by the Company of any possible transaction. The Company will provide the USWA with the greater of (a) forty-five (45) days or (b) the time provided by the schedule and/or timetable given to other interested parties to submit an offer for the Assets, except in the case of an unsolicited offer for a controlling interest in the Company in which case the USWA shall be provided with the time provided by the schedule and/or timetable given to other interested parties.

4. During the period described in Paragraph 3 above, the Company will not enter into any contract regarding the Assets with another party.

5. In the event that the USWA submits an offer pursuant to the above, the Company shall not be under any obligation to accept such offer. However, the Company may not enter into an agreement with regard to the Assets with an entity other than the USWA unless that Transaction is superior to the USWA offer. The Company may only deem a proposed Transaction superior if its Board of Directors reasonably determines that

. such Transaction is more favorable to the Company and/or its shareholders, taking into consideration such factors as price, certainty of payment, conditions precedent to closing and other factors which influence which of the transactions is in the best interests of the Company and/or its shareholders.

6. This Section shall not cover any public offering of equity.

7. The rights granted to the USWA in this Section may be transferred or assigned by the USWA; provided, however, that in the event of a Transaction:

a. that does not involve a Controlling Interest; and

b. where the Company decides to only pursue, for legitimate business

reasons, a Transaction which will result in a sale of less than 100% of the

                     Company's interest in the Assets,

the USWA's transferee or assignee must be reasonably acceptable to the Company.

Section E. Executive Compensation

1. The Company agrees that its Compensation program for non-bargaining unit employees, including its Board of Directors, shall be consistent with the following principles:

a. Senior management will receive below average base salaries compared to similarly situated executives at          comparably sized industrial companies. b. Compensation other than base salary (Bonus Compensation) payable to non-bargaining unit employees shall utilize the same concept as Profit­                                          

Sharing for bargaining unit Employees - it shall be payable only above a common threshold which provides for a return to the shareholders and required reinvestment in the business. Bonus Compensation for Senior Management will be calculated after first calculating Profit -Sharing for bargaining unit Employees and Bonus Compensation for non-bargaining unit Employees other than Senior management.

c. All stock purchase, stock option, stock appreciation (which the Company agrees will not be provided to the recipients of other Stock Programs for the purpose of undermining the spirit and intent of this Section) or other similar programs (Stock Programs) shall:

(1) reward only long-term appreciation in the value of the Company's stock;            

                   (2) once granted, not directly or indirectly be "re-priced", "re­

                           loaded" or similarly adjusted except to the extent that such

                           adjustment has been approved by ISG's shareholders; and

                   (3) require the recipient (other than stock appreciation right

                           recipients) to retain a significant share of any realized value while

                           they remain employees of the Company as follows:

(a) ISG will request existing holders of rights under any Stock Programs to voluntarily agree to modify the terms of their rights such that they will retain at least twenty-five percent (25%) of any value that they have received from the exercise of their rights and shall provide the Union with the results of such request;

(b) ISG will revise the existing Stock Programs to provide that recipients must retain at least thirty-three percent (33%) of any value realized from the exercise of any rights under the Stock Program for as long as they are employees of the Company; and

(c) ISG will insure that all future Stock Programs will require all recipients to retain at least forty percent (40%) of any value realized from the exercise of any rights under the Stock Program for as long as they are employees of the Company.

2. The Company agrees to minimize the ratio of non-bargaining unit employees (including full-time or full-time equivalent contractors of any sort performing services historically performed by the Company's non-bargaining unit employees) to bargaining unit Employees and shall take all reasonable actions (including transferring responsibilities and duties to bargaining unit Employees) with the objective of achieving a ratio of no more than one (1) non-bargaining unit employee for each five (5) bargaining unit Employees, with an absolute commitment to a ratio of no more than one (1) non-bargaining unit employee for each four (4) bargaining unit Employees.