May 2,2003

Mr. David McCall

District 1 Director

United Steelworkers of America 777 Dearborn Park Lane - J Columbus, OH 43085

Re: Bethlehem Roll Technologies (BRT) Dear Mr. McCall:

This will confirm our understanding on the above captioned matter.

The assignment of Sparrows Point Employees to BRT as described in the 2/10/98 letter to David Wilson from John Klutz and the Draft #9 Memorandum of Agreement signed by John Ostrosky and David Wilson will continue after the Closing with ISG assuming the role of Bethlehem Steel for Employees assignment purposes.

Within ninety (90) days after the Closing Date, the parties will meet to review both the aforementioned documents with the purpose of discussing the renewal of such Agreements.

Sincerely,

Is! Thomas F. Wood

Thomas F. Wood

Corporate Manager Labor Relations Confirmed:

Is! David McCall

David McCall

USWA District 1

May 2, 2003

David McCall

District 1 Director

United Steelworkers of America

777 Dearborn Park Lane - J Columbus, Ohio 43085

RE: Letter of Understanding Concerning Bums Harbor Plant Slab Mill

Dear Mr. McCall:

The Parties have agreed that before hiring any new employees at the Bums Harbor facility, ISG will give first consideration (in accordance with the employee's former Bethlehem Continuous Corporate Service) for employment at the Bums Harbor facility to all the employees from the Bums Harbor Plant Slab Mill who accepted a Bethlehem shutdown pension benefit. Such employees who accept employment with ISG will be considered new hires for all purposes under the ISG Labor Agreement.

Sincerely,

Is! Thomas F. Wood

Thomas F. Wood

Corporate Manager Labor Relations Confirmed:

Is! David McCall

David McCall

USWA District 1

May 2, 2003

Mr. David McCall

District 1 Director

United Steelworkers of America 777 Dearborn Park Lane - J Columbus, OH 43085

Re:Chesapeake Heavy Machine Services UP (#2 Machine Shop)

Dear Mr. McCall:

TWs will confirm our Understanding on the above captioned matter.

Within ninety (90) days of the Effective Date of the CC-CBA, the USWA and ISG shall meet to determine how the facility known as Chesapeake Heavy Machine Services will be operated. During this ninety (90) day period:

1. The current USWA represented employees will be Employees of ISG, covered by the CC-CBA.

2. The facility will be covered under the provisions of Article Twoo, Section D (Successorship) .

Sincerely,

Is! Thomas F. Wood

Thomas F. Wood

Corporate Manager Labor Relations Confirmed:

Is! David McCall

David McCall

USWA District 1

Mr. David McCall

District 1 Director

United Steelworkers of America

777 Dearborn Park Lane - J Columbus, OR 43085

Re: Lackawanna Plant Interim Incentive

May 2,2003

Dear Mr. McCall:

This will confirm our understanding on the application of the incentive, for the Lackawanna plant, contained in Appendix B, Paragraph 6, Incentive/Rates of Pay Issues in the Memorandum concerning the Acquisition of Bethlehem Steel Assets. All the positions at the Lackawanna plant will be placed on an interim rate of 20% above the new Base Rates until such time as the new incentive plan is installed in accordance with the agreement. Once the new incentive plan is installed, a one (1) year delta (based on 2080 hours) between the interim rate on 20%, and the calculated Protected Rate as defined by the Agreement will be calculated and paid in four (4) equal quarterly installments beginning in January of 2004 to the affected Employees.

Sincerely,

/s/ Thomas E Wood

Thomas E Wood

Corporate Managerlabor Relations Confirmed:

/s/ David McCall

David McCall

USWA District 1

May 2, 2003

Mr. David McCall

District 1 Director

United Steelworkers of America

777 Dearborn Park - J Columbus, Ohio 43085

Dear Mr. McCall:

The below confirms our understanding on the following miscellaneous matters:

1. In regards to the Letter of Agreement dated January 6, 2003 concerning Transition Assistance Program (TAP), the Parties agree that any unused TAP funds may be utilized by ISG for purposes as determined by the Company.

2. The Parties agree to amend the ISG Drug and Alcohol Policy to include that any Employee who incurs an extended leave of absence (except Union leave) of greater than ninety (90) days may be required to submit to a drug and alcohol test as part of a return to work physical.

3. The Parties agree that the Burns Harbor Plant Training Coordinator will also coordinate the Training Program for the Lackawanna Plant.

4. The Parties agree that there will be one (1) Training Coordinator responsible for the Training Program for the Coatesville Plant and the Conshohocken Plant.

5. The Parties agree that Employees on the former Bethlehem Lackawanna Coke Plant who have recall or placement rights in accordance with the Bethlehem IJOP or SLTE understandings to a Bethlehem facility will be recalled to an ISG/Bethlehem facility when an opening occurs. Such Employees will be offered employment to an ISG/Bethlehem facility in order of their Bethlehem Corporate Continuous Service and considered Day One Employees upon their acceptance of a recall.

6. The Parties have agreed to amend Article Five, Section I 3 a. (i) of the ISG Agreement. The word "Employee" shall be changed to "employee."

Sincerely,

/s/ Thomas F. Wood

Thomas F. Wood

Corporate Manager Labor Relations Confirmed:

/s/ David McCall

David McCall

USWA District 1

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May 2,2003

Mr. David McCall District 1 Director

United Steelworkers of America 777 Dearborn Park Lane - J Columbus, Oh 43085

RE: Bethlehem Salary Bonus

Dear Mr. McCall:

This will confirm our understanding on the above captioned matter.

ISG will establish a maximum pool of $350,000 dollars to be distributed in the

following manner:

1. An Employee must have been active in one of the Bethlehem Salary bargaining units on December 18, 2002.

2. An Employee must have had a minimum of 5 years in the bargaining unit as of December 18, 2002.

3. The agreement will include eligible Employees who have accepted the TAP conditions and have left the employ of the company.

4. The distribution will include eligible Employees at the following plants: Bums

Harbor, Sparrow Point, Pennsylvania Steel Technologies and Lackawanna.

5. The pool will be distributed equally among all eligible Employees in accordance with the Bethlehem CBA in the fourth quarter of 2003.

Sincerely,

Isl Thomas E Wood

Tomas E Wood

Corporate Manager Labor Relations Confirmed:

Isl David McCall

David McCall

USWA District 1

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May 2, 2003

Mr. David McCall District 1 Director

United Steelworkers of America 777 Dearborn Park Lane - J Columbus, OR 43085

Re: Steelton Facility

Dear Mr. McCall:

This will confirm our understanding on the above captioned matter.

In recognition of the continuous progress that the Parties at the Steelton facility have made to cooperatively restructure and redesign work in order attain long-term viability the following process will be developed:

1. A Joint Determination Committee (}DC) consisting of the Steelton Plant Manager and the Local Union President will be established.

2. The]DC shall continue to discuss modifications to the current Lines of Progression (LOPs), manning levels and assignment practices ill order continue implementation of efficient and effective utilization of the workforce. Such discussions shall also focus on safety issues, capital investment opportunities, facility utilization and quality of work life issues.

3. The Chairmen of the Negotiating Committee will resolve any disputes that may arise within the ]DC.

Sincerely,

Is! Thomas E Wood

Thomas E Wood

Corporate Manager Labor Relations Confirmed:

Is! David McCall

David McCall

USWA District 1

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May 2,2003

Mr. David McCall

District 1 Director

United Steelworkers of America

777 Dearborn Park Lane - J Columbus, OR 43085

Re: Lines of Progression Issues

Dear Mr. McCall:

This will confirm our understanding on the above caption matter.

The Parties agree that should any issue arise relating to Lines of Progression (LOP), the Local Union and Division Management shall meet immediately to resolve such issue. If however, such issue cannot be agreed upon at the local level it shall be appealed to the Chairman of the Negotiating Committee and the Corporate Manager of Labor Relations for resolution.

Sincerely,

Is! Thomas E Wood

Thomas E Wood

Corporate Manager Labor Relations Confirmed:

Isl David McCall

David McCall

USWA District 1

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May 2,2003

Mr. David McCall District 1 Director

United Steelworkers of America. 777 Dearborn Park Lane, - J Columbus, OH 43085

Dear Mr. McCall:

This will confirm the understandings reached in conjunction with the negotiations of the Basic Labor Agreement dated December 15, 2002.

* There will be a six (6) month waiver on the voiding of contracting out agreements as required by Article 1\vo, Section E

* The company may contract out non-core functions, including janitorial, mail activities, landscaping, snow removal, garbage and trash removal, track repair and general plant housekeeping.

* The Parties agree that any incumbents in the jobs listed above will continue to perform such work until such time as there is a permanent vacancy for them in the plant. Additionally, in the case of a lay-off situation, Employees shall be assigned to such work (if being performed) before being laid-off.

Sincerely,

/s/ Thomas E Wood

Thomas E Wood

Corporate Manager Labor Relations Confirmed:

/s/ David McCall

David McCall

USWA District 1

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May 2, 2003

Mr. David McCall District 1 Director

United Steelworkers of America 777 Dearborn Park Lane, - J Columbus, OH 43085

Dear Mr. McCall:

Memorandum of Agreement Concerning the Incorporation of the ISG Railroads, Inc. and South Chicago Indiana Harbor Railroad into the Combined Company Collective Bargaining Agreement between International Steel Group, Inc. and the United Steelworkers of America

1. On May 2, 2003, International Steel Group, Inc. ("ISG") and the United Steelworkers of America ("USWA") reached agreement on a Combined Company Collective Bargaining Agreement ("CC-CBA"), which applied and adapted the ISG Collective Bargaining Agreement to certain of the former facilities of Bethlehem Steel Corporation ("BSC").

2. Exhibit C of the May 2, 2003 Agreement provided for modification and changes to existing USWA collective bargaining agreements of wholly owned railroad companies acquired from BSC by ISG.

3. Subsequent to the CC-CBA, the USWA was certified by the National Mediation Board ("NMB") to be the duly authorized representative of certain other employees of said acquired railroads.

4. ISG and the USWA have negotiated to include the employees of the below listed railroads into the CC-CBA. The employees covered by collective bargaining agreements with the USWA and those employees certified by the NMB on the railroads listed below ("Covered Railroads") are hereby incorporated into the CC-CBA at the steel plants associated with such railroad.

ISG Railroads

Associated ISG Plant

Patapsco and Back River Railroad Lake Michigan and Indiana Railroad

Sparrows Point Bums Harbor

Steelton and Highspire Railroad Brandywine Valley Railroad

Steelton

Coatesville

Upper Merion and Plymouth Railroad South Chicago Indiana Harbor Railroad

Conshohocken Indiana Harbor

5. The above listed railroads will be considered part of the associated plant(s) as recognized in Article One, Section A, "Parties to the Agreement," of the CC-CBA.

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