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USX Shareholders Approve Plan of Reorganization

PRNewswire
PITTSBURGH
10.25.2001

USX Corporation announced that a majority of the outstanding shares of its USX-Marathon Group common stock (NYSE: MRO) and of its USX-U. S. Steel Group common stock (NYSE: X) was voted in favor of the Agreement and Plan of Reorganization of the corporation at a special meeting of stockholders today in Wilmington, Del.

Preliminary vote totals show that a total of 77 percent of the outstanding shares of USX-Marathon Group Common Stock voted to approve the plan and a total of 71 percent of the outstanding shares of USX-U. S. Steel Group Common Stock voted to approve the plan. Voting as a combined single class, 76 percent of the outstanding votes were cast in favor of the plan. Details of the plan were contained in a Proxy Statement/Prospectus dated September 20.

The reorganization envisions a tax-free spin-off of the steel and steel- related business of USX into a publicly traded company to be called United States Steel Corporation (NYSE: X) and the remaining energy business will continue to be operated by USX, which will be renamed Marathon Oil Corporation (NYSE: MRO).

The reorganization is subject to several conditions, including receipt of a favorable tax ruling from the Internal Revenue Service (IRS) on the tax-free nature of the transaction. The transaction is expected to occur at year-end subject to the absence of any materially adverse change in business conditions for the energy and/or steel business, delay in obtaining the IRS ruling or other unfavorable circumstances.

A majority of the outstanding shares of the USX-Marathon Group common stock and USX-U. S. Steel Group common stock also was voted in favor of the two other proposals considered at the meeting: approval of the United States Steel Corporation 2002 Stock Plan and of the United States Steel Corporation Senior Executive Officer Annual Incentive Compensation Plan.

Visit USX Corporation's web site at http://www.usx.com/. USX Corporation press releases are available through Company News On-Call at http://www.prnewswire.com/gh/cnoc/comp/929150.html; or at http://www.prnewswire.com/gh/cnoc/comp/133204.html.

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SOURCE: USX Corporation

Contact: William E. Keslar or Don H. Herring of USX, +1-412-433-6870

Website: http://www.usx.com/

Company News On-Call: http://www.prnewswire.com/gh/cnoc/comp/929150.html
or http://www.prnewswire.com/gh/cnoc/comp/133204.html