<![CDATA[Notice & Proxy Statement]]>

While the peer group is relatively stable from year to year, changes do occur when there is a change in a peer company’s circumstances or when a company that better matches U. S. Steel’s size and/or business is identified. The peer companies chosen for benchmarking are also used for purposes of comparing total shareholder return in connection with the performance awards granted each May (see “Elements of Executive Compensation — Long-Term Incentive Awards and Stock Ownership — Performance Awards”).

The Committee’s independent consultant uses the peer group compiled by Towers Watson together with the public disclosures from the peer group of companies to determine the 50^thpercentile level of compensation for each executive position. The consultant also uses broader survey data from hundreds of large general industry companies in the Towers Watson survey to augment the peer group data when it concludes that peer group data does not provide sufficient information to determine the 50^th percentile level of compensation. Regression analysis is used to appropriately size the data from these large company surveys based upon each position’s revenue responsibility.

The peer group of companies is used to benchmark the salary, short-term incentive, long-term incentive and other elements of compensation and compensation related matters, including retirement benefits, perquisites, stock ownership and retention policies and severance agreements. As a secondary source of information for comparison purposes, custom analyses are performed from time to time using the publicly disclosed information from other Fortune 500 companies. The peer group is also used to evaluate the alignment of corporate performance with the relative level of compensation provided for each executive position (and for all executives in the aggregate as well as for the named executive officers in the aggregate) for the prior year (see “Compensation Assessments,” below).

Based upon feedback received in connection with the 2011 Say on Pay Proposal, the Committee removed three of the larger peer companies, in terms of market capitalization, in 2011 and replaced them with much smaller companies. The effect of this change to the peer group was reflected in the change to Mr. Surma’s individual target incentive under the short-term incentive compensation program at the time the Committee set the targets for 2012. Mr. Surma’s target incentive came down from 140% of base salary for 2011 to 130% for 2012.

Compensation Assessments

The Committee’s consultant prepares competitive assessments by position for each element of compensation at the time the Committee makes its compensation decisions. Additionally, the consultant annually prepares and reviews with the Committee a competitive assessment of the aggregate compensation for the prior year by position. This review is conducted against the prior year in order to be able to compare the Corporation’s information with the peer group of companies’ public disclosures and other data that Pay Governance deems relevant. The objective of this assessment is to determine the alignment of compensation relative to the performance of the Corporation; this alignment is a key objective of the Committee. For purposes of the assessment below, “Compensation” is the aggregate value of the salary, actual short-term incentive and grant date fair market value of the long-term incentives awarded for the relevant year. Annual performance is based upon the Corporation’s primary annual incentive metric, return on capital employed (ROCE), and total shareholder return. The following table illustrates that U. S. Steel’s compensation rankings within the peer group have been consistent with its ROCE and total shareholder return rankings within the peer group of companies.


Year	U.S. Steel CEO Compensation (Peer Group Ranking )	U. S. Steel All 5 NEO Compensation (Peer Group Ranking)	U.S. Steel Total Shareholder Return (Peer Group Ranking)	U. S. Steel Return on Capital Employed (Peer Group Ranking)
2010 (as reported in 2011)	28^th percentile	23^rd percentile	24^th percentile	1^st percentile
2009 (as reported in 2010)	1^st percentile	18^th percentile	59^th percentile	1^st percentile

For an assessment of the Corporation’s alignment of performance and executive realizable compensation over a three-year period, see “Executive Summary — Alignment of Performance and Compensation.”

Targets

Each executive’s base salary, short-term incentive compensation and long-term incentive compensation are targeted at the 50^thpercentile of the peer group of companies. We also provide executives with the opportunity to exceed the 50^thpercentile should the Corporation’s performance exceed our expectations and, in some cases, the performance of our peer companies. The program is also designed to provide compensation below the 50^thpercentile should our performance fall short of our expectations and the performance of our peers. The Committee believes that targeting the 50^thpercentile of the peer group of companies across the three major compensation elements (salary, short-term incentive and long-term incentive compensation) accomplishes its overall objective of providing fair and competitive executive compensation.

In addition to the market data, the Committee considers other factors prior to authorizing increases or decreases to any compensation component. These considerations include factors such as individual performance, the executive’s experience at the position, the importance U. S. Steel assigns to that position and prior compensation actions. An assessment of these factors could result in actual compensation being positioned above or below the targeted 50^thpercentile.

Individual Performance

The individual performance evaluation is used primarily as a modifier for compensation purposes; the main drivers of compensation are changes in the market median level of compensation and corporate financial and operational performance. Individual performance evaluations are subjective and in the aggregate can affect compensation by up to approximately 20 percent, but usually the impact is within the 0 to 10 percent range.

The Committee is charged by its charter to approve the CEO’s compensation level, giving consideration to, among other things, the CEO’s individual performance in the areas of integrity, leadership and effectiveness. The CEO’s individual performance objectives are reviewed by the Committee and approved by the Board in executive session at the beginning of each year and are considered when reviewing the CEO’s performance at the end of the year. A similar evaluation is performed by the CEO with respect to all other executives using like measures and objectives and the results of those evaluations are discussed with the Committee and reflected in the CEO’s compensation recommendations. These individual performance evaluations are subjective and typically only modestly impact the Committee’s decisions in connection with salary determinations and long-term incentive grants for the coming year (see “Elements of Executive Compensation — Long-Term Incentive Awards and Stock Ownership”). With respect to the determination of short-term incentive compensation, these evaluations are used, along with other factors (see “Targets,” above), only for purposes of exercising downward discretion to reduce a calculated award otherwise payable based upon Corporate performance (such otherwise payable award would represent superior individual performance and negative discretion would be required to reduce the award to market comparable levels for average individual performance). The 2011 individual performance measure attributes and objectives are listed in the following table:


Performance Category		Individual Performance Measures

Strategy		Strategic Objectives

Results and Operations		Safety

		Deliver Profitable Results

		Management of Operations

		Compliance and Reporting Process Controls


Performance Category		Individual Performance Measures

People		Succession Planning

		Develop and Retain High Performance Organization

		Diversity and Inclusion

Communications		Shareholder Relations

		External Relations

		Board Relations

		Employees

Compensation Mix

The distribution of compensation among the various compensation elements is driven by the Committee’s belief that, in order to link pay to performance, most of an executive’s compensation should be paid in the form of performance-based variable compensation with an increasingly greater emphasis on variable components for the more senior executives who have greater responsibility for the performance of the business. The following table shows the allocation of variable and fixed compensation, as well as the mix of salary, short-term (at target) and long-term incentives, for our named executive officers for 2011:


2011 Ratios of Compensation to Total Compensation⁽¹⁾
Executive	Salary to Total			Short-Term Incentive to Total			Cash to Total			Long-Term Incentive to Total			Fixed⁽²⁾to Total			Variable⁽³⁾to Total
J. P. Surma		15	%		21	%		36	%		64	%		36	%		64	%
G. R. Haggerty		25	%		25	%		50	%		50	%		41	%		59	%
J. D. Garraux		24	%		23	%		47	%		53	%		41	%		59	%
D. H. Lohr		23	%		23	%		46	%		54	%		41	%		59	%
G. F. Babcoke		23	%		23	%		46	%		54	%		41	%		59	%

(1)

Based on salary, short-term incentive awards (at target) and long-term incentive awards (grant date fair value at target levels). “Total” compensation for this purpose is the total of such salary, short-term incentives and long-term incentives.

(2)

Base salary plus grant date fair value of restricted stock unit awards.

(3)

Short-term incentive award at target plus the grant date fair values of performance awards and option awards.

The distribution of compensation among salary, short-term incentive awards and long-term incentive awards and the resulting distribution of compensation between fixed and variable compensation, and between cash and equity compensation, are primarily influenced by our benchmarking process and the Committee’s desire to link compensation with short-term and long-term goals. Because each element of pay is benchmarked and because metrics affecting short and long-term incentives differ, the value awarded for one element of compensation typically does not directly affect the value awarded for the other elements.

Risks Related to Executive Compensation

Under its charter, the Committee considers the Corporation’s exposure to risk resulting from the setting of compensation. Executives receive a mixture of short-term and long-term incentives. Short-term incentive awards are capped at a maximum amount and the Committee selects short-term incentive goals that are supported by

the Corporation’s annual business plan for its two principal performance measures. The Committee believes that the focus on companywide metrics encourages companywide, rather than business unit, thinking. Long-term incentives make up the majority of our executives’ compensation (see “Compensation Mix,” above) and are based upon different metrics from those used with the short-term incentives. Additionally, executives are required to own and retain a significant portion of their long-term incentive compensation in the form of common stock. For many reasons, including those discussed above, the Committee believes that the overall executive compensation plan design, policies, and mix of compensation will encourage executives not to take short-term and long-term risks that are excessive but, rather, to manage risk in a manner that is in the best long-term interests of the Corporation’s shareholders. For the Committee’s assessment of the 2011 risks related to compensation, see “Board Committees – Compensation & Organization Committee.”

Tally Sheets

The Committee evaluates the cumulative effect of executive compensation decisions via the periodic review of tally sheets that are updated during the year to reflect the impact of the Committee’s compensation decisions. In addition to current compensation information, the tally sheets provide the Committee with information regarding the equity ownership, compensation mix, wealth accumulation and future retirement benefits of each named executive officer. Also, the tally sheets quantify the benefits the Corporation would be required to provide to each named executive officer under various termination scenarios.

Award Recoupment and Revisions

The Corporation has implemented a Recoupment Policy that applies to executive management and provides for the recoupment of incentive awards in the event the Corporation’s financial statements are restated and an executive is involved in fraud or misconduct, including gross negligence, in connection with the reason for the restatement (see “Executive Compensation Principles and Governance — Compensation Governance”).

We do not have a policy of reducing or increasing current awards based upon the amounts realized or not realized from prior compensation awards. The Committee believes that the intended value of an award at grant date reflects both the upside and the downside potentials of any such award.

Elements of Executive Compensation

The types of compensation provided to our executives are:

Ÿ Salary,

Ÿ Short-term incentive compensation,

Ÿ Long-term incentive compensation,

Ÿ Retirement benefits, and

Ÿ Other compensation

Salary

As noted above, the market reference points of our salary ranges correspond to the 50^thpercentile for each position. In addition to providing a salary that is competitive with the market, we target salary compensation to align each executive position’s level within our organizational structure to accurately reflect its relative internal value and, in a limited number of instances, a salary market reference point is adjusted accordingly.

If an executive’s salary exceeds the salary mid-point, future salary increases will be significantly reduced, and performance-based incentive compensation becomes the primary basis for any increases in compensation. While salary compensation typically

does not provide rewards for the Corporation’s performance, salary increases may reflect subjective evaluations of individual performance or may be limited or deferred if the Corporation experiences difficult economic and market conditions.

Our expatriate executives receive premiums, allowances, tax reimbursements and tax gross-ups related to their foreign assignment, as do generally all employees who participate in the expatriate program. The assignment premium is included as creditable earnings for U.S. pension calculation purposes.

Short-Term Incentive Awards

U. S. Steel’s Annual Incentive Compensation Plan is generally a short-term non-equity incentive program designed to provide performance-based compensation that retains the tax deductibility of short-term incentive awards. Typically, the short-term incentive awards are paid in cash, but the Committee retains discretion to provide the award in cash, stock or a combination of cash and stock. The plan’s objective is to align our executives’ compensation with the achievement of performance goals that support our business strategy. To accomplish this objective, the Committee selected two main performance measures to be complemented by two additional citizenship measures. The main performance measures, return on capital employed (“ROCE”) and steel shipments, are two critical measures of overall corporate and operational performance that link to our business plans and strategy. Of these two measures, the greater emphasis is placed on ROCE at an 80 percent weighting with the remaining 20 percent placed on steel shipments.

Descriptions of the performance measures are provided below.

Return on Capital Employed

Return on Capital Employed (“ROCE”) accounts for 80 percent of an executive’s overall target award. It is calculated annually by dividing our annual income from operations by average capital employed in the business. Unless contemplated in the approved performance target, income from operations excludes charges or credits for business dispositions, acquisitions, asset sales, asset impairments, workforce reductions, shutdowns, and contingent liabilities or tax accruals for items or events not related to the applicable performance period. Capital employed is the average of quarterly amounts determined by subtracting accounts payable from the sum of receivables; inventories; and net property, plant and equipment.

Shipment Tons

Shipment Tons are defined as the total tons of steel products we ship worldwide during the year, and this measure accounts for 20 percent of an executive’s overall target award. Shipments from facilities that are the subject of dispositions and acquisitions during the current Performance Period are excluded from this measure.

Citizenship Measures

The Committee believes that a responsible, well-functioning company should maintain certain citizenship standards. Accordingly, the short-term incentive compensation plan uses additional performance measures referred to as “citizenship” measures, to promote certain behavior. In 2011, the Committee set goals for two such measures, rewarding behavior that promoted the increased safety of our workforce and the reduction of the Corporation’s environmental emissions both of which we believe show commitment to better operational and financial performance. These citizenship measures are used as modifiers, capable of increasing or decreasing an executive’s calculated award by up to 5 percent of the target award in the case of environmental emissions and by up to 10 percent in the case of safety.

Safety performance means annual improvement in the number of serious work-related injuries that prevent an employee from returning to work for 31 days or more.

Environmental emissions improvement means a reduction in the number of occurrences of noncompliant air and water emissions. The 2011 Environmental emission target includes 2010 actual results for those production units/facilities that were operational for all of 2010; however, it includes actual results from the last full year of production for production units/facilities that were idled for a portion of 2010.

The following table demonstrates the weighting of the two main performance measures:


Performance	ROCE Payout as a Percent of the Individual Target Award⁽¹⁾	Shipment Tons Payout as a Percent of the Individual Target Award	Total Award as a Percent of the Individual Target Award
Threshold⁽¹⁾	20%	10%	30%
Target	80%	20%	100%
Maximum	160%	40%	200%

(1)

For 2011, the Threshold ROCE payout rate was lowered to 20%, from 40%, along with its corresponding ROCE performance target .

If performances for the citizenship measures exceed the target performance objectives, an additional 15 percent of the target award can be earned, resulting in a maximum opportunity of 215 percent of an executive’s target award. Failure to achieve target performances for the citizenship measures could result in a maximum deduction of up to 15 percent of the target award.

The ROCE performance measure is intended to keep executives focused on maximizing the Corporation’s return from the use of its resources over the near-term, including operating results as well as working capital and fixed investments. The steel shipment performance measure is intended to keep executives focused on operational objectives. The measure focuses on shipments rather than production to avoid providing incentive to build inventory beyond the level of demand for our products.

Performance goals are set each performance period typically based on the expectations of our business for the upcoming year, and are meant to be challenging yet achievable. The Committee’s consultant further tests the appropriateness of these goals by considering the general economic environment for the upcoming year, reviewing historical performance among our peer group of companies and a broader index of durable goods manufacturers and conducting probability analyses based on historical results.

Although the annual ROCE target typically has been aligned with the Corporation’s business plan, given the difficult economic environment and its impact on the Corporation’s business plan in recent years, the Committee maintained the ROCE target at 12 percent, which approximates the Corporation’s historical cost of capital and which greatly reduced the probability of paying target bonus awards in 2010 and again in 2011. Balancing its decision to set the short-term incentive ROCE target at the approximate historical cost of capital for 2010 and 2011, the Committee approved in each of these years a short-term incentive payout percentage that reduced the performance threshold from 6 percent ROCE to 2 percent ROCE, and correspondingly reduced the payout from 40 percent to 20 percent. This lower performance threshold and its associated lower payout rate offered executives an incentive to earn a modest award if the Corporation achieved a positive return on capital, in contrast to the negative ROCE performance in recent years, while maintaining the target payout for performance at the 12 percent ROCE level. Supporting the decision for the extended ROCE threshold in 2011 was the fact that the Corporation had not achieved the 2 percent ROCE performance level for the two preceding performance periods.

An executive’s target award under the short-term incentive plan is equal to the percent of salary assigned to each executive. The percentage applied to each executive’s base salary is designed to be equivalent to approximately 20 percent above the market-median short-term incentive compensation for that executive, determined using the benchmarking analysis described above. The portion of the percentage above the market-median for individual targets can vary from year to year depending upon changes in the market data. In setting the individual targets for 2011, the range above the market-median for the named executive officers was from 5 to 15 percent with Mr. Surma at 5 percent above the market-median.

Again, in developing the target award, the Committee typically increases the short-term incentive compensation target by up to 20 percentage points above the market median. This allows the Committee to exercise discretion to reduce compensation that would otherwise be awarded in connection with the attainment of corporate performance goals depending upon the individual performance of each executive and the Committee’s judgment about the Corporation’s performance. An unreduced award would indicate superior individual performance by the executive and/or the Corporation during the performance period. Individual performance is evaluated using subjective criteria and, in the case of executives other than the CEO, with input from the CEO. The Committee has granted actual awards on a weighted average basis over the five years preceding 2011 for named executive officers at approximately 4.5 percentage points below the calculated award, reflecting the Committee’s view that the performances by the named executive officers have been very strong. As discussed above, executive compensation generally has remained aligned with the Corporation’s performance.

The Corporation’s return on capital employed improved from (0.9)% in 2010 to 2.9% in 2011, which was above the extended threshold of 2.0%. Shipments were 22.3 million tons, 2.4 million tons above the threshold of 19.9 million tons. Environmental emissions performance was excellent, accomplishing year over year improvement for at least 6 consecutive years and emissions at approximately one-sixth the level of the 2006 emissions. The Corporation recorded just 11 serious work related injuries in 2011 for its safety metric, the lowest recorded number in our history. Although we continue to strive for zero serious injuries, our 2011 performance was better than 12 times the industry average, which the Committee believes is world-class performance.

For 2011, the Corporation’s performance resulted in a calculated payout of 54% of target before the Committee’s exercise of negative discretion. As discussed above, absent the application of negative discretion, a payout at the calculated amount represents an award for superior individual and/or corporate performance. The Committee exercised negative discretion on average of about 5.4% of the calculated award for executives, reflecting its view that, while it was disappointed with the Corporation’s financial performance, it recognized the significant improvement in the ROCE performance over the prior two performance periods and the excellent performances for safety and environmental emissions in 2011.


Executive	Year		Target Award as % of Base Salary⁽¹⁾			Individual Target Award⁽²⁾			Corporate Performance⁽³⁾			Calculated Award⁽⁴⁾			Awarded Amount
J. P. Surma		2011		140	%(5)		$	1,764,000		54	%		$	952,560		$	901,000
G. R. Haggerty		2011		100	%		$	609,000		54	%		$	328,860		$	310,000
J. D. Garraux		2011		95	%		$	532,000		54	%		$	287,280		$	280,000
D. H. Lohr		2011		95	%		$	513,000		54	%		$	277,020		$	264,000
G. F. Babcoke		2011		95	%		$	498,750		54	%		$	269,325		$	250,000

(1)

Base Salary is the rate of pay determined by annualizing the salary for the last month of the performance period (that is, December 2011 salary multiplied by 12).

(2)

Target Award is the amount that would be paid to the executive assuming (a) the Corporation achieves its target performance objectives and (b) the Committee does not exercise downward discretion.

(3)

The “Corporate Performance” is the payout rate determined by the Corporation’s performance against all of the performance measures, as shown below.

Performance Measure

2011 Target
Performance

2011 Actual

Performance

Target

Payout

Rate*

Actual

Payout
Rate**

ROCE

<2.0%

2.0%

2.9%

20%

24%

6.0%

40%

12.0%

80%

³18.0%

160%

Shipment Tons (millions)

<19.9

19.9

10%

22.3

15%

24.9

20%

³26.2

40%

Safety

Improvement

10%

Environmental

Improvement

Corporate Performance (Total Payout Rate)

54%

Numbers highlighted in blue represent Target Performance that would result in a 100 percent payout rate (80 percent weighting for ROCE and 20 percent weighting for Shipment Tons). Numbers highlighted in gray represent the actual performances and related payouts.

Actual Payout Rates for ROCE and Shipment Tons are interpolated based on 2011 Actual Performances within the 2011 Target Performance ranges and are rounded in total.

(4)

The “Calculated Award” is the award that would be payable, absent the exercise of downward discretion by the Committee, given the Corporation’s actual performance. The Calculated Award is equal to the Corporate Performance Payout Rate times the Individual Target Award and an award at this level reflects superior performance. Given the Corporation’s performance and absent the Committee’s application of negative discretion, had Mr. Surma’s individual target been at the median, the award to Mr. Surma would have been $918,540.

(5)

Mr. Surma’s 2012 Individual Target has been reduced to 130% of base salary due to changes in the peer group of companies.

Long-Term Incentive Awards and Stock Ownership

The Committee determined that the value of each executive’s market-based long-term incentive opportunity under the executive long-term incentive program should be distributed evenly among three equity incentive vehicles (service-vesting stock options, service-vesting restricted stock units, and performance awards) in order to provide a balanced program (for a discussion of each of these vehicles see the following sections captioned “Stock Options”, “Restricted Stock Units”, and “Performance Awards”). The Committee believes these three long-term incentive vehicles best accomplish its objectives, as indicated in the following table:


Plan Objectives	Stock Options	Restricted Stock Units	Performance Awards
Performance-based	X		X
Promote a long-term perspective to complement the short-term perspective of the short-term incentive program,	X	X	X
Promote an ownership culture by facilitating the accumulation and retention of shares,	X	X	X
Serve as an executive retention device for the Corporation,		X	X
Consider the historically cyclical nature of our industry and provide some stability to our overall compensation program,		X	X
Cash efficient for the Corporation by emphasizing the use of stock, and	X	X	X
Tax efficient for the Corporation.	X		X

As noted above, the Committee references peer group and survey data provided by its consultant in determining the size of the awards under the long-term incentive program. When developing his recommendations to the Committee, the CEO may at times apply discretion to suggest increases or decreases to the median values provided by the peer group and survey data based upon an evaluation of an executive’s individual performance over the prior year and the executive’s future leadership potential.

In 2011, the Committee determined to make a long-term incentive award to Mr. Surma at approximately the 28^th percentile for CEOs of the peer group recognizing the fact that the Corporation had not performed as expected in the past year. The awards to the other named executive officers for 2011 were about 11 percent below the dollar value at the median of the peer group of companies reflecting the Committee’s view that, while the executive management team had done an excellent job in responding to the market changes over the preceding two years, the Corporation underperformed the peer group of companies.

The Corporation does not time the granting of equity incentive awards in conjunction with the timing of the release of material non-public information. Equity grants are usually made at the Committee’s May meeting. The date of grant is the date that the Committee approves the grant, or, if the market is not open on that date, the next day the market is open.

Approved award values are converted to a number of award units (shares) by dividing the aggregate award value by the grant date value of an award unit determined in accordance with applicable accounting principles. See the “Grants of Plan Based Awards” table for information regarding equity grants under the Corporation’s long-term incentive program.

Stock Options

Stock options are performance-based awards that reward executives for an increase in the Corporation’s stock price over the term of the option. The value to executives is limited to any appreciation of our stock price above the option’s exercise price after the option becomes exercisable and before it expires.

The Committee believes stock options are a good vehicle for delivering performance-based compensation to executives. This belief is supported by the fact that, as of December 31, 2011, all of the outstanding stock option awards, both vested and unvested, for all executives in the aggregate had an intrinsic dollar value of zero. Additionally, the Committee believes that stock options promote a long-term perspective, facilitate the accumulation of shares, and are a cash efficient and tax efficient way to deliver compensation to executives. While the Committee has been advised by its consultant that stock options make up approximately 41 percent of the long-term incentive awards at our peer companies, it believes that one-third of the long-term incentive value delivered in the form of stock options provides the right amount of leverage for our executives and the right balance to the executive long-term incentive program.

Stock options granted under this program have a term of ten years and vest ratably over three years with one-third of the granted options vesting on each of the first, second and third anniversaries of the grant date, subject to continued employment on each vesting date. The exercise price is the average of the high and low stock prices on the date of grant.

Restricted Stock Units

Restricted stock units are awards that deliver full-value shares and accumulated dividends upon vesting. Restricted stock units vest ratably over three years, with one-third vesting on each of the first, second and third anniversaries of the grant date, subject to the executive’s continued employment on each vesting date.

The Committee believes that at least a portion of the long-term incentive value should be delivered in full-value shares. Full-value awards provide some downside to the executives and encourage the executives not to take risks for which the upside is out of proportion to the downside. Additionally, the Committee considered that there may be down cycles in the steel industry and/or times of market instability, similar to the market conditions experienced since 2009, during which stock options may be of little or no value to the executives. Therefore, the Committee elected to award a portion of the long-term incentive value in the form of restricted stock units that, while not as tax efficient as other equity vehicles, will continue to provide some executive retention value to the Corporation during industry down cycles.

Performance Awards

Performance awards provide an incentive for executives to earn full-value shares based upon our total shareholder return, defined as stock price appreciation plus dividends, versus that of our peer group of companies over a three-year performance period (see “Potential Payments Upon Termination or Change in Control — Discussion of Compensation Elements — Performance Awards”). The three-year performance period begins on the third business day following the release of the Corporation’s earnings for the first quarter of the grant year. Each performance period ends on the twelfth business day following the release of first quarter earnings for the year that is three years after the grant year. The Committee will compare the average stock prices of U. S. Steel and its peer group of companies over the ten business days (third business day through the twelfth business day) following the release of earnings at the beginning of the performance period with the relevant average stock prices for the corresponding ten business days at the end of the performance period. The Committee chose to use these beginning and ending measurement periods to assure that the measurements will occur after the market has absorbed the Corporation’s latest earnings information and to alleviate any concerns that shareholders may have regarding the timing of the release of material information in connection with the determination of executive compensation. The performance periods begin following the release of first quarter earnings because, for tax deduction purposes, the performance periods must begin within 90 days of the May grants.

The 2011 performance period began on the third business day following the public release of the Corporation’s earnings for the first quarter of 2011 (April 29, 2011) and will end the earlier of (i) the end of the twelfth business day following the public release of the Corporation’s earnings for the first quarter of 2014 or (ii) the date of a change in control of the Corporation. Performance award shares do not pay dividends or carry voting privileges. Performance award payouts are based on the Corporation’s total shareholder return (TSR) compared to the TSR for each company in a peer group of companies. Definitions and calculations used in determining the TSR are as follows:

(a)

Average Measurement Period Price = the average of the fair market values (average of the high and low stock prices on each trading day) for the ten business day period beginning on the third business day following the public release of earnings for the first quarter of a fiscal year (the “Measurement Period”).

(b)

Initial Price = the Average Measurement Period Price for the initial Measurement Period which follows the first quarter of the grant date year.

(c)

Final Price = the Average Measurement Period Price for the final Measurement Period which follows the first quarter of the third fiscal year succeeding the grant date year.

(d)

Annualized TSR = ((Final Price + all dividends paid during the relevant performance period)/Initial Price)^(1/3)-1. The use of the cube root (“^(1/3)”) in the calculation of Total Shareholder Return effectively restates the return as an annual rate of return; that is, if the Total Shareholder Return for the three-year performance period was 45 percent, this calculation would state the Total Shareholder Return as an annual return rate of approximately 13 percent. The Committee believes a comparison of annual rates of return facilitates the ability to keep the rates of return in perspective.

Award payouts are determined based on the rank of our TSR compared to the TSRs of the companies in our designated peer group. No payouts are made if our TSR ranks

below the 25^thpercentile; the payout is 50 percent of target (the threshold award) if our TSR rank is at the 25^thpercentile; the payout is 100 percent of target (the target award) if our TSR rank is at the 50^thpercentile; and the payout is 200 percent of target (the maximum award) if our TSR rank is at or above the 75^thpercentile. Interpolation is used to determine actual awards for performance between the threshold and target and target and maximum award levels.

Pursuant to the administrative regulations for the long-term incentive program, the performance award grants require the annual selection and approval by the Committee of a peer group for TSR comparison purposes. In May 2011, the Committee approved the use of the 2011 performance award peer group (the same companies noted above) with the following changes from the 2010 performance award peer group:

Removal of the following companies:

Caterpillar Inc.

Honeywell International Inc.

EI DuPont de Nemours & Co.

Addition of the following companies:

Reliance Steel & Aluminum Co.

Timken Co.

TRW Automotive Holdings Corp.

The Committee elected to award a portion of the long-term incentive awards in the form of performance awards to give executives incentive to outperform a peer group of companies on a total shareholder return basis. The fact that this award vests depending upon total shareholder return relative to a peer group provides potential retention value to the Corporation even in a difficult market to the extent that the Corporation outperforms the peer group of companies. The 2008 performance award did not vest in 2011 because U. S. Steel’s relative total shareholder return ranking was below the threshold performance level for the preceding three-year performance period. None of the 2009, 2010 or 2011 performance award grants would have vested had the last day of their relevant performance periods been December 31, 2011.

Stock Ownership and Retention Policy

U. S. Steel has adopted a comprehensive stock ownership and retention policy designed to support a culture of ownership among its executives for the purpose of better aligning their interests with those of the Corporation’s shareholders. The Committee believes significant ownership levels will provide additional motivation to executives to perform in accordance with the interests of the Corporation’s shareholders. The policy complements the Corporation’s equity compensation program, thereby continually increasing the share ownership levels of our executives and providing clear guidelines as to what executives can expect to realize for compensation purposes. The program consists of two elements:

Stock ownership requirements, and

Stock retention requirements.

Our stock ownership policy requires our executives to accumulate and retain a minimum level of ownership in U. S. Steel common stock based upon their positions and salaries. Specifically our executives must hold stock having a fair market value equal to a designated multiple of salary, as indicated in the table below:


Position	Multiple of Salary Reference Point
CEO		5 X	⁽¹⁾
Executive Management Committee member ⁽²⁾		3 X
All other executives		1 X

(1)

In 2012, Mr. Surma’s ownership requirement was raised to 6 times his salary reference point.

(2)

The Executive Management Committee is the highest ranking management committee.

Until an executive satisfies the ownership requirements, the executive must retain 100% of the after-tax value of restricted stock unit and performance award vestings in the form of shares of stock and 25% of the after-tax value of stock option exercises in the form of shares of stock. Once the stock ownership requirement is met, each executive is further expected to retain at least 25 percent of all additional shares (net of any exercise costs and taxes) realized through the exercise of stock options and the vesting of restricted stock units and performance awards until the executive is eligible for retirement and he or she receives consent from the CEO to dispose of these shares. As of December 31, 2011, all named executive officers had exceeded their ownership requirements and had complied with the stock retention policy.

The Committee believes the ongoing 25 percent retention requirement is an appropriate complement to our long-term incentive plan, as it underscores a principle objective of the program, namely to align executive interests with those of our shareholders over the long-term.

Retirement Benefits

In order to attract and retain employees, we believe that it is important to provide employees with some level of income replacement during their retirements. Retirement benefits provided to our CEO have been compared to those provided to chief executive officers among our peer group of companies. When expressed as a percent of pre-retirement base salary and short-term incentive awards, our CEO’s retirement benefits were found to be reasonable and within the range of benefits provided to other peer group chief executive officers.

Qualified Plans

Our named executive officers participate in the Corporation’s two qualified retirement programs (together, the “Qualified Pension Programs”):

榴莲视频 Plan for Employee Pension Benefits, Revision of 2003 (the “Steel Pension Plan”) (discussed under “Pension Benefits”) and

榴莲视频 Savings Fund Plan for Salaried Employees (the “Steel Savings Plan”) (discussed under “Summary Compensation Table — Discussion of Summary Compensation Table — All Other Compensation”).

The Qualified Pension Programs are designed to provide eligible employees of U. S. Steel and its affiliates with income during retirement.

Non-Qualified Plans

We provide the following three non-qualified pension programs (together, the “Non-Qualified Pension Programs”) to our named executive officers:

榴莲视频 Non Tax-Qualified Pension Plan (the “Non Tax-Qualified Pension Plan”),

榴莲视频 Executive Management Supplemental Pension Program (the “Supplemental Pension Program”), and

榴莲视频 Supplemental Thrift Program (the “Supplemental Savings Program”).

The Non-Qualified Pension Programs (discussed in greater detail under the “Pension Benefits” and “Nonqualified Deferred Compensation” sections) are designed to provide retirement benefits to executives and certain high-level non-executives of U. S. Steel and its affiliates.

The purposes of the Non Tax-Qualified Pension Plan and the Supplemental Savings Program are to provide benefits that are not permitted to be provided under the Steel Pension Plan and Steel Savings Plan, respectively, due to certain limits established under, or that are required by, the Internal Revenue Code (“Code”). The benefit accrual formulas under these Non-Qualified Pension Programs are approximately equal to the formulas under the respective Qualified Pension Programs.

The purpose of the Supplemental Pension Program is to provide pension benefits for executives and certain non-executives with respect to compensation paid under the short-term incentive compensation plans maintained by the Corporation, its subsidiaries, and its joint ventures since a significant portion of an executive’s annual cash compensation is comprised of at-risk incentive payments, which are awarded based on the Corporation’s performance in a given year. (See the “Short Term Incentive to Total” column of the table under “Setting Executive Compensation — Compensation Mix.”) Absent the benefits provided by this plan, our executives would not receive retirement benefits that take into account compensation paid under the short-term incentive compensation plans. By providing a retirement benefit based on pay earned through the incentive compensation plans, we avoid the incongruity of expecting executives to take more of their cash compensation in the form of variable, incentive-based compensation and, as a result, having executives receive less replacement income as a percent of cash compensation due to the exclusion of the incentive-based compensation from the tax-qualified Steel Pension Plan.

Without these Non-Qualified Pension Programs, the income replacement ratio for executives of U. S. Steel would be significantly less than the income replacement ratio for most non-executives who are covered only under the Qualified Pension Programs. The Committee believes it is important to our attraction and retention objectives to provide a fair income replacement for executives in retirement.

Benefits under the Supplemental Pension Program are subject to service-based and age-based restrictions. For example, unless the Corporation consents, benefits are not paid under the Supplemental Pension Program if the executive voluntarily terminates employment prior to the attainment of 60 years of age. We believe this restriction helps to support our retention objectives.

Letter Agreements

Generally, we employ letter agreements only under special circumstances, for example, as an inducement to work for U. S. Steel or to accept a special assignment, or as compensation for delaying a retirement or foregoing something of value. Of our current named executive officers, only Mr. Surma and Mr. Babcoke have letter agreements. Generally, the agreement with Mr. Surma was entered into as an inducement for him to join an affiliate of U. S. Steel in 1997 and was assumed by U. S. Steel in connection with its 2001 separation from Marathon Oil Corporation and Mr. Surma’s agreement to transfer to U. S. Steel (for detailed descriptions of the letter agreements, see the discussions under “Pension Benefits — Letter Agreements”).

The Corporation may need to enter into agreements similar to those mentioned above from time to time in order to attract experienced professionals for high-level positions, adequately staff certain positions, or retain key employees.

Other Compensation

Severance Agreements

We have change in control severance agreements in place for all executives. The Committee believes that these arrangements enable our executives to evaluate corporate opportunities that may be favorable for the shareholders without the accompanying concerns about the potential impact on their job security.

Payments under these severance agreements would only be triggered upon the occurrence of both a change in control of the Corporation and a termination of an executive’s employment. While the current form of agreement pays three times salary and bonus upon a change in control and termination, the Committee, based upon advice from its consultant, has determined that such agreements with new members of executive management will provide payments equivalent to two and one-half times salary and bonus for direct reports of the CEO who are members of the Executive Management Committee and at two times salary and bonus for all other executives. Additionally, the Committee has removed the excise tax gross-up provision for Mr. Surma and those executives approved after July 1, 2011 to have change in control

agreements. See and “Payments Upon Termination or Change in Control” for additional information regarding the key terms and provisions and the quantification of these benefits to executives.

Perquisites

We provide a limited number of perquisites. We provide them because they (1) facilitate the executives’ ability to do their jobs without undue distractions or delays (e.g. parking spaces in our headquarters building), (2) have clear business-related components which benefit the Corporation (e.g. club memberships, which facilitate the entertainment of customers, suppliers and other business associates), (3) provide a measure of health and safety unavailable elsewhere (e.g. limited personal use of corporate aircraft and company-paid physicals), and (4) provide assistance in handling the financial intricacies of our compensation programs to ensure accurate personal tax reporting (e.g. financial planning and tax preparation). Such benefits maximize the safe and efficient use of our executives’ time and, by facilitating the development of commercial and other business relationships, provide a significant benefit to the Corporation and its shareholders at an immaterial cost. We do not provide gross-up payments to cover personal income taxes that may be attributable to any of the perquisites except for (a) relocation and (b) tax equalization and travel related to expatriate assignments, which gross-ups are generally provided to non-executive employees as well.

Other Benefit Programs

U. S. Steel’s executives participate in many of the benefits provided to non-union employees generally, including vacation and holiday benefits, insurance benefits, disability benefits, and medical and prescription drug programs. Under the insurance benefits, certain employees, including the named executive officers, have been offered the U. S. Steel Variable Universal Life Insurance program, a form of company-provided life insurance as an alternative to the Corporation’s basic life insurance coverage. We believe these benefits support our overall attraction and retention objectives.

Accounting and Tax Matters

For a discussion of the accounting impacts on various elements of long-term incentive compensation, see footnote 14 to the Financial Statements in our annual report filed on Form 10-K for the year ended December 31, 2011.

Section 162(m) of the Internal Revenue Code generally disallows a public company’s tax deduction for compensation paid to the CEO and certain other highly compensated officers exceeding $1 million in compensation for any taxable year. However, qualifying performance-based compensation is not subject to the deduction limit if certain requirements are satisfied. All short-term incentive payments and all compensation attributable to stock option exercises and performance award vesting during 2011 satisfied the requirements for deductibility under Section 162(m). All service-vesting restricted stock units vesting during 2011, including any dividends on such stock, did not satisfy the requirements for deductibility under Section 162(m). Also, annual salary and imputed income, such as perquisites, do not qualify as performance-based compensation under Section 162(m). In 2011, only Mr. Surma had nonperformance-based compensation that exceeded the $1 million threshold described above, which, setting aside his salary, was primarily the result of the vesting of restricted stock units in 2011. The estimated tax-related cash impact of Section 162(m) on the Corporation is approximately $277,000.

In determining executive compensation, the Committee considers, among other factors, the possible tax consequences to the Corporation. Tax consequences, including but not limited to tax deductibility by the Corporation, are subject to many factors (such as changes in the tax laws and regulations or interpretations thereof) that are beyond the control of the Corporation. In addition, the Committee believes that it is important for it to retain maximum flexibility in designing compensation programs that meet its stated objectives. For these reasons, the Committee, while considering tax deductibility as one of the factors in determining compensation, does not limit compensation to those levels or types of compensation that will be deductible by the Corporation.

Summary Compensation Table

The following table sets forth certain compensation information for U. S. Steel’s Chief Executive Officer (CEO), Chief Financial Officer (CFO) and the three other most highly compensated executive officers in 2011 who were serving as executive officers at the end of 2011 for services rendered to U. S. Steel and its subsidiaries during 2011, 2010 and, except for Mr. Babcoke, during 2009:


Executive & Principal Position	Year		Salary⁽¹⁾ ($)			Stock Awards⁽²⁾ ($)			Option Awards⁽²⁾ ($)			Non-Equity Incentive Plan Compensation ($)			Change in Pension Value & Nonqualified Deferred Compensation Earnings⁽³⁾ ($)			All Other Compensation⁽⁴⁾ ($)			Total ($)
J. P. Surma		2011		$	1,260,000		$	3,542,898		$	1,771,467		$	901,000		$	2,529,584		$	214,240		$	10,219,189
Chairman of the Board & Chief Executive Officer		2010		$	1,130,004		$	4,333,347		$	2,166,612		$	458,640		$	3,901,687		$	188,604		$	12,178,924
Chairman of the Board & Chief Executive Officer		2009		$	1,130,004		$	—		$	—		$	210,000		$	2,053,959		$	167,038		$	3,561,001
G. R. Haggerty		2011		$	601,000		$	819,797		$	410,001		$	310,000		$	1,182,544		$	81,715		$	3,405,057
Executive Vice President & Chief Financial Officer		2010		$	555,750		$	866,578		$	433,274		$	144,495		$	1,962,294		$	76,403		$	4,038,794
Executive Vice President & Chief Financial Officer		2009		$	555,750		$	1,000,070		$	499,929		$	78,000		$	896,418		$	45,734		$	3,075,901
J. D. Garraux		2011		$	547,504		$	819,797		$	410,001		$	280,000		$	989,183		$	74,257		$	3,120,742
General Counsel & Senior Vice President-Corporate Affairs		2010		$	494,798		$	799,611		$	399,964		$	129,058		$	1,515,190		$	58,005		$	3,396,626
General Counsel & Senior Vice President-Corporate Affairs		2009		$	451,260		$	880,067		$	440,003		$	60,000		$	736,632		$	47,432		$	2,615,395
D. H. Lohr		2011		$	526,676		$	819,797		$	410,001		$	264,000		$	996,257		$	85,229		$	3,101,960
Senior Vice President- Strategic Planning, Business Services and Administration		2010		$	459,252		$	799,611		$	399,964		$	123,500		$	1,752,346		$	75,388		$	3,610,061
		2009		$	441,750		$	836,936		$	418,293		$	59,000		$	799,284		$	78,080		$	2,633,343

G. F. Babcoke		2011		$	515,000		$	786,940		$	393,416		$	250,000		$	857,689		$	211,276		$	3,014,321
Senior Vice President- Europe & Global Operations Services		2010		$	390,500		$	533,454		$	266,723		$	106,210		$	1,226,992		$	685,814		$	3,209,694

(1)	Mr. Surma’s base salary is the same as it was in May 2008. The reason it appears to have gone up in 2011 is that his pay was reduced, at his request, by 20% effective July 1, 2009 and restored to its May 2008 level effective July 1, 2010.

(2)

Stock and option award grant date values are computed in accordance with ASC 718, as described in footnote 14 to the Corporation’s financial statements for the year ended December 31, 2011 and filed on Form 10-K. The Stock Awards column includes performance awards that are reported at the target number of shares and the grant date fair value of such awards includes a factor for the probable performance outcome of each grant. The maximum payout for the performance awards is 200% of target. Respecting Mr. Surma’s desire, the Committee did not grant to him any long-term incentive awards in 2009.

(3)

These amounts represent the aggregate increase in actuarial value on an accumulated benefit obligation (ABO) basis that accrued to each executive in 2011 under the Corporation’s retirement plans and programs, calculated using the same assumptions used for the Corporation’s annual financial statements, except that retirement age is assumed to be the normal retirement age for the respective plans. Key assumptions are shown under the Pension Benefits table. For the named executive officers, ABO increases from 2009 to 2010 reflect a decrease in the assumed lump sum rate, an additional year of benefit and interest accrual and a decrease in the assumed discount rate. The values reported in the earnings column of the Nonqualified Deferred Compensation Table are not included here because the earnings are not above-market and are not preferential. These amounts exclude any benefits to be paid from plans of formerly affiliated companies.

(4)	Components of All Other Compensation are as follows:


			ALL OTHER COMPENSATION
Executive	Year		Life Insurance Premiums			Steel Savings Plan Contributions			Supplemental Savings Program Accruals			Foreign Service Tax Gross Ups & Reimbursements^(a)			Perquisites^(b)			TOTAL
J. P. Surma		2011		$	33,024		$	14,150		$	61,450		$	—		$	105,616		$	214,240
G. R. Haggerty		2011		$	14,068		$	14,700		$	21,360		$	—		$	31,587		$	81,715
J. D. Garraux		2011		$	16,022		$	14,700		$	18,150		$	—		$	25,385		$	74,257
D. H. Lohr		2011		$	13,512		$	13,896		$	17,705		$	3,175		$	36,941		$	85,229
G. F. Babcoke		2011		$	11,560		$	14,700		$	16,200		$	6,217		$	162,599		$	211,276

(a)

Foreign service tax gross ups and reimbursements include reimbursements, tax gross-ups and settlements associated with foreign service. In connection with his foreign service, Mr. Babcoke received net tax reimbursements of ($5,335) and tax gross-ups of $11,552 in 2011. Mr. Lohr received net tax reimbursements of $859 and tax gross-ups of $2,316.

(b)

Types of perquisites available to our executives include limited personal usage of corporate aircraft and automobiles, dining privileges, club memberships, financial planning and tax preparation services, company-paid physicals, parking expenses, limited personal use of corporate properties, tickets to entertainment and sporting events, company matching contributions to charities, foreign service premiums, relocation expenses, and, in the case of executives on foreign assignment, the services of a driver, security, housing and utilities benefits, foreign service cost of living adjustment and allowances for communications and home leave. The amounts disclosed above are calculated using the aggregate incremental costs related to the perquisites received by the executives for the last fiscal year. Mr. Surma’s 2011 personal aircraft usage totaled $60,686 (see “Discussion of the Summary Compensation Table — All Other Compensation” for a discussion of the personal aircraft usage calculation). Mr. Babcoke’s 2011 club membership payments totaled $59,255, and his 2011 relocation reimbursements were $50,500.


Discussion of the Summary Compensation Table		Salary The salaries of executives are reviewed on an annual basis, as well as at the time of a promotion or other change in responsibilities. Salary adjustments are based on an evaluation of an executive’s performance and level of pay compared with comparable salary levels at the companies we use as a peer group for compensation purposes. The proportion of salary to total compensation for Mr. Surma in 2011, assuming a target short-term incentive award, was 15%. For a discussion of executive compensation mix, see “Compensation Discussion and Analysis — Setting Executive Compensation — Compensation Mix.”
		Stock Awards The grant date fair market value used to calculate compensation expense in accordance with Accounting Standard Codification Topic 718 (ASC 718), Compensation — Stock Compensation is $45.81 per share for our 2011 restricted stock unit grants, $45.65 per share for our 2010 restricted stock unit grants, $29.79 per share for our 2009 restricted stock unit grants, $65.47 per share for our 2011 performance award grants, $57.02 per share for our 2010 performance award grants, and $40.16 per share for our 2009 performance award grants. For further detail, see our report on Form 10-K for the year ended December 31, 2011, Financial Statement Footnote 14.
		Option Awards The grant date fair market value used to calculate compensation expense in accordance with ASC 718 is $24.39 per share for our 2011 stock option grants, $24.31 per share for our 2010 stock option grants, and $14.87 per share for our 2009 stock option grants. For further detail, see our report on Form 10-K for the year ended December 31, 201, Financial Statement Footnote 14.
		Non-Equity Incentive Plan Compensation The non-equity incentive plan compensation benefits are referred to within these executive compensation discussions as short-term incentive awards and relate to awards granted pursuant to the 2005 and 2010 Annual Incentive Compensation Plans. For a discussion of the actual results for 2011, see “Compensation Discussion & Analysis — Elements of Executive Compensation — Short-Term Incentive Awards.” A performance range and target are developed for each of the two main performance measures, Return On Capital Employed (“ROCE”) and Shipment Tons, and a target award is established to correspond with the target performance. An executive’s calculated award is increased or decreased from the target award based on actual performance above or below the target performance for each of the performance measures. The width of the performance range considers the cyclical nature of our industry and business. Subject to the Committee’s downward discretion, a calculated award is earned for each performance measure once the “threshold” performance target has been achieved for that measure. Actual performance below threshold performance results in no payout for that particular measure. Actual performance must equal or exceed the “maximum” performance target to achieve a maximum award for that measure. Absent the Committee’s application of downward discretion, actual performance between the threshold and target, or the target and maximum, results in an interpolated award for that performance measure. In 2011, the performance range for ROCE was 2 percent at threshold, 12.0 percent at target and 18.0 percent at maximum. The performance range for steel shipments was 19.9 million tons at threshold, 24.9 million tons at target and 26.2 million tons at maximum.

Target performances for our citizenship measures are based on the prior year’s performance with the safety performance measure requiring a specified improvement to reach the target performance. However, because the safety target was not achieved in 2010, the safety target for 2011 required improvement over the more difficult to achieve 2009 performance level. Meeting a citizenship measure’s target performance does not change the executive’s calculated award; however, in the case of environmental emissions, for example, failure to meet a citizenship’s measure’s target performance produces a reduction to the calculated award of up to five percent of the target award, and exceeding the target performance yields up to an additional five percent of the target award.

Short-term incentive awards are paid in cash and can range from 0 percent to 200 percent of an executive’s target award based upon actual corporate performance under the two main performance measures. If performances for the citizenship measures exceed the target performance objectives, an additional 15 percent of the target award can be earned, resulting in a maximum opportunity of 215 percent of an executive’s target award. Failure to achieve target performances for the citizenship measures could result in a maximum deduction of up to 15 percent of the target award.

Change in Pension Value & Nonqualified Deferred Compensation Earnings

The values shown under this column reflect for each executive the value of pension benefits and nonqualified deferred compensation benefits earned in the most recently completed year. The amounts shown include any enhancements to the benefits provided through letter agreements, if any, with the Corporation (for a discussion of letter agreements, see “Pension Benefits — Letter Agreements”) and exclude any benefits earned under plans of formerly affiliated companies. The present value of the accumulated benefit for each executive, reflecting all benefits earned as of December 31, 2011 by the executive under each plan and letter agreement, is reflected in the table located under “Pension Benefits.”

All Other Compensation

The components of 2011 All Other Compensation are shown in footnote 3 to the “Summary Compensation Table” and include the following:

Life Insurance Premiums that are paid to provide life insurance protection in lieu of basic life insurance available under the Corporation’s insurance program. Premiums are calculated based on age and the amount of coverage provided. The program is designed to pay premiums to the insurance company until the executive reaches age 62 unless the employee terminates employment prior to reaching the age and service requirements for other than a deferred vested pension. If such termination occurs, the obligation to pay premiums will end at the time employment is terminated.

Steel Savings Plan Contributions that are made by U. S. Steel in the form of the Corporation’s common stock to the executive’s account in the Steel Savings Plan (a federal income tax-qualified defined contribution plan also known as a “401(k) plan”) during the most recently completed fiscal year. The Steel Savings Plan is available to all non-represented, domestic employees of U. S. Steel and certain of its subsidiaries and affiliates. Enrollment is voluntary and is available after the participant attains one full calendar month of service. The plan is designed to allow employees to supplement their retirement income. Under normal

circumstances, the Corporation supports the Steel Savings Plan by matching its employees’ contributions up to certain limits.

Under the Supplemental Savings Program, executives accrue benefits in the form of phantom shares of U. S. Steel common stock equal to the portion of the Corporation’s matching contributions to the Steel Savings Plan that cannot be provided due to the statutory limits on covered compensation and annual contributions (see discussion under “Nonqualified Deferred Compensation”).

Foreign Service tax gross ups and reimbursements include reimbursements, tax gross-ups and tax settlements associated with foreign service. Such foreign service benefits are reflected in the All Other Compensation numbers for named executive officers who have been employed outside of the U.S. recently.

The range of perquisites available to our executives include limited personal use of corporate aircraft and automobiles, dining privileges, club memberships, financial planning and tax preparation services, parking expenses, company-paid physicals, personal use of corporate properties, use of sports and entertainment tickets, matching contributions to charities, foreign service premiums, relocation expenses and, in the case of executives on foreign assignment, the services of a driver, security, housing and utilities benefits, foreign service cost of living adjustment and allowances for communications and home leave. The amounts disclosed relating to perquisites are calculated using the aggregate incremental cost. The aggregate incremental cost of the personal use of corporate aircraft is calculated using the rate per flight hour for the type of corporate aircraft used. The rates are published twice per year by a nationally recognized and independent service. The calculated incremental costs for personal flights include the costs related to all flight hours flown in connection with the personal use. The Corporation consistently applies allocation methods for flights that are not entirely either business or personal.

Not included in All Other Compensation are the values of dividends paid on restricted stock awards because these amounts are considered in determining the grant date fair market value shown under Stock Awards.

Grants of Plan-Based Awards


Executive	Plan Name ⁽¹⁾	Grant Date		Estimated Future Payouts Under Non-Equity Incentive Plan Awards						Estimated Future Payouts Under Equity Incentive Plan Awards ⁽³⁾						All Other Stock Awards: Number of Shares of Stock or Units ⁽⁴⁾ (#)		All Other Option Awards: Number of Securities Underlying Options ⁽⁵⁾ (#)		Exercise Price of Option Awards ⁽⁶⁾ ($/Share)		Closing Price on Grant Date ($/Share)		Grant Date Fair Value of Stock and Option Awards ⁽⁷⁾ ($)
Executive	Plan Name ⁽¹⁾	Grant Date		Threshold ($) ⁽²⁾		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)						Exercise Price of Option Awards ⁽⁶⁾ ($/Share)		Closing Price on Grant Date ($/Share)		Grant Date Fair Value of Stock and Option Awards ⁽⁷⁾ ($)
J. P. Surma	AICP		2/22/11	$	529,200	$	1,764,000	$	3,792,600
	LTICP		5/31/2011								13,530		27,060		54,120		38,670		72,630		$45.805		$46.11	$	5,314,365
G. R. Haggerty	AICP		2/22/11	$	182,700	$	609,000	$	1,309,350
	LTICP		5/31/2011								3,130		6,260		12,520		8,950		16,810		$45.805		$46.11	$	1,229,798
J. D. Garraux	AICP		2/22/11	$	159,600	$	532,000	$	1,143,800
	LTICP		5/31/2011								3,130		6,260		12,520		8,950		16,810		$45.805		$46.11	$	1,229,798
D. H. Lohr	AICP		2/22/11	$	153,900	$	513,000	$	1,102,950
	LTICP		5/31/2011								3,130		6,260		12,520		8,950		16,810		$45.805		$46.11	$	1,229,798
G. F. Babcoke	AICP		2/22/11	$	149,625	$	498,750	$	1,072,313
	LTICP		5/31/2011								3,005		6,010		12,020		8,590		16,130		$45.805		$46.11	$	1,180,355

(1)	AICP is the Executive Management Annual Incentive Compensation Program under the 榴莲视频 2010 Annual Incentive Compensation Plan. LTICP is the Long-Term Incentive Compensation Program under the 榴莲视频 2005 Stock Incentive Plan.

(2)

The calculated threshold is based upon the lowest possible payouts for return on capital employed (20% of target) and shipment tons (10% of target) for a combined threshold of 30%. However, it is possible that only one, or the other, threshold could be accomplished. Additionally, either, or both, of the citizenship goals could be accomplished or not accomplished. Therefore, a threshold calculation could involve any combination of the thresholds for the performance metrics. Also, because below target performance for citizenship measures can result in reductions to the awards, the combination of payouts for the awards theoretically could result in a payout as low as 1% of target.

(3)	Performance award grant that vests in 2014 after a three-year performance period with payout based upon the rank of our total shareholder return compared to the total shareholder returns for the companies in the peer group and that does not pay dividends or carry voting privileges.

(4)	Time-based restricted stock unit grant which vests over a three-year period (1/3 on May 31, 2012, 1/3 on May 31, 2013 and 1/3 on May 31, 2014), pays accrued dividends when the underlying restricted stock unit vests, and carries no voting privileges.

(5)	Option awards have a 10-year term and vest over a three-year period (1/3 on May 31, 2012, 1/3 on May 31, 2013 and 1/3 on May 31, 2014).

(6)	Exercise Price of Option Awards represents the fair market value (average of the high and low stock prices) on the date of grant, determined in accordance with the 2005 Stock Incentive Plan. The exercise price calculated pursuant to the plan was lower than the closing price on the date of grant.

(7)

Represents the full grant date fair market value for the equity incentive awards, stock awards and option awards, calculated in accordance with ASC 718 as described in the Form 10-K for the year ended December 31, 2011, Financial Statement Footnote 14. The grant date fair value of the performance awards includes a factor for the probable outcome for each grant.

Discussion of the

Grants of Plan Based Awards Table

Grant Date

Our equity-based awards are considered for grant by the Committee and, if approved, customarily are granted at the Committee’s May meeting. Grants are not timed in any way with the release of material non-public information. The exercise price for option awards is set at the average of the high and low stock prices on the grant date. The date of grant is the date that the Committee approves the grant unless the Committee meets on a day the market is not open, in which case the grant date is the next day the market is open.

Estimated Future Payouts Under Non-Equity Incentive Plan Awards

Our executives receive non-equity incentive compensation under our 2010 Annual Incentive Compensation Plan. For a discussion of the program, the 2011 performance measure targets and the 2011 award amounts, see “Compensation Discussion & Analysis — Elements of Executive Compensation — Short-Term Incentive Awards.” For more information regarding the program and a description of the specific performance measures, see “Summary Compensation Table — Discussion of the Summary Compensation Table — Non-Equity Incentive Plan Compensation”.

Estimated Future Payouts Under Equity Incentive Plan Awards

Under the 2005 Stock Incentive Plan, which the shareholders approved on April 27, 2010, the Committee approved the Long-Term Incentive Compensation Program, which enables executives to receive grants of options, restricted stock units, and performance awards. We have not engaged in any repricing or other material modification of any outstanding option or other equity-based award under the plan.

Performance Awards

Performance award grants were made on May 31, 2011 to all named executive officers. Vesting is performance-based and occurs, if at all, following the end of the three-year

performance period (the “performance period”) on the date the Committee meets to determine the Corporation’s actual performance for the performance period. The Committee may not increase or decrease performance awards.

Stock Awards: Number of Shares of Stock

Restricted stock unit grants were made on May 31, 2011 to all named executive officers. They are time-based awards and vest over a three-year period with one-third of the granted shares vesting on May 31, 2012; an additional third of the shares vesting on May 31, 2013; and the remaining third of the shares vesting on May 31, 2014, subject in each case to continued employment on the vesting dates.

All Other Option Awards: Number of Securities

Option grants were made on May 31, 2011 to all named executive officers. The option grants are time-based, with a ten-year term, and vest over a three-year period with one-third of the granted shares vesting on May 31, 2012; an additional third of the shares vesting on May 31, 2013; and the remaining third of the shares vesting on May 31, 2014, subject in each case to continued employment on the vesting dates.

Exercise Price of Option Awards

The exercise price of option grants is the fair market value (average of the high and low stock prices) on the date of grant, in accordance with the 2005 Stock Incentive Plan. For the May 31, 2011 grant, the $45.805 exercise price was lower than the closing market price of $46.11.

Grant Date Fair Value of Stock and Option Awards

The restricted stock unit, performance award and option values included in the Grant Date Fair Value column of this table are computed in accordance with ASC 718 as described in the Form 10-K for the year ended December 31, 2011, Financial Statement Footnote 14. The restricted stock units accrue dividends at a non-preferential rate ($0.05 per share as of the last announced dividend) that are paid when the underlying restricted stock units vest. The value of these dividends is reflected in the fair market value of the restricted stock unit grant. Restricted stock units carry no voting privileges. For purpose of this calculation, the target number of performance awards is used because the grant date fair value of each performance award includes a factor predicting the probable outcome of the performance goals for the grant. The factor for the 2011 performance award grant was 1.42932, determined by a third-party using a binomial calculation.

Outstanding Equity Awards At Fiscal Year-End


			Option Awards							Stock Awards
Executive	Grant Date		Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options ⁽¹⁾ (#) Unexercisable	Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested ⁽²⁾(#)		Market Value of Shares or Units of Stock That Have Not Vested ⁽³⁾ ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested⁽⁴⁾ (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ⁽³⁾ ($)
J. P. Surma		5/25/2004		40,000		$	29.540		5/25/2012
		5/24/2005		146,500		$	40.370		5/24/2013
		5/30/2006		54,400		$	65.400		5/30/2016
		5/29/2007		34,000		$	109.315		5/29/2017
		5/27/2008		34,620		$	169.225		5/27/2018
		5/26/2009		0	0	$	29.805		5/26/2019		0	$ 0		0	$ 0
		5/25/2010		29,703	59,407	$	45.650		5/25/2020		31,640	$ 837,194		19,000	$502,740
		5/31/2011			72,630	$	45.805		5/31/2021		38,670	$1,023,208		13,530	$358,004
G. R. Haggerty		5/25/2004		20,000		$	29.540		5/25/2012
		5/24/2005		52,000		$	40.370		5/24/2013
		5/30/2006		14,200		$	65.400		5/30/2016
		5/29/2007		9,100		$	109.315		5/29/2017
		5/27/2008		8,530		$	169.225		5/27/2018
		5/26/2009		22,413	11,207	$	29.805		5/26/2019		5,597	$148,097		6,225	$164,714
		5/25/2010		5,940	11,880	$	45.650		5/25/2020		6,327	$167,412		3,800	$100,548
		5/31/2011			16,810	$	45.805		5/31/2021		8,950	$236,817		3,130	$ 82,820
J. D. Garraux		5/30/2006		4,100		$	65.400		5/30/2016
		5/29/2007		6,800		$	109.315		5/29/2017
		5/27/2008		7,490		$	169.225		5/27/2018
		5/26/2009		19,726	9,864	$	29.805		5/26/2019		4,924	$130,289		5,480	$145,001
		5/25/2010		5,483	10,967	$	45.650		5/25/2020		5,840	$154,526		3,505	$ 92,742
		5/31/2011			16,810	$	45.805		5/31/2021		8,950	$236,817		3,130	$ 82,820
D. H. Lohr		5/30/2006		7,134		$	65.400		5/30/2016
		5/29/2007		6,600		$	109.315		5/29/2017
		5/27/2008		7,110		$	169.225		5/27/2018
		5/26/2009		18,753	9,377	$	29.805		5/26/2019		4,684	$123,939		5,210	$137,857
		5/25/2010		5,483	10,967	$	45.650		5/25/2020		5,840	$154,526		3,505	$ 92,742
		5/31/2011			16,810	$	45.805		5/31/2021		8,950	$236,817		3,130	$ 82,820
G. F. Babcoke		5/30/2006		2,100		$	65.400		5/30/2016
		5/29/2007		2,667		$	109.315		5/29/2017
		5/27/2008		4,910		$	169.225		5/27/2018
		5/26/2009		6,723	6,724	$	29.805		5/26/2019		3,357	$ 88,826		3,735	$ 98,828
		5/25/2010		3,656	7,314	$	45.650		5/25/2020		3,894	$103,035		2,340	$ 61,916
		5/31/2011			16,130	$	45.805		5/31/2021		8,590	$227,291		3,005	$ 79,512

(1)

Options granted in May 2011 vest over a 3-year period (1/3 on May 31, 2012, 1/3 on May 31, 2013 and 1/3 on May 31, 2014); options granted in May 2010 vest over a 3-year period (1/3 vested on May 25, 2011, 1/3 will vest on May 25, 2012 and 1/3 on May 25, 2013); and options granted in May 2009 vest over a 3-year period (1/3 vested on May 26, 2010, 1/3 vested on May 26, 2011 and 1/3 will vest on May 26, 2012), subject in each case to employment on the respective vesting dates or to pro rata vesting for retirement during the vesting period.

(2)

The 2011 restricted stock grant vests over a 3-year period (1/3 on May 31, 2012, 1/3 on May 31, 2013 and 1/3 on May 31, 2014), the 2010 restricted stock grant vests over a 3-year period (1/3 vested on May 25, 2011, 1/3 will vest on May 25, 2012 and 1/3 on May 25, 2013), and the 2009 restricted stock grant vests over a 3-year period (1/3 vested on May 26, 2010 1/3 vested on May 26, 2011 and 1/3 will vest on May 26, 2012), subject in each case to employment on the respective vesting dates or to pro rata vesting for retirement during the vesting period.

(3)	Value is based on $26.46 per share, which was the closing price of the stock on December 31, 2011.

(4)

Performance awards vest after a 3-year performance period based upon total shareholder return during the performance period relative to a group of peer companies and continued employment (pro rata vesting on the vesting date applies to retirement during the performance period, assuming the performance goals are accomplished). Using stock prices and dividends reported since the beginning of the respective performance periods, we estimate that the Corporation has performed at the 14^th percentile relative to the peer group for the 2011 award, at the 7^th percentile for the 2010 award, and at the 14^th percentile for the 2009 award through December 31, 2011. The table above shows the number of shares corresponding to the next highest performance level (threshold, target or maximum) for each performance award grant based upon such estimated performance for the related grant.

Option Exercises and Stock Vested

During 2011, as a result of stock option exercises and the vesting of restricted stock awards and performance awards, the following shares were acquired and value realized from grants made in years prior to 2011:


	Option Awards				Stock Awards⁽¹⁾
Executive	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ⁽²⁾ ($)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)
J. P. Surma		50,000	$	1,347,995		20,224	$	907,960
G. R. Haggerty		—	$	—		9,844	$	442,763
J. D. Garraux		—	$	—		8,797	$	395,627
D. H. Lohr		—	$	—		8,507	$	382,538
G. F. Babcoke		—	$	—		5,927	$	266,549

(1)

Stock Awards include the vesting of restricted stock grants during 2011.

(2)

Value before taxes and exercise costs.

Pension Benefits


Name	Plan Name	Number of Years Credited Service ⁽¹⁾ (#)		Present Value of Accumulated Benefit ⁽²⁾ ($)
J. P. Surma	Steel Pension Plan		10	$	746,602
	Non Tax-Qualified Pension Plan		10	$	2,983,994
	Supplemental Pension Program		10	$	6,475,551
	Letter Agreement		11	$	8,837,656
	Total			$	19,043,803
G. R. Haggerty	Steel Pension Plan		36	$	1,776,000
	Non Tax-Qualified Pension Plan		36	$	2,312,270
	Supplemental Pension Program		36	$	6,739,547
	Total			$	10,827,817
J. D. Garraux	Steel Pension Plan		32	$	1,849,979
	Non Tax-Qualified Pension Plan		32	$	1,554,103
	Supplemental Pension Program		32	$	4,598,824
	Total			$	8,002,906
D. H. Lohr	Steel Pension Plan		38	$	2,031,767
	Non Tax-Qualified Pension Plan		38	$	1,896,824
	Supplemental Pension Program		38	$	5,742,266
	Total			$	9,670,857
G. F. Babcoke	Steel Pension Plan		32	$	1,458,945
	Non Tax-Qualified Pension Plan		32	$	1,051,635
	Supplemental Pension Program		32	$	3,190,402
	Letter Agreement		4	$	562,183
	Total			$	6,263,165

(1)

Service shown represents credited service years (rounded) used to calculate accrued benefits as of December 31, 2011. In the case of Mr. Surma’s Letter Agreement, 11 years is U. S. Steel’s portion of the 15 year supplement. For a discussion of the terms of the Letter Agreement with Mr. Surma see “Letter Agreements” below.

(2)

Accumulated benefit at December 31, 2011.

General Comments on Calculation of Accumulated Pension Benefits

The present value of accumulated benefits is calculated using the assumptions used for the Corporation’s annual financial reporting, except that retirement age is assumed to be the normal retirement age for the respective plans. Key assumptions used for the calculations in this table and in the Summary Compensation Table include a 4.5% discount rate for the 2011 calculations (5.0% for 2010 and 5.5% for 2009); a lump sum rate assumption of 3.0% for 2011 (3.0% for 2010 and 4% for 2009) assuming the Section 417(e) minimum was not applicable; a 100 percent lump sum benefit election for all plans; and unreduced benefit ages, which at December 31, 2011, are age 62 for the Steel Pension Plan and age 60 for the Non Tax-Qualified Pension Plan and the Supplemental Pension Program.

Steel Pension Plan

General Description of the Steel Pension Plan As Applicable to Non-Represented Employees

The 榴莲视频 Plan for Employee Pension Benefits, Revision of 2003 (“Steel Pension Plan”) provides defined benefits for substantially all non-represented, domestic employees who were hired before July 1, 2003. The Steel Pension Plan is designed to provide eligible employees with replacement income during retirement. The two primary benefits provided to non-represented employees are based on final earnings (the “Final Earnings Benefit”) and career earnings (the “Career Earnings Benefit”) formulas. Benefits may be paid as an actuarially determined lump sum in lieu of monthly pensions. The Internal Revenue Code (the “Code”) limits the amount of pension benefits to be paid from federal income tax-qualified pension plans.

The Final Earnings Benefit component is based on a formula using a specified percentage (dependent on years of service) of average monthly earnings which is determined from the five consecutive 12-month calculation periods in which the employee’s aggregate earnings were the highest during the last ten 12-month calculation periods of continuous service prior to retirement. Incentive compensation is not considered when determining average monthly earnings. Eligibility for an unreduced Final Earnings Benefit under the Steel Pension Plan is based on attaining at least 30 years of credited service or at least age 62 with 15 years of credited service. In addition to years of service and earnings while employed by U. S. Steel, service and earnings for certain purposes include those accrued while working for certain affiliated companies. All named executive officers, with the exception of Mr. Surma, are eligible for an unreduced early retirement pension under the Final Earnings Benefit component. Mr. Surma is eligible for a deferred vested Final Earnings Benefit that is subject to reduction based on his age as of the commencement of the pension payments. If Mr. Surma had retired on December 31, 2011, his Final Earnings Benefit would have been reduced by 48.4 percent.

The annual normal retirement benefit under the Career Earnings Benefit component is equal to 1.3 percent of total career earnings. Incentive compensation is not considered when determining total career earnings. Career Earnings Benefits commenced prior to attaining normal retirement or age 62 with 15 years of service, but after attaining age 58, are subject to an early commencement reduction equal to one-quarter of one percent for each month the commencement of pension payments precedes the month in which the participant attains the age of 62 years and one month. Career Earnings Benefits commenced prior to attaining age 58 are based on 1.0 percent of total career earnings and subject to a larger early commencement reduction. With respect to the Career Earnings Benefit, Mrs. Haggerty, Mr. Lohr, Mr. Garraux, and Mr. Babcoke, each with at least 30 years of credited service, are eligible for early retirement; however, because Mrs. Haggerty and Mr. Babcoke have not attained the age of 58, their annual Career Earnings Benefits are equal to 1.0 percent (versus 1.3 percent) of their respective total career earnings. Additionally,

Mrs. Haggerty’s, Mr. Lohr’s, Mr. Garraux’s and Mr. Babcoke’s Career Earnings Benefits are subject to reduction based on their ages as of the commencement of the pension payments. If they had retired on December 31, 2011, Mrs. Haggerty’s annual Career Earnings Benefit would have been reduced by 37.1 percent, Mr. Lohr’s annual Career Earnings Benefit would have been reduced by 11.8 percent, Mr. Garraux’s annual Career Earnings Benefit would have been reduced by 9.0 percent, and Mr. Babcoke’s annual Career Earnings Benefit would have been reduced by 44.5 percent. Mr. Surma is eligible for a deferred vested Career Earnings Benefit, based on 1.3 percent of his total career earnings, that is subject to reduction based on his age as of the commencement of pension payments. If Mr. Surma had retired on December 31, 2011, his annual Career Earnings Benefit would have been reduced by 48.4 percent.

Benefits accrued for each executive for the purpose of calculating both the Final Earnings and Career Earnings Benefits are limited to the executive’s unreduced base salary and foreign service premium, if any. The “Present Value of the Accumulated Benefit” under the Steel Pension Plan for each executive is reflected in the table located under “Pension Benefits.”

Steel Pension Plan Calculation Assumptions

The present value of accumulated benefit obligations represents the actuarial value of benefits earned to date by the executives under the Steel Pension Plan. Assumptions used in the calculations include an unreduced benefit age of 62, the election of a lump sum option, and estimated career earnings and final average earnings as of December 31, 2011. Estimated final average earnings were developed based on the average of the actual monthly salaries paid in the highest five consecutive twelve month periods during the ten years preceding December 31, 2011. The salary amounts include base salary, excluding incentive compensation. For these calculations, the executive’s unreduced base salary is used to the extent necessary to avoid the adverse effects of the temporary reduction in base salary that was effective between July 1, 2009 and July 1, 2010. The number of years of credited service in the Pension Benefits table shows the number of years earned and used to calculate the accrued benefits reported as of December 31, 2011. Other key actuarial assumptions regarding the calculations are identified above under “General Comments on Calculation of Accumulated Pension Benefits.”

Non Tax-Qualified Pension Plan

General Description of the Plan

The purpose of the 榴莲视频 Non Tax-Qualified Pension Plan is to compensate individuals for the loss of benefits under the Steel Pension Plan that occur due to certain limits established or required under the Code. The amount payable under the Non Tax-Qualified Pension Plan is equal to the difference between the benefits the executive actually receives under the Steel Pension Plan and the benefits that the executive would have received under the Steel Pension Plan except for the limitations imposed by the Code.

Benefits paid under the Non Tax-Qualified Pension Plan are in the form of an actuarially determined lump sum distribution of both the benefits payable to the executive and the benefits payable to the surviving spouse and/or other survivor upon the named executive’s termination of employment.

Non Tax-Qualified Calculation Assumptions

The present value of accumulated benefit obligations represents the actuarial value of benefits earned to date by the executives under the Non Tax-Qualified Pension Plan and was based on the same provisions and eligibility status as determined under the Steel Pension Plan. Assumptions used in the calculations include an unreduced benefit age of 60, the election of a lump sum option, and estimated career earnings and final average earnings as of December 31, 2011. Other key actuarial assumptions

regarding the calculations are identified above under “General Comments on Calculation of Accumulated Pension Benefits.” Both Mr. Surma and Mr. Babcoke have letter agreements with the Corporation that supplement their pension benefits under this Plan.

Supplemental Pension Program

General Description of the Program

The purpose of the 榴莲视频 Executive Management Supplemental Pension Program is to provide a pension benefit for executives and certain non-executives who participate in our Steel Pension Plan (see “Compensation Discussion & Analysis — Elements of Executive Compensation — Retirement Benefits — Qualified Plans”) with respect to compensation paid under the short-term incentive compensation plans of the Corporation, its subsidiaries, and its joint ventures.

Executives with at least 15 years of continuous service become eligible to receive a benefit under the Supplemental Pension Program at retirement or termination of employment. Benefits will not be payable under the Supplemental Pension Program with respect to an executive who (a) terminates employment prior to age 60 or (b) terminates employment within 36 months of the date coverage under the Supplemental Pension Program begins (when coverage begins after July 31, 2006), unless the Corporation consents to the termination; provided, however, such consent is not required for terminations because of death or involuntary termination, other than for cause.

An executive’s average earnings are used to calculate the benefit under the Supplemental Pension Program and are defined as the average monthly earnings derived from the total short-term incentives (described as Non-Equity Incentive Plan Compensation in the Summary Compensation Table) paid or credited to the executive under the 2005 Annual Incentive Compensation Plan (and/or under similar incentive plans or under profit sharing plans, if the employing entity has a profit sharing plan rather than an incentive plan) with respect to the three calendar years for which total short-term incentive payments were the highest out of the last ten consecutive calendar years prior to the executive’s termination. Short-term incentive payments payable for the calendar year in which termination occurs would be considered if such payment produces average earnings greater than that determined at termination. Benefits are paid as an actuarially determined lump sum. Such lump sum cannot be less than the lump sum value determined using the executive’s highest monthly accrued benefit under the Program.

Supplemental Pension Program Calculation Assumptions

The present value of accumulated benefit obligations represents the actuarial value of benefits earned to date by the executives under the Supplemental Pension Program. Assumptions used in the calculations include a normal retirement age of 60, a lump sum payment, and average earnings as of December 31, 2011 (includes 2011 incentive compensation paid in 2012). Other key actuarial assumptions regarding the calculations are identified above under “General Comments on Calculation of Accumulated Pension Benefits.” Credited service under the Supplemental Pension Program is the same as under the Steel Pension Plan. Both Mr. Surma and Mr. Babcoke have a letter agreement with the Corporation which supplements their pension benefits under this Program.

Letter Agreements

When Mr. Surma joined USX Corporation as an employee of Marathon in 1997, he was provided certain pension benefits in an employment agreement. U. S. Steel partially assumed the obligation for this employment agreement and has since restated the obligation under its own agreement with Mr. Surma, without changing the obligation, in order to comply with the requirements of Internal Revenue Code Section 409A. The supplemental pension benefits assumed by U. S. Steel consist of the difference

between (1) Mr. Surma’s pension benefits determined using incremental service under the Steel Pension Plan, the Non Tax-Qualified Pension Plan, and the Supplemental Pension Program, and (2) his actual pension benefits under the Steel Pension Plan, the Non Tax-Qualified Pension Plan, and the Supplemental Pension Program determined using his actual accrued service. Mr. Surma’s enhanced pension benefits are determined by increasing the service he actually accrues under such plans by (a) 15 years for the purpose of computing his benefit eligibility and vesting and (b) a number of years equal to the product of 15 multiplied by the ratio of his actual accrued service under the Steel Pension Plan to his actual accrued service under both the Steel and Marathon Pension plans for the purpose of calculating his pension benefits (11 years) as of December 31, 2011. The pension benefits, so calculated, would be paid by the Corporation to Mr. Surma in accordance with the formulas of the applicable plans upon his retirement or, in the event of his death before retirement, to his surviving spouse or, if there is no surviving spouse, to his estate.

On May 1, 2005, U. S. Steel entered into an agreement providing that Mr. Babcoke be made whole upon retirement for any reduction in retirement benefits that he may realize as a result of his employment with 榴莲视频/Kobe Steel Company (“榴莲视频/Kobe” — a joint venture of U. S. Steel and Kobe Steel), and its successor, Republic Technologies International, LLC (“RTI”) in an amount calculated as if this period of employment was covered under the U. S. Steel retirement plans. Mr. Babcoke was covered under the retirement benefit programs of 榴莲视频/Kobe and RTI during the time he was employed by them. The amount payable at retirement by U. S Steel to Mr. Babcoke under this agreement is calculated as if his period of employment by 榴莲视频/Kobe and RTI was covered under the U. S. Steel retirement plans, offset by the retirement benefits that he receives from 榴莲视频/Kobe and RTI, as increased by interest from the date of distribution to his U. S. Steel retirement date. The agreement was amended in 2007 to comply with Section 409A of the Internal Revenue Code.

Nonqualified Deferred Compensation

Under the Supplemental Savings Program, executives accrue benefits in the form of phantom shares of U. S. Steel common stock equal to the portion of the company matching contributions to the Steel Savings Plan that cannot be provided due to the statutory limits on covered compensation (which limit was $245,000 in 2011) and combined company and individual annual contributions (which limit was $49,000 in 2011). In the aggregate, the benefit accruals under the Supplemental Savings Program and the matching contributions under the Steel Savings Plan may equal up to 6 percent of the executive’s eligible base salary.

An executive receives a lump sum distribution of the benefits payable under this program upon his or her (a) termination of employment with five or more years of continuous service, (b) termination of employment, prior to attaining five years of continuous service, with the consent of the Corporation, or (c) pre-retirement death. Shown in the table below are the accruals under this plan for 2011.


Executive	2011 Company Contributions/ Accruals ⁽¹⁾		2011 Aggregate Earnings ⁽²⁾			2011 Year-End Aggregate Balance
J. P. Surma	$	61,450	$	(266,979)		$	278,039
G. R. Haggerty	$	21,360	$	(123,499	)	$	199,564
J. D. Garraux	$	18,150	$	(36,106	)	$	46,398
D. H. Lohr	$	17,705	$	(61,680	)	$	67,269
G. F. Babcoke	$	16,200	$	(32,852	)	$	42,479

(1)

Accruals are included in the All Other Compensation column of the Summary Compensation Table (See footnote 3 to that table for detail.) Accruals in prior years have been reported under All Other Compensation in the Summary Compensation Table.

(2)

Determined by taking the balance at the end of 2011, less 2011 accruals, less the balance at the beginning of 2011. Includes dividend equivalents. The reduction in earnings is attributable to the reduction in U.S. Steel’s stock price in 2011.

Potential Payments Upon Termination or Change in Control

The compensation and benefits payable to our executives upon termination vary depending upon the event triggering the termination and the executive’s relevant employment facts at the time of termination. For purposes of the tables and discussions below, we have assumed the following termination scenarios (the column references are to the columns in the tables that follow):

Termination Scenarios

Voluntary Termination (with Consent) or Retirement — (Column A)

This termination scenario assumes retirement pursuant to a retirement plan. Benefits under the Supplemental Pension Program are not payable to an executive who voluntarily terminates employment prior to age 60, unless the Corporation consents to such termination. We have assumed the Corporation’s consent to retire prior to age 60 under this scenario; however, the Corporation usually reserves its consent for an executive who has served the Corporation well, is not leaving for an opportunity at another company, and is not leaving prior to the development of his or her successor.

Respecting long-term incentives, the Committee has discretion to terminate unvested awards upon termination and certain vested option awards if the executive retires before the age of 65. While the Committee always reserves its right to decide these matters on a case-by-case basis, its practice has been to prorate the vesting of the shares scheduled to vest during the current vesting period for time served during the current vesting period (for example, in the case of stock options and restricted stock units, seven months worked during the twelve-month vesting period from June 2011 to May 2012 would result in a vesting of seven-twelfths of the number of shares scheduled to vest in May 2012, with no such pro rata vesting for the shares scheduled to vest after May 2012). Given our assumption under this scenario that the Committee has consented to the executive’s retirement, the pro rata vesting discussed above has been applied to the calculations in the table below.

Voluntary Termination (Without Consent) or Involuntary Termination (for Cause)—(Column B)

This termination scenario assumes that U. S. Steel does not consent to an executive’s voluntary termination of his or her employment prior to age 60, or that U. S. Steel terminates the executive’s employment for cause. Under these conditions, the Committee is not likely to exercise any discretion that it may have in favor of the executive.

Involuntary Termination (Not for Cause) — (Column C)

Events that could cause U. S. Steel to terminate an executive’s employment involuntarily, not for cause, include the curtailment of certain lines of business or a facility shutdown where the executive’s services are no longer required due to business conditions or an organizational realignment. Prior to the involuntary termination, the executive may be eligible for benefits under our Layoff Benefit Program for Non-Union Employees, which may include the payment of a percentage of base salary, basic life and health insurance and creditable service toward pension while on layoff. For purposes of determining the vesting of equity awards upon termination, we have assumed the executive would be terminated on the first anniversary of his or her layoff (that is, December 31, 2012).

Change in Control and Termination — (Column D)

All of U. S. Steel’s executives have severance agreements, or “change in control agreements.” In addition to the benefits paid pursuant to the severance agreements, all long-term incentive awards would vest upon a change in control and a termination and benefits would be paid according to each benefit plan’s provisions following the termination of an executive’s employment in connection with a change in control.

The severance agreements expire on December 31, 2013; however, unless notice to the contrary is given to the executive by the Corporation not later than September 1 of each year, his or her agreement would automatically be extended for one year. The agreements are automatically extended for 24 months in the event of a Change in Control (defined below). The following discussion describes the events and circumstances that would trigger payments under the change in control agreements.

Generally, payments are triggered upon the occurrence of both a change in control of the Corporation and termination of the executive’s employment by the Corporation for other than cause. Under the agreements, each executive agrees to remain in the employ of the Corporation until the earlier of (i) a date three months after a Change in Control and (ii) a date six months after a Potential Change in Control (defined below). There is a Good Reason (defined below) termination exception to the contract; however, in order for the Corporation to be obligated to pay the benefits under the contract, all Good Reason terminations must also involve an actual Change in Control (if the Good Reason termination occurs prior to a Change in Control, the change in control must be a 409A Change in Control; see definition below).

Following a Change in Control, if there is a termination by the Corporation (other than for cause or disability) or by the executive for Good Reason, the executive is entitled to the following benefits, most of which are discussed under “Discussion of Compensation Elements,” below:

Accrued compensation and benefits;

Cash severance;

Supplemental retirement benefit;

Active medical;

Outplacement services;

Excise tax gross up (not available to Mr. Surma and executives approved to participate after July 1, 2011);

Supplemental Savings Benefit — equal to the unvested portion of the Corporation’s contributions to the executive under the tax-qualified and non tax-qualified savings plans; and

Legal fees — reimbursement for legal fees incurred as a result of termination of employment and incurred in contesting or disputing such termination or seeking to enforce any right or benefit under the agreement or in connection with any tax audit relating to IRC sections 4999 (excise taxes) or 409A (deferred compensation).

A “Good Reason” termination involves a voluntary termination following any of these events:

An executive is assigned duties inconsistent with his or her position;

Reduction in base salary;

Relocation in excess of 50 miles from the executive’s current work location;

Failure to continue all of the Corporation’s employee benefit, incentive compensation, bonus, stock option and stock award plans, programs, policies, practices or arrangements in which the executive participates or failure of the

Corporation to continue the executive’s participation therein at amounts and levels relative to other participants;

Failure of the Corporation to obtain agreement from any successor to the Corporation to assume and perform the agreement; or

Any termination that is not effected pursuant to a Notice of Termination (a Notice of Termination is to be given by the Corporation in connection with any termination for cause or disability and the executive must give a notice of termination in connection with a termination for good reason).

A “Change in Control” happens under the agreements if any of the following occurs:

A person (defined to include individuals, corporations, partnerships, etc.) acquires 20 percent or more of the voting power of the Corporation;

A merger occurs involving the Corporation except (a) a merger with at least a majority of continuing directors or (b) a merger involving a division, business unit or subsidiary;

A change in the majority of the Board of Directors;

A sale of all or substantially all of the assets of the Corporation; or

Shareholder approval of a plan of complete liquidation.

A “Potential Change in Control” occurs if:

The Corporation enters into an agreement that would result in a Change in Control;

A person acquires 15 percent or more of the voting power of the Corporation;

There is a public announcement by any person of intentions that, if consummated, would result in a Change in Control; or

The Corporation’s Board of Directors passes a resolution stating that a Potential Change in Control has occurred.

A “409A Change in Control” is similar to a Change in Control except that it meets the Section 409A requirements. The main difference between the two definitions is that a 409A Change in Control requires a person to acquire 30 percent of the total voting power of the Corporation’s stock, while a Change in Control requires a person to acquire 20 percent of the total voting power of the Corporation’s stock. A 409A Change in Control must occur prior to any payment in the event the termination precedes the Change in Control. In other words, payments under the change in control agreement are due to the executive following a 409A Change in Control if:

There is an involuntary termination by the Corporation (other than for cause or disability) or a voluntary termination by the executive for Good Reason;

The executive reasonably demonstrates that an Applicable Event (defined below) has occurred; and

A 409A Change in Control occurs within twenty-four months following the termination.

An “Applicable Event” (a term used for various purposes, including defining points at which compensation amounts and periods are measured) means a Change in Control, Potential Change in Control or actions of a third party who has taken steps reasonably calculated to effect a Change in Control.

To the extent required by Section 409A of the Internal Revenue Code, payments would be delayed at least six months following the applicable reference date.

As mentioned above, a “double trigger” must occur prior to the Corporation incurring any liability under the change in control agreements; that is, for there to be payments

under the change in control agreements, both of the following must occur: (i) a termination and (ii) a Change in Control (or, in some cases, a 409A Change in Control).

Disability — (Column E)

Employees with at least 15 years of continuous service who become totally and permanently disabled prior to age 65 are eligible for termination of employment under a permanent incapacity pension (see “Discussion of Compensation Elements — Steel Pension Plan” and “ — Non Tax-Qualified Pension Plan,” below). The criteria for a disability termination under the Long-Term Incentive Compensation Program are the same as for a disability termination under Section 409A of the Internal Revenue Code.

Death — (Column F)

If an employee with at least 15 years of service dies while actively employed, benefits under U. S. Steel’s qualified and non-qualified plans are calculated as if the employee had retired on the date of his or her death (see “Discussion of Compensation Elements — Steel Pension Plan” and “Discussion of Compensation Elements — Non Tax-Qualified Pension Plan” below).

Potential Payments Upon Termination Tables

Below are tables developed using the above termination scenarios and an estimation of the amounts that would be payable to each named executive officer under the relevant scenario. A discussion of each of the types of compensation follows the tables (see “Discussion of Compensation Elements”). The estimated present values of the benefits provided to the named executives under each of these termination scenarios by the Corporation, the Qualified Pension Programs, or the Non-Qualified Pension Programs are shown using the following assumptions:

Unless otherwise noted, the tables reflect amounts that would have been payable (subject to section 409A restrictions) at, following, or in connection with a termination of employment, with the triggering event occurring on December 31, 2011;

The stock price used for valuation purposes for the long-term incentive awards was the closing stock price on December 31, 2011, which was $26.46;

The normal life expectancy obtained from the 1971 Group Annuity Mortality Tables, or, for a permanent incapacity type of pension, life expectancy obtained from the Disabled Life Expectancy Tables (wages and salaried) based on U. S. Steel experience, made gender neutral on a nine to one male/female ratio; and

The December 31, 2011 Pension Benefit Guaranty Corporation interest rate of 1.25% was used to determine 2011 lump sum payment amounts.


		A			B			C			D			E			F
Executive	Component	Voluntary Termination (with Consent) or Retirement ⁽¹⁾			Voluntary Termination (Without Consent) or Involuntary Termination (For Cause)			Involuntary Termination (Not for Cause) ⁽²⁾			Change in Control and Termination			Disability ⁽³⁾			Death
J. P. Surma	Severance, Short- & Long-Term Compensation Elements
	Cash Severance		$	—		$	—		$	535,500		$	9,072,000		$	—		$	—
	Short-Term Incentive		$	901,000		$	—		$	—		$	—		$	901,000		$	901,000
	Long-Term Incentive:
	Stock Options (Unexercisable) ⁽⁴⁾		$	—		$	—		$	—		$	—		$	—		$	—
	Restricted Stock (Awards/Units) ⁽⁴⁾		$	443,139		$	—		$	—		$	1,860,403		$	1,860,403		$	1,860,403
	Performance Stock Award⁽⁵⁾		$	669,894		$	—		$	669,894		$	1,721,488		$	502,740		$	502,740

	SubTotal		$	2,014,033		$	—		$	1,205,394		$	12,653,890		$	3,264,143		$	3,264,143

	Benefits
	Steel Pension Plan		$	564,604		$	564,604		$	1,171,711		$	564,604		$	913,124		$	611,039
	Non Tax-Qualified Pension Plan		$	2,060,886		$	2,060,886		$	4,624,431		$	2,060,886		$	3,794,936		$	2,088,976
	Supplemental Pension Program		$	—		$	—		$	9,971,172		$	—		$	8,241,895		$	—
	Supplemental Savings Program		$	278,039		$	278,039		$	278,039		$	278,039		$	278,039		$	278,039
	Letter Agreement		$	21,071,503		$	11,733,963		$	12,528,312		$	21,071,503		$	10,793,096		$	18,057,406
	Universal Life Insurance Protection		$	—		$	—		$	—		$	93,147		$	93,147		$	2,470,000
	Active Medical		$	—		$	—		$	—		$	39,165		$	—		$	—
	Supplemental Retirement Benefit ⁽⁶⁾		$	—		$	—		$	—		$	7,918,934		$	—		$	—
	Outplacement Services			N/A			N/A			N/A		$	15,000			N/A			N/A
	Excise Tax Gross-Up			N/A			N/A			N/A		$	0			N/A			N/A

	SubTotal		$	23,975,032		$	14,637,492		$	28,573,665		$	32,041,278		$	24,114,237		$	23,505,460

	TOTAL		$	25,989,065		$	14,637,492		$	29,779,059		$	44,695,168		$	27,378,380		$	26,769,603

		A			B			C			D			E			F
Executive	Component	Voluntary Termination (with Consent) or Retirement ⁽¹⁾			Voluntary Termination (Without Consent) or Involuntary Termination (For Cause)			Involuntary Termination (Not for Cause) ⁽²⁾			Change in Control and Termination			Disability ⁽³⁾			Death
G. R. Haggerty	Severance, Short- & Long-Term Compensation Elements
	Cash Severance		$	—		$	—		$	365,400		$	3,654,000		$	—		$	—
	Short-Term Incentive		$	310,000		$	—		$	—		$	—		$	310,000		$	310,000
	Long-Term Incentive:
	Stock Options (Unexercisable) ⁽⁴⁾		$	—		$	—		$	—		$	—		$	—		$	—
	Restricted Stock (Awards/Units) ⁽⁴⁾		$	181,258		$	—		$	—		$	552,308		$	552,308		$	552,308
	Performance Stock Award ⁽⁵⁾		$	422,015		$	—		$	138,342		$	696,163		$	429,975		$	429,975

	SubTotal		$	913,273		$	—		$	503,742		$	4,902,471		$	1,292,283		$	1,292,283

	Benefits
	Steel Pension Plan		$	1,814,474		$	1,814,474		$	1,959,779		$	1,814,474		$	1,900,406		$	1,626,599
	Non Tax-Qualified Pension Plan		$	4,301,895		$	4,301,895		$	4,944,007		$	4,301,895		$	3,849,756		$	3,883,749
	Supplemental Pension Program		$	11,074,671		$	—		$	11,051,007		$	11,074,671		$	9,216,348		$	9,818,076
	Supplemental Savings Program		$	199,564		$	199,564		$	199,564		$	199,564		$	199,564		$	199,564
	Universal Life Insurance Protection		$	65,370		$	65,370		$	65,370		$	65,370		$	65,370		$	1,120,000
	Active Medical		$	—		$	—		$	—		$	41,085		$	—		$	—
	Supplemental Retirement Benefit ⁽⁶⁾		$	—		$	—		$	—		$	2,680,636		$	—		$	—
	Outplacement Services			N/A			N/A			N/A		$	15,000			N/A			N/A
	Excise Tax Gross-Up			N/A			N/A			N/A		$	0			N/A			N/A

	SubTotal		$	17,455,974		$	6,381,303		$	18,219,727		$	20,192,695		$	15,231,444		$	16,647,988

	TOTAL		$	18,369,247		$	6,381,303		$	18,723,469		$	25,095,166		$	16,523,727		$	17,940,271



		A			B			C			D			E			F
Executive	Component	Voluntary Termination (with Consent) or Retirement ⁽¹⁾			Voluntary Termination (Without Consent) or Involuntary Termination (For Cause)			Involuntary Termination (Not for Cause) ⁽²⁾			Change in Control and Termination			Disability ⁽³⁾			Death
J. D. Garraux	Severance, Short- & Long-Term Compensation Elements
	Cash Severance		$	—		$	—		$	322,002		$	3,276,000		$	—		$	—
	Short-Term Incentive		$	280,000		$	—		$	—		$	—		$	280,000		$	280,000
	Long-Term Incentive:
	Stock Options (Unexercisable) ⁽⁴⁾		$	—		$	—		$	—		$	—		$	—		$	—
	Restricted Stock (Awards/Units) ⁽⁴⁾		$	167,110		$	—		$	—		$	521,615		$	521,615		$	521,615
	Performance Stock Award ⁽⁵⁾		$	379,826		$	—		$	130,102		$	641,126		$	382,744		$	382,744

	SubTotal		$	826,936		$	—		$	452,105		$	4,438,741		$	1,184,359		$	1,184,359

	Benefits
	Steel Pension Plan		$	2,057,754		$	2,057,754		$	2,226,337		$	2,057,754		$	2,158,367		$	1,656,877
	Non Tax-Qualified Pension Plan		$	3,024,474		$	3,024,474		$	2,880,880		$	3,024,474		$	2,303,646		$	2,632,931
	Supplemental Pension Program		$	6,300,012		$	—		$	6,306,909		$	6,300,012		$	6,304,289		$	5,114,659
	Supplemental Savings Program		$	46,398		$	46,398		$	46,398		$	46,398		$	46,398		$	46,398
	Universal Life Insurance Protection		$	46,315		$	46,315		$	46,315		$	46,315		$	46,315		$	1,000,000
	Active Medical		$	—		$	—		$	—		$	35,853		$	—		$	—
	Supplemental Retirement Benefit ⁽⁶⁾		$	—		$	—		$	—		$	1,805,172		$	—		$	—
	Outplacement Services			N/A			N/A			N/A		$	15,000			N/A			N/A
	Excise Tax Gross-Up			N/A			N/A			N/A		$	2,658,494			N/A			N/A

	SubTotal		$	11,474,953		$	5,174,941		$	11,506,839		$	15,989,472		$	10,859,015		$	10,450,865

	TOTAL		$	12,301,889		$	5,174,941		$	11,958,944		$	20,428,213		$	12,043,374		$	11,635,224


		A			B			C			D			E			F
Executive	Component	Voluntary Termination (with Consent) or Retirement ⁽¹⁾			Voluntary Termination (Without Consent) or Involuntary Termination (For Cause)			Involuntary Termination (Not for Cause)⁽²⁾			Change in Control and Termination			Disability⁽³⁾			Death
D.H. Lohr	Severance, Short- & Long-Term Compensation Elements
	Cash Severance		$	—		$	—		$	324,007		$	3,159,000		$	—		$	—
	Short-Term Incentive		$	264,000		$	—		$	—		$	—		$	264,000		$	264,000
	Long-Term Incentive:
	Stock Options (Unexercisable) ⁽⁴⁾		$	—		$	—		$	—		$	—		$	—		$	—
	Restricted Stock (Awards/Units) ⁽⁴⁾		$	163,405		$	—		$	—		$	515,264		$	515,264		$	515,264
	Performance Stock Award ⁽⁵⁾		$	367,522		$	—		$	130,102		$	626,837		$	368,456		$	368,456

	SubTotal		$	794,927		$	—		$	454,110		$	4,301,102		$	1,147,720		$	1,147,720

	Benefits
	Steel Pension Plan		$	1,976,607		$	1,976,607		$	2,136,082		$	1,976,607		$	2,071,745		$	1,675,341
	Non Tax-Qualified Pension Plan		$	3,931,945		$	3,931,945		$	3,779,301		$	3,931,945		$	2,936,798		$	3,480,577
	Supplemental Pension Program		$	8,100,200		$	—		$	8,068,142		$	8,100,200		$	6,909,809		$	6,886,682
	Supplemental Savings Program		$	67,269		$	67,269		$	67,269		$	67,269		$	67,269		$	67,269
	Universal Life Insurance Protection		$	48,515		$	48,515		$	48,515		$	48,515		$	48,515		$	960,000
	Active Medical		$	—		$	—		$	—		$	43,029		$	—		$	—
	Supplemental Retirement Benefit ⁽⁶⁾		$	—		$	—		$	—		$	1,740,600		$	—		$	—
	Outplacement Services			N/A			N/A			N/A		$	15,000			N/A			N/A
	Excise Tax Gross-Up			N/A			N/A			N/A		$	2,175,393			N/A			N/A

	SubTotal		$	14,124,536		$	6,024,336		$	14,099,309		$	18,098,558		$	12,034,136		$	13,069,869

	TOTAL		$	14,919,463		$	6,024,336		$	14,553,419		$	22,399,660		$	13,181,856		$	14,217,589


		A			B			C			D			E			F
Executive	Component	Voluntary Termination (with Consent) or Retirement ⁽¹⁾			Voluntary Termination (Without Consent) or Involuntary Termination (For Cause)			Involuntary Termination (Not for Cause) ⁽²⁾			Change in Control and Termination			Disability⁽³⁾			Death
G. F. Babcoke	Severance, Short- & Long-Term Compensation Elements
	Cash Severance		$	—		$	—		$	315,000		$	3,071,250		$	—		$	—
	Short-Term Incentive		$	250,000		$	—		$	—		$	—		$	250,000		$	250,000
	Long-Term Incentive:
	Stock Options (Unexercisable) ⁽⁴⁾		$	—		$	—		$	—		$	—		$	—		$	—
	Restricted Stock (Awards/Units)⁽⁴⁾		$	126,053		$	—		$	—		$	419,126		$	419,126		$	419,126
	Performance Stock Award ⁽⁵⁾		$	266,482		$	—		$	96,278		$	480,514		$	259,573		$	259,573

	SubTotal		$	642,534		$	—		$	411,278		$	3,970,890		$	928,699		$	928,699

	Benefits
	Steel Pension Plan		$	1,659,077		$	1,659,077		$	1,747,118		$	1,659,077		$	1,695,666		$	1,495,948
	Non Tax-Qualified Pension Plan		$	2,437,960		$	2,437,960		$	2,874,333		$	2,437,960		$	2,129,469		$	2,234,558
	Supplemental Pension Program		$	5,428,690		$	—		$	5,441,410		$	5,428,690		$	5,031,056		$	5,411,758
	Supplemental Savings Program		$	42,479		$	42,479		$	42,479		$	42,479		$	42,479		$	42,479
	Letter Agreement		$	1,115,016		$	463,640		$	1,149,392		$	1,115,016		$	972,645		$	985,081
	Universal Life Insurance Protection		$	76,690		$	76,690		$	76,690		$	76,690		$	76,690		$	940,000
	Active Medical		$	—		$	—		$	—		$	37,797		$	—		$	—
	Supplemental Retirement Benefit ⁽⁶⁾		$	—		$	—		$	—		$	2,492,229		$	—		$	—
	Outplacement Services			N/A			N/A			N/A		$	15,000			N/A			N/A
	Excise Tax Gross-Up			N/A			N/A			N/A		$	2,665,732			N/A			N/A

	SubTotal		$	10,759,912		$	4,679,846		$	11,331,422		$	15,970,670		$	9,948,005		$	11,109,824

	TOTAL		$	11,402,446		$	4,679,846		$	11,742,700		$	19,941,560		$	10,876,704		$	12,038,523

(1)	The term “with Consent” means consent with respect to each component of pay. This termination scenario typically involves retirement pursuant to a retirement plan.

(2)	Cash severance benefits would be paid during the layoff period. All other amounts become payable on December 31, 2012, after a 1-year period of layoff.

(3)	All benefits amounts would become payable on May 31, 2012 under a permanent incapacity or a deferred vested pension, 5 months following a disabling event that occurred on December 31, 2011.

(4)

With the May grant dates and the pro rata vesting on each grant date anniversary, there are seven months (June through December) counted toward service for the unvested portion of the stock option, restricted stock unit and restricted stock awards under certain termination events. The stock option and restricted stock unit awards would vest at a rate of 7/36ths (June through December) except in the cases of (i) a change in control event and a termination or a disability or death event, which would cause all unvested awards to vest, or (ii) a voluntary without consent or involuntary termination event, which would cause all unvested awards to be forfeited.

(5)

Assumes payout at target for the 2011, 2010 and 2009 performance award grants. The following are the possible vesting outcomes for the awards: (i) the performance goals are determined in the event of a change in control and termination (Column D) based upon performance through the abbreviated performance period ending December 31, 2011 and the performance shares vest immediately in the case of a termination that is not for cause and is not voluntary absent good reason (ii) all shares are assumed to be forfeited in the event of a voluntary termination without consent or an involuntary termination (Columns B and C), (iii) none of the 2011 grant, 1/2 of the 2010 grant and all of the 2009 grant (subject, in both cases, to satisfaction of the performance goals) would vest in the event of a death or disability (Columns E and F) and (iv) 7/36ths of the 2011 grant (June through December), 19/36ths of the 2010 grant (12 months in 2011 and 7 months in 2010) and 31/36ths of the 2009 grant (12 months in 2011, 12 months in 2010 and 7 months in 2009) are assumed to vest on the vesting date for all other termination events (Column A).

(6)	Each participant’s age and service is increased by three years for non tax-qualified benefits purposes.

Discussion of Compensation Elements

Cash Severance

No cash severance payments are made with respect to an executive’s termination of employment due to voluntary termination (with consent or retirement) (Column A), voluntary termination (without consent) or involuntary termination for cause (Column B), disability (Column E) or death (Column F).

Under our broad-based layoff benefit plan covering most non-represented employees, monthly layoff benefits are payable to executives for up to 12 months (depending on length of service) while on layoff in the event of an involuntary termination not for cause (Column C).

Cash severance is one of the payments made to executives under the change in control agreements in the event of a termination in connection with a change in control (Column D) (see “Terminations Scenarios — Change in Control and Termination” above). Under the agreements with our named executive officers, payment would be made in a lump sum amount equal to three times the sum of (a) base salary and (b) the current target under the short-term incentive compensation program (or, if higher than the target, the average short-term incentive compensation for the prior three years).

Short-Term Incentive

Following a voluntary termination with the Committee’s consent or a retirement pursuant to a retirement plan (Column A), a disability (Column E), or death (Column F), an executive would be entitled to receive a short-term incentive award if (a) the relevant performance goals are achieved, (b) the executive is employed for at least six months during the performance period, and (c) the Committee does not exercise its discretion to reduce or eliminate the award.

If an executive’s employment terminates voluntarily without the Committee’s consent or involuntarily (Columns B and C), regardless of whether the termination is for cause or not for cause, no short-term incentive award is payable.

Because the cash severance payment, discussed above, includes a multiple of the target short-term incentive, no payments are made pursuant to the short-term incentive program in the event of a change in control (Column D).

Stock Options

Following a voluntary termination with the Committee’s consent or a retirement pursuant to a retirement plan (Column A), a prorated number of an executive’s unvested stock options would vest based on the number of complete months worked during the vesting period, subject to the Committee’s discretion. The remaining unvested options would be forfeited. In the event of a disability (Column E) or death (Column F), all unvested options vest immediately. All vested options granted under the current stock plan remain exercisable for three years after termination or, if less, until the original expiration date. Options granted under the 2002 Stock Plan remain exercisable for seven, five, or three years, depending upon the grantee’s position at the time of grant, or, if less, until the original expiration date.

If an executive’s employment terminates voluntarily without the Committee’s consent or involuntarily for cause (Column B), all remaining unvested options are forfeited.

For involuntary terminations that are not for cause (Column C) we have assumed that the executive was laid off on December 31, 2011, and then retired or terminated with consent at the end of the layoff period, December 31, 2012. No options would vest upon termination since the executive would not have worked during the vesting period (May 2012 to May 2013); however, the layoff would have no affect upon the vesting of options in May 2012.

Stock options require a termination in connection with a change in control (Column D) in order for the vesting to be accelerated. Unvested stock options would not be forfeited if (i) employment is terminated during a potential change in control period by the Corporation for other than cause or disability or by the executive for good reason and (ii) a 409A Change in Control (see “Termination Scenarios — Change in Control and Termination” for definition) occurs within twenty-four months following the commencement of the potential change in control period.

Restricted Stock Units

Following a voluntary termination with the Committee’s consent or a retirement pursuant to a retirement plan (Column A), a prorated number of an executive’s unvested restricted stock units would vest based on the number of complete months worked during the vesting period, subject to the Committee’s discretion. The remaining unvested restricted stock units would be forfeited. In the event of a disability (Column E) or death (Column F), all unvested restricted stock units vest immediately.

If an executive’s employment terminates voluntarily without the Committee’s consent or involuntarily for cause (Column B), all remaining unvested restricted stock units are forfeited.

For involuntary terminations that are not for cause (Column C), we have assumed that the executive was laid off on December 31, 2010, and then retired or terminated

with consent at the end of the layoff period, December 31, 2011. No restricted stock units would vest upon termination since the executive would not have worked during the vesting period (May 2011 to May 2012). However, the layoff would have no affect upon the vesting of restricted stock units in May 2011.

Restricted stock units require a termination in connection with a change in control (Column D) in order for the vesting to be accelerated. Unvested restricted stock units would not be forfeited if (i) employment is terminated during a potential change in control period by the Corporation for other than cause or disability or by the executive for good reason and (ii) a 409A Change in Control occurs within twenty-four months following the commencement of the potential change in control period.

Performance Awards

Following a voluntary termination with the Committee’s consent or a retirement pursuant to a retirement plan (Column A), the prorated value of the performance awards would vest based on the number of complete months worked during the relevant performance period (each is approximately three years), provided that the relevant performance goals are achieved. For performance awards for which the performance goals are achieved, a modified proration is used in the event of a death (Column F) or disability (Column E) allowing 0% of the achieved award if such event occurs prior to the completion of the first third of the performance period, 50% of the achieved award if such event occurs on or after completion of the first third, but prior to completion of the second third, of the performance period, and 100% of the achieved award for events occurring on or after completion of the second third of the performance period. This modified proration effectively shortens the post-termination waiting period to a maximum of two years, thereby allowing an estate to potentially close within two years, since there would be no value allowed for performance awards granted within one year of a participant’s death.

If an executive’s employment terminates voluntarily without the Committee’s consent or involuntarily for cause (Column B), all remaining unvested performance awards are forfeited.

For involuntary terminations that are not for cause (Column C), we have assumed that the executive was laid off on December 31, 2010, and then retired or terminated with consent at the end of the layoff period, December 31, 2011. Because the employee has not terminated employment under this assumption prior to the May 2012 vesting of the May 2009 performance award, it would vest depending upon the Corporation’s performance. However, a prorated portion of the May 2010 and 2011 performance awards would vest following the assumed termination in December 2012 based upon the number of months worked during the respective performance periods (the number shown in Column C assumes such prorated vesting at target performance for these two awards).

Performance awards require a termination in connection with a change in control (Column D) in order for the vesting to be accelerated. For these awards, the performance period would end upon the change of control; however, the awards would not vest until the earlier to occur of a termination within 24 months of the change in control or the normal vesting date. Unvested performance awards would not be forfeited if (i) employment is terminated during a potential change in control period by the Corporation for other than cause or disability or by the executive for good reason and (ii) a 409A Change in Control occurs within twenty-four months following the commencement of the potential change in control period.

Steel Pension Plan

Benefits under the Steel Pension Plan are payable on behalf of the executives under each of the termination of employment scenarios. Refer to the “Pension Benefits” section for a description of the Steel Pension Plan. Benefits under the Steel Pension

Plan may be payable under the Non-Qualified Pension Plans to the extent they are limited by the qualified plan limitations established by the Internal Revenue Code.

If an executive is placed on involuntary layoff status as of December 31, 2011 (Column C), the executive would be eligible to remain on layoff for a period of up to two years. Having satisfied certain age and service requirements, each of the executives would be eligible to commence a Rule-of-70/80 early retirement option on December 31, 2012, after being on layoff for one year (unless they are given a reasonable offer of employment with the Corporation). The present value amounts shown for an involuntary termination not for cause (Column C) reflect enhanced benefits attributable to the additional age and continuous service accrued while on layoff, the lower early-commencement charges, and a temporary $400 monthly pension benefit that is payable until the executive becomes eligible for a public pension.

If an executive becomes inactive on December 31, 2011 due to a disability (Column E), which is determined to be a permanent incapacity, the executive would be eligible to commence a Permanent Incapacity early retirement on May 31, 2012, which is five months after the qualifying disability. The present value amounts shown reflect enhanced benefits attributable to the additional age and continuous service accrued during the five-month period, and the lower early-commencement charges, but not the temporary $400 monthly pension benefit that is payable until the executive becomes eligible for a public pension or, if earlier, governmental disability benefits.

If the employment of an executive is terminated due to death (Column F), death benefits become payable to the survivor (typically his or her spouse) or, if there is no spouse, to the executive’s estate. The present value amounts shown are equal to the higher of (i) the actuarial equivalent of the executive’s pension benefit (excluding the survivor and surviving spouse’s benefits) that would have been payable if the executive had retired on the date of death, or (ii) the value of the survivor and surviving spouse’s benefits as defined in the Steel Pension Plan.

Non Tax-Qualified Pension Plan

Benefits from the Non Tax-Qualified Pension Plan are payable on behalf of the executives under each of the termination of employment scenarios. Refer to the “Pension Benefits — Non Tax-Qualified Pension Plan” section for a description of the Non Tax-Qualified Pension Plan. The present value amounts shown for the various termination scenarios vary based upon the total amount payable under the Steel Pension Plan before the application of the statutory limitations established by the Internal Revenue Code. See the paragraph below, “Letter Agreements” for a description of the letter agreement benefits payable to Messrs. Surma and Babcoke that are related to the Non Tax-Qualified Pension Plan.

Supplemental Pension Program

Benefits from the Supplemental Pension Program are payable on behalf of the executives (except for Mr. Surma) under each of the termination of employment scenarios other than a voluntary termination without consent or an involuntary termination for cause (Column B), since the executives have at least 15 years of continuous service as of December 31, 2011. Refer to the “Pension Benefits — Supplemental Pension Program” section for a description of the Supplemental Pension Program. See the paragraph below, “Letter Agreements,” for a description of the letter agreement benefits payable to Messrs. Surma and Babcoke that are related to the Supplemental Pension Program.

The present value amounts shown for an involuntary termination not for cause (Column C) and a disability (Column E) reflect enhanced benefits attributable to the additional age and continuous service accrued while on layoff status and during the five-month period following the disability event, respectively.

If the employment of an executive is terminated due to death (Column F), death benefits become payable to the surviving spouse or, if there is no spouse, to the executive’s estate. The present value amounts shown are equal to the actuarial equivalent of the executive’s pension benefit (excluding the surviving spouse’s benefits) that would have been payable with Corporation consent if the executive had retired on the date of death.

Supplemental Savings Program

The conditions for a payment of benefits under the Supplemental Savings Program include the attainment of five years of continuous service. Because all named executive officers already meet this condition, this benefit is payable under all termination scenarios.

Letter Agreements

The amounts payable to Messrs. Surma and Babcoke under their respective letter agreements are shown in the tables above. For Messrs. Surma and Babcoke, the amounts payable under the various termination scenarios depend upon the amounts payable for the termination scenarios under the various retirement plans in which they participate. For a discussion of the letter agreements, please see “Pension Benefits — Letter Agreements”.

Universal Life Insurance Protection

Except for Mr. Surma, the amounts shown under each of the termination scenarios other than in the case of death (Column F) represent the present value of the monthly premiums for coverage under the U. S. Steel Variable Universal Life Insurance program that would be paid by U. S. Steel for all months following the termination event until the executive reaches age 62. Since Mr. Surma does not satisfy the requirements for an immediate pension (i.e., age 60 with 15 years of service, or 30 years of service) as of December 31, 2011, universal life insurance premiums would be payable on his behalf for only a three-year period following a change in control. In the case of death (Column F), the values shown in the table represent the death benefit payable under the universal life insurance policy to the executive’s named beneficiary or if there is no beneficiary, to his or her estate.

Active Medical Insurance

The amount shown for a change in control and termination (Column D) represents the estimated cost of providing 36 months of active employee insurance coverage to the executive.

Supplemental Retirement Benefit

The supplemental retirement benefit represents the increase in retirement benefits to an executive in the event of a termination in connection with a change in control (Column D) and is paid pursuant to the change in control agreement (see “Termination Scenarios — Change in Control and Termination”, above). The benefit is paid in a lump sum amount representing the difference between the present values of the Enhanced Pension Benefit and the Actual Pension Benefit:

“Enhanced Pension Benefit” is equal to the Actual Pension Benefit (see below) under the Steel Pension Plan, Non Tax-Qualified Pension Plan and Supplemental Pension Program sponsored or maintained by the Corporation, including employment agreements that provide non-qualified defined benefit supplements (“All Pension Plans”) as of the date of termination of employment, plus the following enhancements:

Service — an additional three years are added to the executive’s service for purposes of calculating the monthly normal retirement benefit payable at normal retirement age,

Final Average Pay — is based on the higher of (a) the executive’s final average pay used in calculating Actual Pension Benefit or (b) final average pay using the executive’s base salary in effect immediately prior to the Applicable Event (see definition under “Termination Scenarios — Change in Control and Termination”, above) and, to the extent short-term incentive payment is considered in the calculation of pension benefits, the higher of (i) an executive’s current target short-term incentive payment, or if higher, the executive’s target short-term incentive payment immediately prior to the Applicable Event and (ii) the average of the executive’s short-term incentive payments for the prior three years, or if higher, the three years prior to the Applicable Event.

Early Commencement Factors — an additional three years are added to age and service and, if the executive satisfies the Rule-of-65 or 70/80 retirement options under All Pension Plans using these additional three years, the executive is eligible to commence an immediate pension under such retirement option, and

Full Vesting — accrued benefits under All Pension Plans are deemed to be vested or, to the extent not vested, paid as an additional benefit.

“Actual Pension Benefit” equals the sum of the monthly pension benefits payable under All Pension Plans as of the date of termination of employment.

Outplacement Services

In the event of a termination in connection with a change in control (Column D), the change in control agreements provide for the payment of reasonable outplacement services (two year maximum) for all terminations following an Applicable Event.

Excise Tax Gross-Up

The severance agreements provide for a gross-up payment to cover Internal Revenue Code section 4999 excise taxes imposed on an executive as a result of the receipt of compensation under a change in control termination scenario (Column D). The gross-up would only occur upon a change in control and a termination. This benefit is no longer available to Mr. Surma and executives approved to participate after July 1, 2011.

Section 16(a) Beneficial Ownership Reporting Compliance

No U. S. Steel director or officer or other person subject to Section 16 of the Securities Exchange Act of 1934 failed in 2011 to file on a timely basis any reports required by Section 16(a) of such Act.

Statement Regarding the Delivery of a Single Set of Proxy Materials to Households With Multiple U. S. Steel Shareholders

If you have consented to the delivery of only one set of proxy materials to multiple U. S. Steel shareholders who share your address, then only one proxy statement and only one annual report are being delivered to your household unless we have received contrary instructions from one or more of the shareholders sharing your address. We will deliver promptly upon oral or written request a separate copy of the proxy statement or the annual report to any shareholder at your address. If you wish to receive a separate copy of the proxy statement or the annual report, you may call us toll-free at 1-866-804-1409 or you can request a copy via the Internet at www.MaterialRequest.com or you can write to U. S. Steel Shareholder Services, 15^th

Floor, 600 Grant Street, Pittsburgh, PA 15219-2800. If you request a copy of the proxy statement and annual report by telephone or Internet, have your proxy card available, as you will be required to provide the 11 digit number located on your proxy card in the box by the arrow. Shareholders sharing an address who now receive multiple copies of the proxy statement or the annual report may request delivery of a single copy by writing to us at the above address or by sending an email to shareholderservices@uss.com.

Solicitation Statement

We will bear the cost of this solicitation of proxies. In addition to soliciting proxies by mail, our directors, officers and employees may solicit proxies by telephone, in person or by other means. They will not receive any extra compensation for this work. In addition, we are considering hiring third parties to assist in the solicitation process at an estimated cost not to exceed $100,000. We will also make arrangements with brokerage firms and other custodians, nominees and fiduciaries to forward proxy solicitation material to the beneficial owners of our common stock, and we will reimburse them for reasonable out-of-pocket expenses that they incur in connection with forwarding the material.

Website

Our Corporate Governance Principles, Code of Ethical Business Conduct (which is applicable to all directors and employees, including the CEO and senior financial officers), Board committee charters, and annual and quarterly reports on Forms 10-K and 10-Q are available on our website, www.ussteel.com. By referring to these documents we do not intend to incorporate the contents of the website into this document.

By order of the Board of Directors,

Craig D. Mallick

Secretary

March 9, 2012


		榴莲视频 c/o Corporate Election Services P.O. Box 3200 Pittsburgh, PA 15230-3200		VOTE BY TELEPHONE Please have your proxy card available when you call the toll-free number 1-888-693-8683 using a touch-tone telephone and follow the simple directions that will be presented to you. VOTE BY INTERNET Please have your proxy card available when you access the website www.cesvote.com and follow the simple directions that will be presented to you. VOTE BY MAIL Please mark, sign and date your proxy card and return it in the postage-paid envelope provided or return it to: Corporate Election Services, P.O. Box 3200, Pittsburgh, PA 15230.

Vote by Telephone

Call toll-free using a

touch-tone telephone:

1-888-693-8683

Vote by Internet

Access the website and

cast your vote:

www.cesvote.com

Vote by Mail

Return your completed proxy

card in the postage-paid

envelope provided

Your telephone or Internet vote authorizes the named proxies to vote your shares in the

same manner as if you marked, signed and returned your proxy card.

Voting is open 24 hours a day, 7 days a week.

Your telephone or Internet vote must be received by 6:00 a.m. eastern time

on April 24, 2012 in order to be counted in the final tabulation.

ê If you vote by mail, please fold and detach card at perforation before mailing. ê

UNITED STATES STEEL CORPORATION

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF UNITED STATES STEEL CORPORATION.

The undersigned hereby appoint(s) John P. Surma and Seth E. Schofield, or either of them, proxies to vote as herein directed on behalf of the undersigned at the Annual Meeting of Stockholders of 榴莲视频 on April 24, 2012 and at any meeting resulting from an adjournment or postponement thereof and upon all other matters properly coming before the Meeting, including the proposals set forth in the proxy statement for such Meeting with respect to which the proxies are instructed to vote as indicated on the reverse side.

Signature(s)



Dated
Please sign exactly as your name appears hereon, including representative capacity where applicable. Joint owners should both sign.

PLEASE MARK (ON THE REVERSE), SIGN AND DATE YOUR PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.

UNITED STATES STEEL CORPORATION

2012 Annual Meeting of Stockholders

Attendance Card

You are invited to attend the Annual Meeting of Stockholders on April 24, 2012. The Meeting will be held at the U. S. Steel Tower, 33^rd Floor, 600 Grant Street, Pittsburgh, PA, 15219 at 10:00 AM Eastern Time. Use of this attendance card is for our mutual convenience, and you have the right to attend the Meeting without this attendance card if you present identification and proof of ownership of 榴莲视频 common stock. Attached is your 2012 Proxy Card.

Craig D. Mallick

Secretary

For personal use of the named stockholder(s) – not transferable.

Please present this card at the registration desk upon arrival and

please bring a photo ID for admission to the building.


é If you plan to attend the Meeting, please fold and detach card at perforation. é

ê If you vote by mail, please fold and detach card at perforation before mailing. ê

UNITED STATES STEEL CORPORATION

PROXY

THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS YOU GIVE BY MARKING IT. UNLESS OTHERWISE MARKED, THE NAME PROXIES WILL VOTE FOR PROPOSALS 1, 2 AND 3 AND AGAINST PROPOSAL 4.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE NOMINEES IN PROPOSAL 1, FOR PROPOSALS 2 AND 3 AND AGAINST PROPOSAL 4.

Proposal 1.

Election of Directors

Class II Nominees:

FOR

AGAINST

ABSTAIN

(1) Frank J. Lucchino

(2) Seth E. Schofield

(3) John P. Surma

(4) David S. Sutherland

Proposal 2.

Ratification of appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm

¨ FOR ¨ AGAINST ¨ ABSTAIN

Proposal 3.

Approval, in a non-binding advisory vote, of the compensation of the named executive officers

¨ FOR ¨ AGAINST ¨ ABSTAIN

Proposal 4.

Shareholder Proposal Recommending the Elimination of the Classified Board of Directors

¨ FOR ¨ AGAINST ¨ ABSTAIN

(CONTINUED, AND TO BE SIGNED AND DATED, ON THE OTHER SIDE.)