Issuing And Paying Agency Agreement

Exhibit 10.(a)


ISSUING AND PAYING AGENCY AGREEMENT


AGREEMENT made on the 26th day of April, 1994 between THE FIRST NATIONAL BANK OF BOSTON, a national banking association maintaining its principal corporate trust office at 150 Royall Street, Canton, Massachusetts 02021 (the "Issuing and Paying Agent"), and USX CORPORATION, a Delaware corporation having its principal place of business at 600 Grant Street, Pittsburgh, Pennsylvania 15219-4776 (the "Issuer").


W I T N E S S E T H :


WHEREAS, the Issuer has authorized and may from time to time issue its Medium-Term Notes, Series C (the "Notes") that are fixed rate notes ("Fixed Rate Notes") and floating rate notes ("Floating Rate Notes"); and
WHEREAS, the Issuer desires to appoint the Issuing and Paying Agent as Paying Agent, Issuing Agent and Debt Security registrar with respect to such Notes as hereinafter set forth; and
WHEREAS, the Issuing and Paying Agent agrees to act as such Issuing and Paying Agent, Issuing Agent and Debt Security registrar.
NOW, THEREFORE, in consideration of the premises, the mutual promises hereinafter contained, and intending to be legally bound hereby, the Issuing and Paying Agent and the Issuer hereby covenant and agree as follows:


ARTICLE I
APPOINTMENT


1. The Issuer hereby appoints the Issuing and Paying Agent as its Issuing and Paying Agent, Issuing Agent and Debt Security registrar with respect to the Notes pursuant to the Indenture dated as of March 15, 1993 between the Issuer and PNC Bank, National Association, as Trustee, to perform the duties hereinafter set forth.
2. The Issuing and Paying Agent hereby accepts such appointments and agrees to perform the duties hereinafter set forth. 2
ARTICLE II
ISSUANCE OF NOTES


1. The Issuing and Paying Agent hereby agrees to issue and authenticate the Notes in accordance with the procedures set forth in Exhibit C ("Administrative Procedures") to the Distribution Agreement dated April 26, 1994, among the Issuer and the Agents defined therein (the "Distribution Agreement"), a copy of which Exhibit is attached hereto and made a part hereof.
2. The Issuer hereby agrees that it will promptly notify the Issuing and Paying Agent of any amendments or modifications to the Distribution Agreement and that it will not effect any such amendments or modifications which adversely affect the Issuing and Paying Agent without the prior written consent of the Issuing and Paying Agent.


ARTICLE III
DEPOSIT OF FUNDS


1. Not later than five (5) business days prior to any interest payment date described in a Note or Notes, the Issuer shall furnish, or cause to be furnished, in writing or via telephone promptly confirmed in writing, to the Issuing and Paying Agent the following information with respect to said interest payment date and to such Notes: (a) the aggregate amount of interest to be paid on such interest payment date with respect to any Fixed Rate Note and the amount of such interest to be paid per $1,000 of principal outstanding; and (b) such other information as the Issuing and Paying Agent may request from time to time.
2. Not later than five (5) business days prior to any date on which principal and premium, if any, is to be paid by the Issuing and Paying Agent with respect to any of the Notes, whether at maturity, by acceleration, or otherwise, the Issuer shall furnish, or cause to be furnished, in writing or via telephone promptly confirmed in writing, to the


-2- 3 Issuing and Paying Agent a statement specifying such payment date and containing information with respect to such payment in the nature of the information described in the preceding paragraph, including such information as the Issuing and Paying Agent may request from time to time.
3. On or prior to noon, prevailing Eastern time, on each payment date described in any of the preceding paragraphs of this Article, the Issuer shall deposit, or cause to be deposited, with the Issuing and Paying Agent finally collected funds, or funds which have been ordered transferred on the Federal Reserve System and for which a confirmation number has been issued, in an amount equal to the aggregate amount to be paid by the Issuing and Paying Agent on such payment date. In the event the amount deposited with respect to a payment date is less than the sum of the aggregate amounts specified in statements furnished to the Issuing and Paying Agent pursuant to this Article with respect to such payment date, the Issuing and Paying Agent shall promptly notify the Issuer, and shall effect no payments with respect to such payment date until such discrepancy has been resolved. Until paid as hereinafter provided, the Issuing and Paying Agent shall hold such amounts in trust for the benefit of the holders of the Notes. The Issuing and Paying Agent shall pay to the Issuer any interest actually earned on or with respect to amounts held or deposited hereunder prior to the relevant payment date, and invested as provided below, but shall be under no duty or obligation to otherwise pay interest or earnings on such amounts or to collateralize or pledge any security therefor, or to segregate such amounts, except as required by law. Any investments of such deposited amounts by the Issuing and Paying Agent shall be at the written direction of the Issuer.


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ARTICLE IV
PAYMENTS


1. The Issuing and Paying Agent shall effect payment of the amounts d ...