EXHIBIT 4
USX CORPORATION
ESTABLISHMENT ACTION OF TERMS COMMITTEE AND RATE COMMITTEE
APPOINTED BY THE BOARD OF DIRECTORS OF USX CORPORATION
ON JULY 27,1993
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Resolutions of the Board of Directors (the "Board") of USX Corporation
(the "Issuer") adopted on July 27,1993 (the "Board Resolutions"): (a) authorized
the issuance and sale of $650 million of debt securities, (b) appointed a Terms
Committee to consist of the Chairman of the Board of Directors, the Executive
Vice President-Accounting & Finance and Chief Financial Officer and the Vice
President & Treasurer and delineated the powers of such committee, and
(c) appointed a Rate Committee consisting of the members of the Terms
Committee plus any Assistant Treasurer and delineated the powers of such
committee. Officers of the Issuer have held discussions with Salomon Brothers
Inc, Goldman, Sachs & Co. and J. P. Morgan Securities Inc. (the "Underwriters")
concerning a public offering of notes. On the basis of such discussions, the
Terms Committee and the Rate Committee hereby adopt the following
resolutions:
RESOLVED, that there be, and there is hereby, created, approved and
established under the Indenture (the "Indenture"), dated as of March 15, 1993,
between the Issuer and PNC Bank, National Association, as Trustee (the
"Trustee") a series of Debt Securities whose terms shall be as follows
(capitalized terms used herein and not otherwise defined herein having the
respective meanings ascribed to them in the Indenture):
(1) The Securities shall be titled the "7.20% Notes due 2004" and bear
interest at the rate of 7.20% per year and mature on February 15, 2004 (the
"Notes"). The aggregate principal amount of the Notes which may be
authenticated and delivered under the Indenture is limited to $300,000,000
except for Notes authenticated and delivered upon registration or transfer of,
or in exchange for, or in lieu of, other Notes pursuant to the Indenture.
(2) Interest on the Notes shall accrue from February 7, 1994, and be
payable semi-annually on February 15 and August 15 of each year, commencing
August 15, 1994, until the principal thereof is paid or made available for
payment. Each such February 15 or August 15 shall be an "Interest Payment
Date" for the Notes. The January 31 or July 31 (whether or not a Business
Day), as the case may be, next preceding an Interest Payment Date shall be the
"Regular Record Date" for the interest payable on such Interest Payment Date.
The total amount of principal and interest due on any Global Security
representing one or more Notes on any Interest Payment Date or at maturity
shall be made available to the Trustee in the City of Pittsburgh, Commonwealth
of Pennsylvania on such date.
(3) The Notes shall be issued in the form of one or more fully registered
Global Securities which will be deposited with, or on behalf of, The Depository
Trust Company (the "Depositary") and will be registered in the name of the
Depositary or its nominee.
(4) The Notes shall not be redeemable prior to maturity and shall not
provide for any sinking fund.
(5) The provisions of Section 12.02(b) and Section 12.02(c) of the
Indenture with respect to defeasance of the Debt Securities of a Series and
covenant defeasance of the Debt Securities of a Series, respectively, shall be
applicable to the Notes.
(6) The public offering price of the Notes shall be 99.786% of the
principal amount thereof per Note or $299,358,000.
(7) The net proceeds to be paid to the Issuer by the Underwriters for the
Notes shall be 99.136% of the principal amount thereof or $297,408,000.
(8) The net proceeds of the Notes shall be used for general corporate
purposes, including the payment of currently maturing debt obligations.
(9) The Notes will be issued only in book entry form in denominations of
$1,000 and integral multiples thereof.
RESOLVED, the issuance of one or more Global Securities registered in
the name of the Depositary or its nominee and related Trustee's certificate of
authentication to be endorsed thereon shall be in substantially the form
included in the aforesaid form of Indenture, with such insertions, additions
and changes as shall be hereafter approved by the officers executing the same,
such approval to be conclusively evidenced by their execution thereof, and the
Chairman or any Vice Chairman of the Board of Directors or any Vice President,
and the Treasurer or any Assistant Treasurer of the Issuer, hereby is
authorized, in the name and on behalf of the Issuer, to execute and deliver up
to $300,000,000 aggregate principal amount of the Notes in the form of one or
more Global Securities, as required, to the Trustee for authentication and to
execute and deliver to the Trustee the written order of the Issuer for the
authentication and delivery thereof.
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RESOLVED, the execution of Global Securities by the Chairman or any
Vice Chairman of the Board of Directors or any Vice President, and the
Treasurer or any Assistant Treasurer by their respective facsimile signatures,
and the printing or engraving of the seal of the Issuer on the Global
Securities, hereby are authorized and approved as and for execution by the
Issuer, notwithstanding that any such officer may have ceased to occupy such
office at any time any Global Security is presented for authentication.
RESOLVED, the forms of Underwriting Agreement and Pricing Agreement
between the Issuer and the Underwriters, presented to the Committees, covering
the sale by the Issuer and the purchase by the Underwriters of the Notes, hereby
are approved, and the Chairman or any Vice Chairman of the Board of Directors
or any Vice President hereby is authorized, in the name and on behalf of the
Issuer, to execute and deliver an Underwriting Agreement and a Pricing
Agreement in substantially such form with such insertions, additions and
changes as may be hereafter approved by the officer executing and delivering
the same, such approval to be conclusively evidenced by his execution thereof.
RESOLVED, each of the officers of the Issuer hereby is authorized to
execute, deliver and file any and all instruments and documents and
amendments thereto and to do any and all acts or things in the name and on
behalf of the Issuer by him deemed necessary or advisable in connection with
the issuance, sale and delivery of the Notes and for the purpose of carrying
into effect any of the transactions and matters contemplated by this Action.
/s/ C. A. Corry
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C. A. Corry
/s/ R. M. Hernandez
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R. M. Hernandez
/s/ G. R. Haggerty
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G. R. Haggerty
/s/ A. E. Ferrara, Jr.
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A. E. Ferrara, Jr.
Dated: January 31, 1994
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