8-K

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               ------------------

                                    FORM 8-K


                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                               ------------------

       Date of report (Date of earliest event reported): October 22, 2003


                           BETHLEHEM STEEL CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)






                                    DELAWARE
                 (State or Other Jurisdiction of Incorporation)

                  1-1941                                 24-0526133
         (Commission File Number)           (I.R.S. Employer Identification No.)

                  1170 EIGHTH AVENUE
                BETHLEHEM, PENNSYLVANIA                18016-7699
       (Address of Principal Executive Offices)        (Zip Code)

                                  610-694-2424
              (Registrant's Telephone Number, Including Area Code)

                                       N/A
          (Former Name or Former Address, if Changed Since Last Report)

================================================================================


ITEM 3.    BANKRUPTCY OR RECEIVERSHIP.

           As previously disclosed, on October 15, 2001, Bethlehem Steel
Corporation (the "Company") and twenty two of its wholly-owned subsidiaries
(each, a "Debtor," and collectively, "Debtors") filed voluntary petitions under
chapter 11 of title 11, United States Code (the "Bankruptcy Code") in the United
States Bankruptcy Court for the Southern District of New York (the "Court")
(Case Nos. 01-15288 (BRL) through 01-15302 (BRL) and 01-15308 (BRL) through
01-15315 (BRL)) (collectively, the "Bankruptcy Cases").

           On October 22, 2003, the Court entered an order (the "Confirmation
Order") confirming the Debtors' Plan of Liquidation (the "Plan"). Following the
satisfaction of various conditions, the Plan will become effective (the
"Effective Date"). A copy of the Plan and the Confirmation Order are attached
hereto as Exhibits 2.1 and 2.2, respectively, and incorporated by reference
herein.

           The following is a summary of the matters contemplated to occur
either pursuant to or in connection with the confirmation and implementation of
the Plan. This summary only highlights certain of the substantive provisions of
the Plan and is not intended to be a complete description of, or a substitute
for a full and complete reading of, the Plan. This summary is qualified in its
entirety by reference to the full text of the Plan and as modified pursuant to
the Confirmation Order.

           On March 12, 2003, the Company signed an asset purchase agreement
("APA") to sell substantially all of its assets to a subsidiary of International
Steel Group, Inc. ("ISG") for cash, ISG Class B common stock and the assumption
of certain liabilities. The APA was approved by the Court on April 22, 2003. In
connection with the approval of the APA, among other matters, the United
Steelworkers of America agreed to release substantially all claims against the
Company and its subsidiaries; the trustees of the funds under the Coal Industry
Health Benefit Retiree Act of 1992 agreed to withdraw their civil action filed
on March 18, 2003 in the United States District Court for the District of
Columbia for injunctive relief and agreed to settle certain claims against the
Company and "related persons"; and the Pension Benefit Guaranty Corporation
("PBGC") agreed to release certain claims against any member of the Company's
"controlled group" under Title IV of ERISA.

           Closing of the sale of substantially all of the Company's assets to
ISG was completed on May 7, 2003, however, the effective closing date for
financial purposes was the opening of business on May 1, 2003. At closing the
Company received approximately $752 million in cash and a $120 million
receivable ($80 million was received through June 30, 2003 and $40 million was
received in July 2003), the total of which is expected to be sufficient to
satisfy all allowed secured, administrative and priority claims, with any excess
cash being paid to ISG before the Company's chapter 11 case is closed. The
Company also received at closing of the APA ISG Class B common stock, with an
expected value of $15 million, that together with any bankruptcy avoidance
claims are the only assets available to distribute to allowed pre-petition
unsecured creditors. Under the terms of the APA, the class B common stock will
be returned to ISG if all allowed secured, administrative and priority claims
are not paid. No value will be distributed to the Company's common, preferred or
preference equity holders.


                                       2

           As a result of the consummation of the APA, the Company no longer has
operations effective April 30, 2003 and is in the process of liquidating.
Pursuant to the Plan, the Company will transfer its remaining assets to a
liquidating trust for the benefit of the pre-petition allowed unsecured
creditors.

           On or promptly after the Effective Date, the Company will file with
the Securities and Exchange Commission a Form 15 for the purpose of terminating
the registration of any of its publicly traded securities. All common stock of
the Company outstanding after the Effective Date shall be canceled on the date
the Company is dissolved in accordance with Section 6.5(e) of the Plan.

           Information regarding the assets and liabilities of the Company is
hereby incorporated by reference to the Company's monthly operating report
attached as Exhibit 99.1 to the Company's Current Report on Form 8-K filed on
October 20, 2003.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

    Exhibit No.                       Description
    -----------                       -----------

       2.1          Debtors' Plan of Liquidation Under Chapter 11 of the
                    Bankruptcy Code, dated October 21, 2003, as filed with the
                    U.S. Bankruptcy Court for the Southern District of New York

       2.2          Bankruptcy Court Order, dated October 22, 2003, confirming
                    the Debtors' Plan of Liquidation Under Chapter 11 of the
                    Bankruptcy Code



                                       3

                                  SIGNATURES

           Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date:  October 28, 2003
                                          BETHLEHEM STEEL CORPORATION


                                          By:  /s/ Lonnie A. Arnett
                                              ----------------------------------
                                              Lonnie A. Arnett
                                              Vice President and Controller



                                       4

                                 EXHIBIT INDEX

     Exhibit No.                    Description
     -----------                    -----------

       2.1          Debtors' Plan of Liquidation Under Chapter 11 of the
                    Bankruptcy Code, dated October 21, 2003, as filed with the
                    U.S. Bankruptcy Court for the Southern District of New York

       2.2          Bankruptcy Court Order, dated October 22, 2003, confirming
                    the Debtors' Plan of Liquidation Under Chapter 11 of the
                    Bankruptcy Code






                                       5

EX-2

                                                                     EXHIBIT 2.1

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
- ------------------------------------------------ X
IN RE                                            :      CHAPTER 11 CASE NOS.
                                                 :
BETHLEHEM STEEL CORPORATION,                     :      01-15288 (BRL) THROUGH
ET AL.                                           :      01-15302, 01-15308
                                                 :      THROUGH 01-15315 (BRL)
                        DEBTORS.                 :      (JOINTLY ADMINISTERED)
                                                 :
- -------------------------------------------------X



                          DEBTORS' PLAN OF LIQUIDATION
                     UNDER CHAPTER 11 OF THE BANKRUPTCY CODE











                                                    WEIL, GOTSHAL & MANGES LLP
                                                    767 Fifth Avenue
                                                    New York, New York 10153
                                                    (212) 310-8000

                                                    Attorneys for Debtors and
                                                    Debtors in Possession



                                TABLE OF CONTENTS

                                                                                                               


                                                                                                                           PAGE

Article I.                 Definitions and Interpretation..................................................................   1
        1.1                Administrative Expense Claim....................................................................   1
        1.2                Allowed.........................................................................................   1
        1.3                Avoidance Actions...............................................................................   2
        1.4                Avoidance Assets................................................................................   2
        1.5                Bankruptcy Code.................................................................................   2
        1.6                Bankruptcy Court................................................................................   2
        1.7                Bankruptcy Rules................................................................................   2
        1.8                Bethlehem.......................................................................................   2
        1.9                Business Day....................................................................................   2
        1.10               Cash............................................................................................   2
        1.11               Causes of Action................................................................................   2
        1.12               Chapter 11 Cases................................................................................   2
        1.13               Claim...........................................................................................   3
        1.14               Class...........................................................................................   3
        1.15               COBRA...........................................................................................   3
        1.16               Collateral......................................................................................   3
        1.17               Commencement Date...............................................................................   3
        1.18               Committee.......................................................................................   3
        1.19               Confirmation Date...............................................................................   3
        1.20               Confirmation Hearing............................................................................   3
        1.21               Confirmation Order..............................................................................   3
        1.22               Consideration Shares............................................................................   3
        1.23               Debtors.........................................................................................   3
        1.24               Disclosure Statement............................................................................   3
        1.25               Disputed........................................................................................   3
        1.26               Distribution Record Date........................................................................   4
        1.27               Effective Date..................................................................................   4
        1.28               Equity Interest.................................................................................   4
        1.29               Final Order.....................................................................................   4
        1.30               General Unsecured Claim.........................................................................   4
        1.31               Indentures......................................................................................   4


                                       i

                               TABLE OF CONTENTS
                                   (CONTINUED)

                                                                                                                            PAGE

        1.32               Indenture Trustees' Account.....................................................................   5
        1.33               Indenture Trustees..............................................................................   5
        1.34               ISG.............................................................................................   5
        1.35               ISG Agreement...................................................................................   5
        1.36               Liquidating Trust...............................................................................   6
        1.37               Liquidating Trust Agreement.....................................................................   6
        1.38               Liquidating Trust Assets........................................................................   6
        1.39               Liquidating Trust Claims Reserve................................................................   6
        1.40               Lukens Trusts...................................................................................   6
        1.41               Lukens Trusts Assets............................................................................   6
        1.42               Other Secured Claim.............................................................................   6
        1.43               Person..........................................................................................   6
        1.44               Plan............................................................................................   6
        1.45               Plan Supplement.................................................................................   6
        1.46               Priority Non-Tax Claim..........................................................................   6
        1.47               Priority Tax Claim..............................................................................   7
        1.48               Pro Rata Share..................................................................................   7
        1.49               Retirees........................................................................................   7
        1.50               Retirees' Committee.............................................................................   7
        1.51               Schedules.......................................................................................   7
        1.52               Secured Claim...................................................................................   7
        1.53               Tax Code........................................................................................   7
        1.54               Tort Claim......................................................................................   7
        1.55               Trustee.........................................................................................   7
        1.56               Trustee Expense Fund............................................................................   7
Article II.                Administrative Expense Claims and Priority Tax Claims...........................................   8
        2.1                Administrative Expense Claims...................................................................   8
        2.2                Compensation and Reimbursement Claims...........................................................   8
        2.3                Priority Tax Claims.............................................................................   8
        2.4                Special Provisions Regarding Indenture Trustees' Fees and Expenses..............................   8
Article III.               Classification Of Claims And Equity Interests...................................................   9
Article IV.                Treatment of Claims and Equity Interests........................................................   9


                                       ii

                               TABLE OF CONTENTS
                                   (CONTINUED)

                                                                                                                            PAGE

        4.1                Class 1 - Other Secured Claims..................................................................   9
        4.2                Class 2 - Priority Non-Tax Claims...............................................................   9
        4.3                Class 3 - General Unsecured Claims..............................................................  10
        4.4                Class 4 - Equity Interests......................................................................  10
Article V.                 Provisions Governing Distributions..............................................................  10
        5.1                Distribution Record Date........................................................................  10
        5.2                Method of Distributions Under the Plan..........................................................  10
                           a.        Effective Date Payments and Transfers by the Debtors..................................  10
                           b.        Repayment of Cash or Certain Assets to ISG............................................  10
                           c.        Return of Consideration Shares to ISG.................................................  11
                           d.        Distributions of Cash.................................................................  11
        5.3                Delivery of Distributions and Undeliverable Distributions.......................................  11
        5.4                Withholding and Reporting Requirements..........................................................  11
        5.5                Time Bar to Cash Payments.......................................................................  12
        5.6                Minimum Distributions and Fractional Shares.....................................................  12
        5.7                Setoffs.........................................................................................  12
        5.8                Transactions on Business Days...................................................................  12
        5.9                Allocation of Plan Distribution Between Principal and Interest..................................  12
Article VI.                Means for Implementation and Execution of the Plan..............................................  12
        6.1                Substantive Consolidation.......................................................................  12
        6.2                The Liquidating Trust...........................................................................  13
                           a.        Execution of Liquidating Trust Agreement..............................................  13
                           b.        Purpose of Liquidating Trust..........................................................  13
                           c.        Liquidating Trust Assets..............................................................  13
                           d.        Governance of Liquidating Trust.......................................................  13
                           e.        The Trustee...........................................................................  13
                           f.        Role of the Trustee...................................................................  14
                           g.        Nontransferability of Liquidating Trust Interests.....................................  14
                           h.        Cash..................................................................................  14
                           i.        Costs and Expenses of the Trustee.....................................................  14
                           j.        Compensation of the Trustee...........................................................  15
                           k.        Distribution of Liquidating Trust Interests...........................................  15
                           l.        Retention of Professionals by the Trustee.............................................  15


                                   iii

                               TABLE OF CONTENTS
                                   (CONTINUED)

                                                                                                                            PAGE

                           m.        Federal Income Tax Treatment of Liquidating Trust.....................................  15
                                    (i).    Liquidating Trust Assets Treated as Owned by Creditors.........................  15
                                    (ii).   Tax Reporting..................................................................  16
                           n.        Dissolution...........................................................................  17
                           o.        Indemnification of Trustee............................................................  17
                           p.        Closing of Chapter 11 Cases...........................................................  17
                           q.        Closing of Chapter 11 Cases by Charitable Gift........................................  17
        6.3                Securities Exempt...............................................................................  18
        6.4                Cancellation of Existing Securities and Agreements..............................................  18
        6.5                Debtors' Post-Confirmation Role; Dissolution....................................................  18
                           a.       Payments and Transfers.................................................................  18
                           b.       Administration of Taxes................................................................  18
                           c.       Effective Date Payments and Transfers..................................................  18
                           d.       Claims Administration and Prosecution and Plan Distributions...........................  19
                           e.       Dissolution............................................................................  19
        6.6                Books and Records...............................................................................  19
        6.7                Corporate Action................................................................................  19
        6.8                Effectuating Documents and Further Transactions.................................................  20
Article VII.               Procedures for Disputed Claims..................................................................  20
        7.1                Objections to Claims............................................................................  20
        7.2                No Distribution Pending Allowance...............................................................  20
        7.3                Resolution of Disputed Claims...................................................................  20
        7.4                Estimation......................................................................................  21
        7.5                Allowance of Disputed Claims....................................................................  21
        7.6                Dividends.......................................................................................  21
Article VIII.              Executory Contracts and Unexpired Leases........................................................  21
        8.1                Executory Contracts and Unexpired Leases........................................................  21
        8.2                Approval of Rejection of Executory Contracts and Unexpired Leases...............................  22
        8.3                Rejection Claims................................................................................  22
Article IX.                Effectiveness of the Plan.......................................................................  22
        9.1                Condition Precedent to Confirmation of Plan.....................................................  22


                                       iv

                               TABLE OF CONTENTS
                                   (CONTINUED)

                                                                                                                            PAGE

        9.2                Conditions Precedent to Effective Date..........................................................  22
        9.3                Satisfaction of Conditions......................................................................  22
        9.4                Effect of Nonoccurrence of Conditions to Consummation...........................................  23
Article X.                 Effect of Confirmation..........................................................................  23
        10.1               Vesting of Assets...............................................................................  23
        10.2               Release of Assets...............................................................................  23
        10.3               Binding Effect..................................................................................  23
        10.4               Term of Injunctions or Stays....................................................................  23
        10.5               Causes of Action................................................................................  23
        10.6               Injunction......................................................................................  24
        10.7               Injunction Against Interference with Plan.......................................................  24
Article XI.                Retention of Jurisdiction.......................................................................  24
        11.1               Jurisdiction of Bankruptcy Court................................................................  24
Article XII.               Miscellaneous Provisions........................................................................  26
        12.1               Dissolution of Committee and Retirees' Committee................................................  26
        12.2               Substantial Consummation........................................................................  26
        12.3               Effectuating Documents and Further Transactions.................................................  26
        12.4               Exemption from Transfer Taxes...................................................................  26
        12.5               Limited Release.................................................................................  26
        12.6               Exculpation.....................................................................................  27
        12.7               Post-Confirmation Date Fees and Expenses........................................................  27
                           a.       Fees and Expenses of Professionals.....................................................  27
                           b.       Fees and Expenses of the Trustee.......................................................  27
        12.8               Payment of Statutory Fees.......................................................................  27
        12.9               Modification of Plan............................................................................  28
        12.10              Revocation or Withdrawal of Plan................................................................  28
        12.11              Courts of Competent Jurisdiction................................................................  28
        12.12              Severability....................................................................................  28
        12.13              Governing Law...................................................................................  28
        12.14              Exhibit.........................................................................................  29
        12.15              Successors and Assigns..........................................................................  29
        12.16              Time............................................................................................  29
        12.17              Notices.........................................................................................  29





                                       v

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
- -----------------------------------------------X
IN RE                                          :       CHAPTER 11 CASE NOS.
                                               :
BETHLEHEM STEEL CORPORATION,                   :       01-15288 (BRL) THROUGH
ET AL.                                         :       01-15302, 01-15308
                                               :       THROUGH 01-15315 (BRL)
                        DEBTORS.               :       (JOINTLY ADMINISTERED)
                                               :
- -----------------------------------------------X


                          DEBTORS' PLAN OF LIQUIDATION
                     UNDER CHAPTER 11 OF THE BANKRUPTCY CODE

           Bethlehem Steel Corporation, Alliance Coatings Company, LLC,
BethEnergy Mines Inc., Bethlehem Cold Rolled Corporation, Bethlehem Development
Corporation, Bethlehem Rail Corporation, Bethlehem Steel de Mexico, S.A. de
C.V., Bethlehem Steel Export Company of Canada, Limited, Bethlehem Steel Export
Corporation, BethPlan Corporation, Chicago Cold Rolling, L.L.C., Eagle Nest
Inc., Encoat-North Arlington, Inc., Energy Coatings Company, Greenwood Mining
Corporation, HPM Corporation, Kenacre Land Corporation, L I Service Company,
Marmoraton Mining Company, Ltd., Mississippi Coatings Limited Corporation,
Mississippi Coatings Line Corporation, Ohio Steel Service Company, LLC, and
Primeacre Land Corporation, the above-captioned debtors and debtors in
possession, propose the following chapter 11 plan of liquidation pursuant to
section 1121(a) of title 11 of the United States Code:

                                   ARTICLE I.

                         DEFINITIONS AND INTERPRETATION
                         ------------------------------

DEFINITIONS. The following terms used herein shall have the respective meanings
defined below (such meanings to be equally applicable to both the singular and
plural):

           1.1 ADMINISTRATIVE EXPENSE CLAIM means any right to payment
constituting a cost or expense of administration of any of the Chapter 11 Cases
allowed under sections 503(b), 507(a)(1), and 1114(e) of the Bankruptcy Code,
including, without limitation, any actual and necessary costs and expenses of
preserving the Debtors' estates, any actual and necessary costs and expenses of
operating the Debtors' businesses, any indebtedness or obligations incurred or
assumed by the Debtors, as debtors in possession, during the Chapter 11 Cases,
including, without limitation, for the acquisition or lease of property or an
interest in property or the rendition of services, and any allowances of
compensation and reimbursement of expenses to the extent allowed by Final Order
under sections 330 or 503 of the Bankruptcy Code.

           1.2 ALLOWED means, with reference to any Claim, (i) any Claim against
any Debtor which has been listed by such Debtor in the Schedules, as such
Schedules may be amended by the Debtors from time to time in accordance with
Bankruptcy Rule 1009, as liquidated in amount and not disputed or contingent and


for which no contrary proof of claim has been filed, (ii) any timely filed Claim
as to which no objection to allowance has been interposed in accordance with
Section 7.1 hereof or such other applicable period of limitation fixed by the
Bankruptcy Code, the Bankruptcy Rules, or the Bankruptcy Court, or as to which
any objection has been determined by a Final Order to the extent such objection
is determined in favor of the respective holder, or (iii) any Claim expressly
allowed by a Final Order or hereunder.

           1.3 AVOIDANCE ACTIONS means any actions commenced, or that may be
commenced, before or after the Effective Date pursuant to section 544, 545, 547,
548, 549, 550, or 551 of the Bankruptcy Code.

           1.4 AVOIDANCE ASSETS means the collections realized on the settlement
or resolution of the Avoidance Actions.

           1.5 BANKRUPTCY CODE means title 11 of the United States Code, as
amended from time to time, as applicable to the Chapter 11 Cases.

           1.6 BANKRUPTCY COURT means the United States District Court for the
Southern District of New York, having jurisdiction over the Chapter 11 Cases
and, to the extent of any reference made under section 157 of title 28 of the
United States Code, the unit of such District Court having jurisdiction over the
Chapter 11 Cases under section 151 of title 28 of the United States Code.

           1.7 BANKRUPTCY RULES means the Federal Rules of Bankruptcy Procedure
as promulgated by the United States Supreme Court under section 2075 of title 28
of the United States Code, as amended from time to time, applicable to the
Chapter 11 Cases, and any Local Rules of the Bankruptcy Court.

           1.8 BETHLEHEM means Bethlehem Steel Corporation, a Delaware
corporation, the parent debtor or debtor in possession, as the context requires.

           1.9 BUSINESS DAY means any day other than a Saturday, a Sunday, or
any other day on which banking institutions in New York, New York are required
or authorized to close by law or executive order.

           1.10 CASH means legal tender of the United States of America.

           1.11 CAUSES OF ACTION means any and all actions, causes of action,
liabilities, obligations, rights, suits, damages, judgments, claims, and demands
whatsoever, whether known or unknown, existing or hereafter arising, in law,
equity, or otherwise, based in whole or in part upon any act or omission or
other event occurring prior to the Commencement Date or during the course of the
Chapter 11 Cases, including through the Effective Date, but not including the
Avoidance Actions.

           1.12 CHAPTER 11 CASES means the jointly administered cases under
chapter 11 of the Bankruptcy Code commenced by the Debtors on October 15, 2001
in the Bankruptcy Court and styled In re Bethlehem Steel Corp., et al., Ch. 11
Case Nos. 01-15288 (BRL) through 01-15302, 01-15308 through 01-15315 (BRL)
(Jointly Administered).


                                       2

           1.13 CLAIM has the meaning set forth in section 101 of the Bankruptcy
Code.

           1.14 CLASS means any group of Claims or Equity Interests classified
by the Plan pursuant to section 1122(a)(1) of the Bankruptcy Code.

           1.15 COBRA means the continuation coverage requirements under section
4980B of the Tax Code and Part 6 of Subtitle B of Title I of the Employee
Retirement Income Security Act of 1974, as amended.

           1.16 COLLATERAL means any property or interest in property of the
estate of any Debtor subject to a lien, charge, or other encumbrance to secure
the payment or performance of a Claim, which lien, charge, or other encumbrance
is not subject to avoidance under the Bankruptcy Code.

           1.17      COMMENCEMENT DATE means October 15, 2001.

           1.18 COMMITTEE means the statutory committee of unsecured creditors
appointed by the Office of the United States Trustee in the Chapter 11 Cases
pursuant to section 1102 of the Bankruptcy Code.

           1.19 CONFIRMATION DATE means the date on which the Clerk of the
Bankruptcy Court enters the Confirmation Order.

           1.20 CONFIRMATION HEARING means the hearing to be held by the
Bankruptcy Court regarding confirmation of the Plan, as such hearing may be
adjourned or continued from time to time.

           1.21 CONFIRMATION ORDER means the order of the Bankruptcy Court
confirming the Plan pursuant to section 1129 of the Bankruptcy Code.

           1.22 CONSIDERATION SHARES means the shares of common stock, par value
$.01 per share, of ISG having terms substantially similar to those set forth on
Exhibit A hereto.

           1.23 DEBTORS means Bethlehem Steel Corporation, Alliance Coatings
Company, LLC, BethEnergy Mines Inc., Bethlehem Cold Rolled Corporation,
Bethlehem Development Corporation, Bethlehem Rail Corporation, Bethlehem Steel
de Mexico, S.A. de C.V., Bethlehem Steel Export Company of Canada, Limited,
Bethlehem Steel Export Corporation, BethPlan Corporation, Chicago Cold Rolling,
L.L.C., Eagle Nest Inc., Encoat-North Arlington, Inc., Energy Coatings Company,
Greenwood Mining Corporation, HPM Corporation, Kenacre Land Corporation, L I
Service Company, Marmoraton Mining Company, Ltd., Mississippi Coatings Limited
Corporation, Mississippi Coatings Line Corporation, Ohio Steel Service Company,
LLC, and Primeacre Land Corporation.

           1.24 DISCLOSURE STATEMENT means the disclosure statement relating to
the Plan, including, without limitation, all exhibits thereto, as approved by
the Bankruptcy Court pursuant to section 1125 of the Bankruptcy Code.

           1.25 DISPUTED means, with respect to any Claim which has not been
Allowed pursuant to the Plan or a Final Order,


                                       3

           (a) if no proof of claim has been filed by the applicable deadline:
(i) a Claim that has been or hereafter is listed on the Schedules as disputed,
contingent, or unliquidated; or (ii) a Claim that has been or hereafter is
listed on the Schedules as other than disputed, contingent, or unliquidated, but
as to which the Debtors or any other party in interest has interposed an
objection or request for estimation which has not been withdrawn or determined
by a Final Order; or

           (b) if a proof of claim or request for payment of an Administrative
Expense Claim has been filed by the applicable deadline: (i) a Claim for which
no corresponding Claim has been or hereafter is listed on the Schedules; (ii) a
Claim for which a corresponding Claim has been or hereafter is listed on the
Schedules as other than disputed, contingent, or unliquidated, but the nature or
amount of the Claim as asserted in the proof of claim varies from the nature and
amount of such Claim as listed on the Schedules; (iii) a Claim for which a
corresponding Claim has been or hereafter is listed on the Schedules as
disputed, contingent, or unliquidated; (iv) a Claim for which a timely objection
or request for estimation is interposed by the Debtors which has not been
withdrawn or determined by a Final Order; or (v) any Tort Claim.

           1.26 DISTRIBUTION RECORD DATE means the Confirmation Date.

           1.27 EFFECTIVE DATE means a Business Day on or after the Confirmation
Date specified by the Debtors on which (i) no stay of the Confirmation Order is
in effect, and (ii) the conditions to the effectiveness of the Plan specified in
Section 9.2 hereof have been satisfied.

           1.28 EQUITY INTEREST means the interest of any holder of an equity
security of any of the Debtors represented by any issued and outstanding shares
of common or preferred stock or other instrument evidencing a present ownership
interest in any of the Debtors, whether or not transferable, or any option,
warrant, or right, contractual or otherwise, to acquire any such interest.

           1.29 FINAL ORDER means an order or judgment of the Bankruptcy Court
entered by the Clerk of the Bankruptcy Court on the docket in the Chapter 11
Cases which has not been reversed, vacated, or stayed and as to which (i) the
time to appeal, petition for certiorari, or move for a new trial, reargument, or
rehearing has expired and as to which no appeal, petition for certiorari, or
other proceeding for a new trial, reargument, or rehearing shall then be
pending, or (ii) if an appeal, writ of certiorari, new trial, reargument, or
rehearing thereof has been sought, such order or judgment of the Bankruptcy
Court shall have been affirmed by the highest court to which such order was
appealed, or certiorari shall have been denied, or a new trial, reargument, or
rehearing shall have been denied or resulted in no modification of such order,
and the time to take any further appeal, petition for certiorari, or move for a
new trial, reargument, or rehearing shall have expired.

           1.30 GENERAL UNSECURED CLAIM means any Claim against any of the
Debtors that is (i) not an Administrative Expense Claim, Priority Tax Claim,
Other Secured Claim, or Priority Non-Tax Claim, or (ii) otherwise determined by
the Bankruptcy Court to be a General Unsecured Claim.


                                       4

           1.31 INDENTURES means (i) the Indenture, dated as of September 1,
1993, between Bethlehem and HSBC Bank USA, as successor to The Bank of New York,
as trustee, as such Indenture may have been amended or modified, pursuant to
which $105,000,000 of 10-3/8% Senior Notes due 2003 were issued, (ii) the
Indenture, dated as of May 29, 1998, between Lukens Inc., as predecessor to
Bethlehem, and U.S. Bank Trust, National Association, as successor to Morgan
Guaranty Trust Company of New York, as trustee, as such Indenture may have been
amended or modified, pursuant to which $150,000,000 of 7-5/8% Notes due 2004
were issued, (iii) the Indenture, dated as of July 1, 1992, between Lukens Inc.,
as predecessor to Bethlehem, and U.S. Bank Trust, National Association, as
successor to Morgan Guaranty Trust Company of New York, as trustee, as such
Indenture may have been amended or modified, pursuant to which $75,000,000 of
6-1/2% Notes due 2006 were issued, (iv) the Indenture, dated March 1, 1975,
between Bethlehem and Wells Fargo Bank Minnesota, N.A., as successor to
Wilmington Trust Company, as successor to Chemical Bank, as trustee, as such
Indenture may have been amended or modified, pursuant to which $74,000,000 of
8.45% Debentures due March 1, 2005 were issued, (v) the Indenture, dated June 1,
1994, between Baltimore County, Maryland and HSBC Bank USA, as successor to
Meridian Trust Company, as trustee, as such Indenture may have been amended or
modified, pursuant to which $20,810,000 of 7.55% Baltimore County's Pollution
Control Revenue Refunding Bonds Series 1994A were issued, (vi) the Indenture,
dated June 1, 1994, between Baltimore County, Maryland and HSBC Bank USA, as
successor to Meridian Trust Company, as trustee, as such Indenture may have been
amended or modified, pursuant to which $33,015,000 of 7.5% Baltimore County's
Pollution Control Revenue Refunding Bonds Series 1994B were issued, (vii) the
Indenture, dated June 1, 1994, between Northampton County Industrial Development
Authority and HSBC Bank USA, as successor to Meridian Trust Company, as trustee,
as such Indenture may have been amended or modified, pursuant to which
$23,440,000 of 7.55% Northampton County Industrial Development Authority
Pollution Control Revenue Refunding Bonds Series 1994 were issued, (viii) the
Indenture, dated September 1, 1994, between the Cambria County Industrial
Development Authority and HSBC Bank USA, as successor to JP Morgan Chase Bank
(formerly Chemical Bank), as trustee, as such Indenture may have been amended or
modified, pursuant to which $25,500,000 of 7.50% Cambria County Industrial
Development Authority Pollution Control Revenue Refunding Bonds Series 1994 were
issued, and (ix) the Indenture, dated April 1, 1994, between the Town of Burns
Harbor and National City Bank, as successor to Bank One Trust Co., N.A., as
trustee, as such Indenture may have been amended or modified, pursuant to which
$26,180,000 of 8.00% Solid Waste Disposal Facilities Revenue Bonds due April 1,
2024 were issued.

           1.32 INDENTURE TRUSTEES' ACCOUNT means the segregated interest
bearing debtor in possession account which is used solely for the payment of the
respective Indenture Trustees' fees and expenses.

           1.33 INDENTURE TRUSTEES means the trustees under the respective
Indentures, and any successors or predecessors thereto.

           1.34      ISG means International Steel Group Inc.

           1.35 ISG AGREEMENT means that certain Asset Purchase Agreement by and
among ISG, ISG Acquisition Corp., the Debtors, and certain non-Debtor
affiliates, dated as of March 12, 2003, in the form set forth in the Plan
Supplement, as amended by (i) that certain Amendment No. 1, dated April 22,
2003, and (ii) that certain Amendment No. 2, dated May 6, 2003.

                                       5

           1.36 LIQUIDATING TRUST means the liquidating trust described in
Article VI hereof.

           1.37 LIQUIDATING TRUST AGREEMENT means the agreement governing the
Liquidating Trust, dated as of the Effective Date, substantially in the form set
forth in the Plan Supplement.

           1.38 LIQUIDATING TRUST ASSETS means the Consideration Shares, the
Trustee Expense Fund, the Avoidance Actions, the Lukens Trusts Assets, all the
Debtors' rights under the ISG Agreement, such other rights and/or assets as the
Debtors designate from time to time, and the earnings and proceeds therefrom,
including the Avoidance Assets.

           1.39 LIQUIDATING TRUST CLAIMS RESERVE has the meaning assigned to
such term in Section 6.2(m)(ii)(c) hereof.

           1.40 LUKENS TRUSTS means (i) the Lukens Inc. Supplemental Retirement
Trust, Account No. 20-35-002-6902454 pursuant to that certain Trust Agreement
made as of March 26, 1998 between Lukens Inc. and PNC Bank, National
Association, and (ii) the Lukens Inc. Non-Qualified Plan Master Trust II,
Account No. 20-35-002-0988123 pursuant to that certain Trust Agreement made as
of August 31, 1988 between Lukens Inc. and Provident National Bank, a
predecessor of PNC Bank, National Association.

           1.41 LUKENS TRUSTS ASSETS means the assets held by the Lukens Trusts
distributed to Bethlehem in accordance with that certain Stipulation and Order
By and Between PNC Bank, National Association and Bethlehem Steel Corporation
Authorizing Payments of Assets of Lukens Trusts to Bethlehem Steel Corporation,
dated August 26, 2003.

           1.42 OTHER SECURED CLAIM means any Secured Claim against any of the
Debtors that has not been paid in full in Cash out of the proceeds of the sale
of the Debtors' assets to ISG in accordance with the ISG Agreement and/or the
order of the Bankruptcy Court approving same prior to the Confirmation Date.

           1.43 PERSON has the meaning set forth in section 101(41) of the
Bankruptcy Code.

           1.44 PLAN means this chapter 11 plan of liquidation, including the
exhibit hereto, as the same may be amended or modified from time to time in
accordance with the provisions of the Bankruptcy Code and the terms hereof.

           1.45 PLAN SUPPLEMENT means the forms of documents, including the ISG
Agreement and the Liquidating Trust Agreement, in a form reasonably acceptable
to the Committee, effectuating the transactions contemplated by this Plan, which
documents shall be filed with the Clerk of the Bankruptcy Court no later than
ten (10) days prior to the Confirmation Hearing and may be amended prior to the
Confirmation Hearing. Upon its filing with the Bankruptcy Court, the Plan
Supplement may be inspected at the Office of the Clerk of the Bankruptcy Court
during normal court hours. Holders of Claims and Equity Interests may obtain a
copy of the Plan Supplement upon written request to the undersigned counsel.

           1.46 PRIORITY NON-TAX CLAIM means any Claim, other than an
Administrative Expense Claim or a Priority Tax Claim, entitled to priority in
payment as specified in section 507(a)(3), (4), (5), (6), (7), or (9) of the
Bankruptcy Code.


                                       6

           1.47 PRIORITY TAX CLAIM means any Claim of a governmental unit of the
kind entitled to priority in payment as specified in sections 502(i) and
507(a)(8) of the Bankruptcy Code.

           1.48 PRO RATA SHARE means a proportionate share, so that the ratio of
the consideration distributed on account of an Allowed Claim in a Class to the
amount of such Allowed Claim is the same as the ratio of the amount of the
consideration distributed on account of all Allowed Claims in such Class to the
amount of all Allowed Claims in such Class.

           1.49 RETIREES means the Debtors' retired employees, such retired
employees' spouses, and certain of such retired employees' dependents.

           1.50 RETIREES' COMMITTEE means the statutory committee of certain of
the Debtors' retired employees appointed by the Bankruptcy Court in the Chapter
11 Cases pursuant to section 1114(d) of the Bankruptcy Code.

           1.51 SCHEDULES means the schedules of assets and liabilities and the
statements of financial affairs filed by the Debtors under section 521 of the
Bankruptcy Code, Bankruptcy Rule 1007, and the Official Bankruptcy Forms of the
Bankruptcy Rules as such schedules and statements have been or may be
supplemented or amended through the Confirmation Date.

           1.52 SECURED CLAIM means a Claim (i) secured by Collateral, to the
extent of the value of such Collateral (a) as set forth in the Plan, (b) as
agreed to by the holder of such Claim and the Debtors, or (c) as determined by a
Final Order in accordance with section 506(a) of the Bankruptcy Code, or (ii)
secured by the amount of any rights of setoff of the holder thereof under
section 553 of the Bankruptcy Code.

           1.53 TAX CODE means title 26 of the United States Code, as amended
from time to time.

           1.54 TORT CLAIM means any Claim related to personal injury, property
damage, products liability, wrongful death, employment litigation, or other
similar Claims against any of the Debtors which arise out of events which
occurred, in whole or in part, prior to the Commencement Date.

           1.55 TRUSTEE shall have the meaning ascribed to such term in Section
6.2(d) hereof.

           1.56 TRUSTEE EXPENSE FUND means the fund established, held, and
maintained by the Trustee for the purpose of paying the expenses incurred by the
Trustee on and after the Effective Date and any obligations imposed on the
Trustee or the Liquidating Trust pursuant to the Plan, including expenses
relating to the performance of the Trustee's obligations under the Liquidating
Trust Agreement and Section 6.2 hereof; provided, however, that the legal fees,
costs, and expenses incurred in connection with the pursuit of the Avoidance
Actions shall not be paid out of the Trustee Expense Fund. The Debtors initially
shall deposit $4 million into the Trustee Expense Fund on the Effective Date and
may deposit additional funds on or after the Effective Date in an amount the
Debtors determine is reasonably necessary to satisfy the obligations of the
Trustee or the Liquidating Trust pursuant to the Plan or the Liquidating Trust
Agreement.


                                       7

INTERPRETATION; APPLICATION OF DEFINITIONS AND RULES OF CONSTRUCTION.
- ---------------------------------------------------------------------

           The words "herein," "hereof," "hereto," "hereunder," and other words
of similar import refer to the Plan as a whole and not to any particular
section, subsection, or clause contained therein. A term used herein that is not
defined herein shall have the meaning assigned to that term in the Bankruptcy
Code. The rules of construction contained in section 102 of the Bankruptcy Code
shall apply to the Plan. The headings in the Plan are for convenience of
reference only and shall not limit or otherwise affect the provisions hereof.

                                   ARTICLE II.

              ADMINISTRATIVE EXPENSE CLAIMS AND PRIORITY TAX CLAIMS
              -----------------------------------------------------

           2.1 ADMINISTRATIVE EXPENSE CLAIMS. Except to the extent that a holder
of an Allowed Administrative Expense Claim agrees to a different treatment, on
the Effective Date, or as soon thereafter as is reasonably practicable, the
Debtors shall pay to each holder of an Allowed Administrative Expense Claim, in
full satisfaction of such Claim, an amount in Cash equal to the Allowed amount
of such Claim.

           2.2 COMPENSATION AND REIMBURSEMENT CLAIMS. All entities seeking an
award by the Bankruptcy Court of compensation for services rendered or
reimbursement of expenses incurred through and including the Confirmation Date
under sections 327, 328, 330, 331, 503(b)(2), 503(b)(3), 503(b)(4), or 503(b)(5)
of the Bankruptcy Code (i) shall file their respective final applications for
allowance of compensation for services rendered and reimbursement of expenses
incurred by the date that is thirty (30) days after the Confirmation Date, and
(ii) shall be paid in full in such amounts as are allowed by the Bankruptcy
Court (A) upon the date upon which the order relating to any such Administrative
Expense Claim is entered, or (B) upon such other terms as may be mutually agreed
upon between the holder of such an Administrative Expense Claim and the Debtors.

           2.3 PRIORITY TAX CLAIMS. Except to the extent that a holder of an
Allowed Priority Tax Claim agrees to a different treatment, on the Effective
Date, or as soon thereafter as is reasonably practicable, the Debtors shall pay
to each holder of an Allowed Priority Tax Claim, in full satisfaction of such
Claim, an amount in Cash equal to the Allowed amount of such Claim.

           2.4 SPECIAL PROVISIONS REGARDING INDENTURE TRUSTEES' FEES AND
EXPENSES. Any funds remaining in the Indenture Trustees' Account following the
initial payment to the Indenture Trustees of their respective fees and expenses
in connection with the sale of the Debtors' assets to ISG will be available for
payment of fees and expenses incurred subsequent to the closing of the sale of
the Debtors' assets to ISG and will be paid in Cash on the Effective Date, or as
soon thereafter as is reasonably practicable, upon submission of documented
invoices to the Debtors, the Committee, and the United States Trustee, subject
to a review for reasonableness by the Debtors, the United States Trustee, and
designated representatives of the members of the Committee who are not Indenture
Trustees, without the necessity of making application to the Bankruptcy Court.
Subject to Section 6.4 hereof, each Indenture Trustee's charging lien will be
discharged solely upon payment in full of the respective fees and expenses of
the Indenture Trustees and termination of the respective Indenture Trustee's
duties. Nothing herein shall be deemed to impair, waive, or discharge the
Indenture Trustees' respective charging liens for any fees and expenses not paid
from the Indenture Trustees' Account.


                                       8

                                  ARTICLE III.

                  CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS
                  ---------------------------------------------

           The following table designates the Classes of Claims against and
Equity Interests in the Debtors and specifies which of those Classes are (i)
impaired or unimpaired by the Plan, (ii) entitled to vote to accept or reject
the Plan in accordance with section 1126 of the Bankruptcy Code, and (iii)
deemed to reject the Plan:




    ------------------- ------------------------------------------------------------ ------------------ ----------------------------
                                                                                                                 Entitled
          Class                                 Designation                             Impairment                to Vote
          -----                                 -----------                             ----------                -------
                                                                                               
         Class 1                           Other Secured Claims                          Impaired                   Yes
         Class 2                          Priority Non-Tax Claims                        Impaired                   Yes
         Class 3                         General Unsecured Claims                        Impaired                   Yes
         Class 4                             Equity Interests                            Impaired          No (deemed to reject)
    ------------------- ------------------------------------------------------------ ------------------ ----------------------------



           For convenience of identification, the Plan classifies the Allowed
Claims in Class 1 as a single Class. This Class is actually a group of
subclasses, depending on the underlying property securing such Allowed Claims,
and each subclass is treated hereunder as a distinct Class for voting and
distribution purposes.

                                   ARTICLE IV.

                    TREATMENT OF CLAIMS AND EQUITY INTERESTS
                    ----------------------------------------

           4.1 CLASS 1 - OTHER SECURED CLAIMS. On or as soon as reasonably
practicable after the Effective Date, each holder of an Allowed Other Secured
Claim shall receive, at the option of the Debtors, and in full satisfaction of
such Claim, either (i) Cash in an amount equal to one hundred percent (100%) of
the unpaid amount of such Allowed Other Secured Claim, (ii) the proceeds of the
sale or disposition of the Collateral securing such Allowed Other Secured Claim
to the extent of the value of the holder's secured interest in the Allowed Other
Secured Claim, net of the costs of disposition of such Collateral, (iii) the
Collateral securing such Allowed Other Secured Claim, (iv) such treatment that
leaves unaltered the legal, equitable, and contractual rights to which the
holder of such Allowed Other Secured Claim is entitled, or (v) such other
distribution as necessary to satisfy the requirements of the Bankruptcy Code. In
the event the Debtors treat a Claim under clause (i) or (ii) of this Section,
the liens securing such Other Secured Claim shall be deemed released.

           4.2 CLASS 2 - PRIORITY NON-TAX CLAIMS. Except to the extent that a
holder of an Allowed Priority Non-Tax Claim against any of the Debtors agrees to
a different treatment of such Claim, on the Effective Date, or as soon
thereafter as is reasonably practicable, each such holder shall receive, in full
satisfaction of such Claim, an amount in Cash equal to the Allowed amount of
such Claim.


                                       9

           4.3 CLASS 3 - GENERAL UNSECURED CLAIMS. The holders of Allowed
General Unsecured Claims shall receive their Pro Rata Share of the beneficial
interests in the Liquidating Trust.

           4.4 CLASS 4 - EQUITY INTERESTS. On the Effective Date, all Equity
Interests issued by Bethlehem shall be canceled and one new share of Bethlehem's
common stock will be issued to a custodian to be designated by Bethlehem, who
will hold such share for the benefit of the holders of such former Equity
Interests consistent with their former economic entitlements. All Equity
Interests of the other Debtors (with the exception of Bethlehem Steel de Mexico,
S.A. de C.V.) shall be canceled when such Debtors are dissolved or merged out of
existence in accordance with Section 6.5(e) hereof. Each holder of an Equity
Interest shall neither receive nor retain any property or interest in property
on account of such Equity Interest. On or promptly after the Effective Date,
Bethlehem will file with the Securities and Exchange Commission a Form 15 for
the purpose of terminating the registration of any of its publicly traded
securities. All common stock of Bethlehem outstanding after the Effective Date
shall be canceled on the date Bethlehem is dissolved in accordance with Section
6.5(e) hereof.

                                   ARTICLE V.

                       PROVISIONS GOVERNING DISTRIBUTIONS
                       ----------------------------------

           5.1 DISTRIBUTION RECORD DATE. As of the close of business on the
Distribution Record Date, the various transfer registers for each of the Classes
of Claims or Equity Interests as maintained by the Debtors, or their agents,
shall be deemed closed, and there shall be no further changes in the record
holders of any of the Claims or Equity Interests. The Debtors and the Trustee,
as the case may be, shall have no obligation to recognize any transfer of the
Claims or Equity Interests occurring on or after the Distribution Record Date.
The Debtors and the Trustee, as the case may be, shall be entitled to recognize
and deal for all purposes hereunder only with those record holders stated on the
transfer ledgers as of the close of business on the Distribution Record Date, to
the extent applicable.

           5.2       METHOD OF DISTRIBUTIONS UNDER THE PLAN.

           (A) EFFECTIVE DATE PAYMENTS AND TRANSFERS BY THE DEBTORS. On the
Effective Date, or as soon thereafter as is reasonably practicable, the Debtors
shall (i) remit to holders of Allowed Administrative Expense Claims, Allowed
Priority Tax Claims, Allowed Priority Non-Tax Claims, and, if applicable,
Allowed Other Secured Claims an amount in Cash equal to the Allowed amount of
such Claims, and (ii) transfer the Liquidating Trust Assets free and clear of
all liens, claims, and encumbrances to the Liquidating Trust, but subject to any
obligations imposed by the Plan, on behalf of holders of General Unsecured
Claims.

           (B) REPAYMENT OF CASH OR CERTAIN ASSETS TO ISG. If the Debtors
possess any Cash or other assets after (i) transferring the Liquidating Trust
Assets to the Liquidating Trust, including the funding of the Trustee Expense
Fund, (ii) the payment in full of all Allowed Administrative Expense Claims,
Allowed Priority Tax Claims, Allowed Other Secured Claims, and Allowed Priority
Non-Tax Claims, (iii) reimbursing the Retirees who elected and paid for COBRA
coverage commencing April 1, 2003, for their COBRA premiums covering the period
April 1, 2003 through April 14, 2003, and (iv) completing the acts described in
Section 6.5 hereof, the Debtors shall repay such Cash amounts to ISG by wire


                                       10

transfer of immediately available funds to an account designated by ISG and
convey to ISG any other assets (other than (i) the Liquidating Trust Assets, or
(ii) any other asset as directed by ISG, which assets may be abandoned without
further Bankruptcy Court order) by delivering instruments of assignment and
conveyance reasonably satisfactory to ISG. In the event any Cash remains in the
Trustee Expense Fund after all the obligations imposed on the Trustee and the
Liquidating Trust pursuant to the Plan have been satisfied, the Trustee shall
repay such Cash amounts to ISG by wire transfer of immediately available funds
to an account designated by ISG.

           (C) RETURN OF CONSIDERATION SHARES TO ISG. Except to the extent that
ISG otherwise agrees, if the Consideration Shares (or the proceeds of a sale
thereof) are not distributed to the Trustee for the benefit of the holders of
Allowed General Unsecured Claims prior to July 1, 2004, or the Confirmation Date
does not occur prior to July 1, 2004, on July 1, 2004 or the effective date of
an alternative chapter 11 plan, as the case may be, the Debtors shall (i) pay
$15,000,000 to ISG by wire transfer of immediately available funds, or (ii)
deliver the Consideration Shares (or the proceeds of a sale thereof) to ISG.

           (D) DISTRIBUTIONS OF CASH. At the option of the Debtors or the
Trustee, as the case may be, any Cash payment to be made hereunder may be made
by check or wire transfer or as otherwise required or provided in applicable
agreements.

           5.3 DELIVERY OF DISTRIBUTIONS AND UNDELIVERABLE DISTRIBUTIONS.
Subject to Bankruptcy Rule 9010, all distributions to any holder of an Allowed
Claim shall be made at the address of such holder as set forth on the Schedules
filed with the Bankruptcy Court or on the books and records of the Debtors or
their agents or in a letter of transmittal unless the Debtors and/or the
Trustee, as the case may be, have been notified in writing of a change of
address, including, without limitation, by the filing of a proof of claim by
such holder that contains an address for such holder different from the address
reflected on such Schedules for such holder. Any distribution to be made to a
holder of a General Unsecured Claim under any of the Indentures shall be made to
the respective Indenture Trustee to assert its charging lien against such
distributions. The distribution of the Liquidating Trust Assets to any of the
Indenture Trustees shall be deemed a distribution to the respective holder of a
General Unsecured Claim under the respective Indentures. In the event that any
distribution to any holder is returned as undeliverable, no further
distributions to such holder shall be made unless and until the Debtors or the
Trustee, as the case may be, are notified of such holder's then-current address,
at which time all missed distributions shall be made to such holder, without
interest. All demands for undeliverable distributions shall be made on or before
ninety (90) days after the date such undeliverable distribution was initially
made. Thereafter, the amount represented by such undeliverable distribution
shall irrevocably revert to the Debtors or the Liquidating Trust, as the case
may be, and any Claim in respect of such undeliverable distribution shall be
discharged and forever barred from assertion against the Liquidating Trust, the
Debtors, and their property.

           5.4 WITHHOLDING AND REPORTING REQUIREMENTS. In connection with the
Plan and all instruments issued in connection therewith and distributed thereon,
the Debtors and the Trustee, as the case may be, shall comply with all
applicable withholding and reporting requirements imposed by any federal, state,
or local taxing authority, and all distributions under the Plan shall be subject
to any such withholding or reporting requirements.


                                       11

           5.5 TIME BAR TO CASH PAYMENTS. Checks issued by the Debtors or the
Trustee, as the case may be, in respect of Allowed Claims shall be null and void
if not negotiated within sixty (60) days after the date of issuance thereof.
Requests for reissuance of any check shall be made to the Debtors or the
Trustee, as the case may be, by the holder of the Allowed Claim to whom such
check originally was issued. Any Claim in respect of such a voided check shall
be made on or before thirty (30) days after the expiration of the sixty (60) day
period following the date of issuance of such check. Thereafter, the amount
represented by such voided check shall irrevocably revert to the Debtors or the
Liquidating Trust, as the case may be, and any Claim in respect of such voided
check shall be discharged and forever barred from assertion against the
Liquidating Trust, the Debtors, and their property.

           5.6 MINIMUM DISTRIBUTIONS AND FRACTIONAL SHARES. No payment of Cash
less than $10 shall be made by the Trustee to any holder of a General Unsecured
Claim. No fractional shares of Consideration Shares shall be distributed. For
purposes of distribution, fractional shares of Consideration Shares shall be
rounded down to the next whole number or zero, as applicable. Any Liquidating
Trust Assets which are undistributable in accordance with this Section 5.6 or
Section 6.2(k) hereof as of the termination of the Liquidating Trust shall be
distributed to a charitable organization that is exempt from federal income tax
under section 501(c)(3) of the Tax Code and is described in Section 6.2(q)
hereof.

           5.7 SETOFFS. The Debtors and/or the Trustee may, but shall not be
required to, set off against any Claim (for purposes of determining the Allowed
amount of such Claim on which distribution shall be made), any claims of any
nature whatsoever that the Debtors may have against the holder of such Claim,
but neither the failure to do so nor the allowance of any Claim hereunder shall
constitute a waiver or release by the Debtors or the Trustee of any such claim
the Debtors may have against the holder of such Claim.

           5.8 TRANSACTIONS ON BUSINESS DAYS. If the Effective Date or any other
date on which a transaction may occur under the Plan shall occur on a day that
is not a Business Day, the transactions contemplated by the Plan to occur on
such day shall instead occur on the next succeeding Business Day but shall be
deemed to have been completed as of the required date.

           5.9 ALLOCATION OF PLAN DISTRIBUTION BETWEEN PRINCIPAL AND INTEREST.
All distributions in respect of any Allowed Claim shall be allocated first to
the principal amount of such Allowed Claim, as determined for federal income tax
purposes, and thereafter, to the remaining portion of such Claim comprising
interest, if any (but solely to the extent that interest is an allowable portion
of such Allowed Claim).

                                   ARTICLE VI.

               MEANS FOR IMPLEMENTATION AND EXECUTION OF THE PLAN
               --------------------------------------------------

           6.1 SUBSTANTIVE CONSOLIDATION. On the Effective Date, Alliance
Coatings Company, LLC, BethEnergy Mines Inc., Bethlehem Cold Rolled Corporation,
Bethlehem Development Corporation, Bethlehem Rail Corporation, Bethlehem Steel
Export Company of Canada, Limited, Bethlehem Steel Export Corporation, BethPlan
Corporation, Chicago Cold Rolling, L.L.C., Eagle Nest Inc., Encoat-North
Arlington, Inc., Energy Coatings Company, Greenwood Mining Corporation, HPM
Corporation, Kenacre Land Corporation, L I Service Company, Marmoraton Mining


                                       12

Company, Ltd., Mississippi Coatings Limited Corporation, Mississippi Coatings
Line Corporation, Ohio Steel Service Company, LLC, and Primeacre Land
Corporation, and their respective estates, shall be deemed merged into
Bethlehem, and (i) all assets and all liabilities of such Debtors shall be
deemed merged into Bethlehem, (ii) all guaranties of any Debtor of the payment,
performance, or collection of obligations of another Debtor shall be eliminated
and canceled, (iii) any obligation of any Debtor and all guaranties thereof
executed by one or more of the other Debtors shall be treated as a single
obligation, and such guaranties shall be deemed a single Claim against the
consolidated Debtors, (iv) all joint obligations of two or more Debtors and all
multiple Claims against such entities on account of such joint obligations shall
be treated and allowed only as a single Claim against the consolidated Debtors,
(v) all Claims between or among the Debtors shall be canceled, and (vi) each
Claim filed in the Chapter 11 Case of any Debtor shall be deemed filed against
the consolidated Debtors and a single obligation of the consolidated Debtors on
and after the Effective Date.

           6.2       THE LIQUIDATING TRUST.

           (A) EXECUTION OF LIQUIDATING TRUST AGREEMENT. On the Effective Date,
the Liquidating Trust Agreement, in a form reasonably acceptable to the
Committee, shall be executed, and all other necessary steps shall be taken to
establish the Liquidating Trust and the beneficial interests therein, which
shall be for the benefit of the holders of Allowed General Unsecured Claims.
This Section 6.2 sets forth certain of the rights, duties, and obligations of
the Trustee. In the event of any conflict between the terms of this Section 6.2
and the terms of the Liquidating Trust Agreement, the terms of the Liquidating
Trust Agreement shall govern.

           (B) PURPOSE OF LIQUIDATING TRUST. The Liquidating Trust shall be
established for the sole purpose of liquidating and distributing its assets, in
accordance with Treasury Regulation section 301.7701-4(d), with no objective to
continue or engage in the conduct of a trade or business.

           (C) LIQUIDATING TRUST ASSETS. The Liquidating Trust shall consist of
the Liquidating Trust Assets. Any Cash or other property received from third
parties from the prosecution, settlement, or compromise of the Avoidance Actions
shall constitute Liquidating Trust Assets for purposes of distributions under
the Liquidating Trust. On the Effective Date, the Debtors shall transfer all of
the Liquidating Trust Assets to the Liquidating Trust free and clear of all
liens, claims, and encumbrances, except to the extent otherwise provided herein
or in the Liquidating Trust Agreement.

           (D) GOVERNANCE OF LIQUIDATING TRUST. The Liquidating Trust shall be
governed by a trustee or co-trustees, as the case may be (the "Trustee").

           (E) THE TRUSTEE. The Trustee shall be designated on or before the
Effective Date by the Committee with the consent of the Debtors, which consent
shall not be unreasonably withheld. The designation of the Trustee shall be
effective on the Effective Date without the need for a further order of the
Bankruptcy Court.


                                       13

           (F) ROLE OF THE TRUSTEE.

                (i)In furtherance of and consistent with the purpose of the
Liquidating Trust and the Plan, the Trustee shall (A) have the power and
authority to hold, manage, sell, and distribute the Liquidating Trust Assets to
the holders of Allowed General Unsecured Claims, (B) hold the Liquidating Trust
Assets for the benefit of the holders of Allowed General Unsecured Claims, (C)
have the power and authority to hold, manage, sell, and distribute Cash or
non-Cash Liquidating Trust Assets obtained through the exercise of his power and
authority, (D) have the power and authority to prosecute and resolve, in the
names of the Debtors and/or the name of the Trustee, the Avoidance Actions, (E)
have the power and authority to prosecute and resolve objections to Disputed
Claims, (F) have the power and authority to perform such other functions as are
provided in the Plan, and (G) have the power and authority to administer the
closure of the Chapter 11 Cases. The Trustee shall be responsible for all
decisions and duties with respect to the Liquidating Trust and the Liquidating
Trust Assets. In all circumstances, the Trustee shall act in the best interests
of all beneficiaries of the Liquidating Trust and in furtherance of the purpose
of the Liquidating Trust.

                (ii) After the certificates of cancellation, dissolution, or
merger for all the Debtors (with the exception of Bethlehem Steel de Mexico,
S.A. de C.V.) have been filed in accordance with Section 6.5(e) hereof, the
Trustee shall be authorized to exercise all powers regarding the Debtors' tax
matters, including filing tax returns, to the same extent as if the Trustee were
the debtor in possession. The Trustee shall (A) complete and file as soon as
possible, to the extent not previously filed, the Debtors' final federal, state,
and local tax returns, (B) request an expedited determination of any unpaid tax
liability of the Debtors under section 505(b) of the Bankruptcy Code for all tax
periods of the Debtors ending after the Commencement Date through the
liquidation of the Debtors as determined under applicable tax laws, to the
extent not previously requested, and (C) represent the interest and account of
the Debtors before any taxing authority in all matters, including, but not
limited to, any action, suit, proceeding, or audit.

           (G) NONTRANSFERABILITY OF LIQUIDATING TRUST INTERESTS. The beneficial
interests in the Liquidating Trust shall not be certificated and are not
transferable (except as otherwise provided in the Liquidating Trust Agreement).

           (H) CASH. The Trustee may invest Cash (including any earnings thereon
or proceeds therefrom) as permitted by section 345 of the Bankruptcy Code;
provided, however, that such investments are investments permitted to be made by
a liquidating trust within the meaning of Treasury Regulation section
301.7701-4(d), as reflected therein, or under applicable Internal Revenue
Service guidelines, rulings, or other controlling authorities.

           (I) COSTS AND EXPENSES OF THE TRUSTEE. The costs and expenses of the
Liquidating Trust, including the fees and expenses of the Trustee and his
retained professionals (with the exception of those incurred in connection with
the pursuit of the Avoidance Actions), shall be paid first out of the Trustee
Expense Fund and then out of the other Liquidating Trust Assets. Such costs and
expenses shall be considered administrative expenses of the Debtors' estates. In
the event any Cash remains in the Trustee Expense Fund after the obligations of
the Trustee and the Liquidating Trust pursuant to the Plan have been satisfied,
the Trustee shall repay such Cash amounts to ISG in accordance with Section
5.2(c) hereof.


                                       14

           (J) COMPENSATION OF THE TRUSTEE. The Trustee shall be entitled to
reasonable compensation in an amount consistent with that of similar
functionaries in similar types of bankruptcy proceedings.

           (K) DISTRIBUTION OF LIQUIDATING TRUST ASSETS. On December 31 of each
year (beginning with December 31, 2004 if the Effective Date occurs on or after
December 31, 2003), and on any other date determined by the Trustee in his sole
discretion, the Trustee shall distribute from the Liquidating Trust to each
holder of a beneficial interest in the Liquidating Trust such holder's pro rata
share of Cash on hand (including any Cash received from the Debtors on the
Effective Date, and treating as Cash for purposes of this Section 6.2 any
permitted investments under Section 6.2(h) hereof, but in all events, excluding
the Trustee Expense Fund); provided, however, that no payment of Cash less than
$10 shall be made by the Trustee to any holder of a beneficial interest in the
Liquidating Trust; and provided further, however, that prior to making any
distribution to holders of beneficial interests in the Liquidating Trust, the
Trustee may retain such amounts (i) as would be distributable to a holder of a
Disputed Claim if such Disputed Claim had been Allowed prior to the time of such
distribution (but only until such Claim is resolved), (ii) as are reasonably
necessary to meet contingent liabilities and to maintain the value of the
Liquidating Trust Assets during liquidation, (iii) to pay reasonable expenses
(including, but not limited to, any taxes imposed on the Liquidating Trust or in
respect of the Liquidating Trust Assets), and (iv) to satisfy other liabilities
incurred by the Liquidating Trust in accordance with this Plan or the
Liquidating Trust Agreement, taking into account, for purposes of clauses (ii)
through (iv) in this Section 6.2(k), the availability, where applicable, of Cash
already on hand in the Trustee Expense Fund to satisfy such liabilities or
expenses.

           (L) RETENTION OF PROFESSIONALS BY THE TRUSTEE. The Trustee may retain
and reasonably compensate counsel and other professionals to assist in his
duties as Trustee on such terms as the Trustee deems appropriate without
Bankruptcy Court approval. The Trustee may retain any professional who
represented parties in interest in the Chapter 11 Cases.

           (M) FEDERAL INCOME TAX TREATMENT OF LIQUIDATING TRUST.

                (i) LIQUIDATING TRUST ASSETS TREATED AS OWNED BY CREDITORS. For
all federal income tax purposes, all parties (including, without limitation, the
Debtors, the Trustee, and the holders of General Unsecured Claims) shall treat
the transfer of the Liquidating Trust Assets to the Liquidating Trust for the
benefit of the holders of Allowed General Unsecured Claims, whether Allowed on
or after the Effective Date, as (A) a transfer of the Liquidating Trust Assets
directly to the holders of Allowed General Unsecured Claims in satisfaction of
such Claims (other than to the extent allocable to Disputed General Unsecured
Claims) followed by (B) the transfer by such holders to the Liquidating Trust of
the Liquidating Trust Assets in exchange for beneficial interests in the
Liquidating Trust. Accordingly, the holders of such Claims shall be treated for
federal income tax purposes as the grantors and owners of their respective
shares of the Liquidating Trust Assets.


                                       15

                (ii) TAX REPORTING.


                (a) The Trustee shall file returns for the Liquidating Trust as
a grantor trust pursuant to Treasury Regulation section 1.671-4(a) and in
accordance with this Section 6.2(m). The Trustee shall also annually send to
each record holder of a beneficial interest a separate statement setting forth
the holder's share of items of income, gain, loss, deduction, or credit and will
instruct all such holders to report such items on their federal income tax
returns or to forward the appropriate information to the beneficial holders with
instructions to report such items on their federal income tax returns. The
Liquidating Trust's taxable income, gain, loss, deduction, or credit will be
allocated (subject to Section 6.2(m)(ii)(c) hereof, relating to Disputed General
Unsecured Claims) to the holders of Allowed General Unsecured Claims in
accordance with their relative beneficial interests in the Liquidating Trust.


                (b) As soon as possible after the Effective Date, the Trustee
shall make a good faith valuation of the Liquidating Trust Assets. Such
valuation shall be made available from time to time, to the extent relevant, and
used consistently by all parties (including, without limitation, the Debtors,
the Trustee, and the holders of Allowed General Unsecured Claims) for all
federal income tax purposes. The Trustee shall also file (or cause to be filed)
any other statements, returns, or disclosures relating to the Liquidating Trust
that are required by any governmental unit.


                (c) Subject to definitive guidance from the Internal Revenue
Service or a court of competent jurisdiction to the contrary (including the
receipt by the Trustee of a private letter ruling if the Trustee so requests
one, or the receipt of an adverse determination by the Internal Revenue Service
upon audit if not contested by the Trustee), the Trustee shall (i) treat any
Liquidating Trust Assets allocable to, or retained on account of, Disputed
General Unsecured Claims as held by one or more discrete trusts for federal
income tax purposes (the "Liquidating Trust Claims Reserve"), consisting of
separate and independent shares to be established in respect of each Disputed
General Unsecured Claim, in accordance with the trust provisions of the Tax Code
(section 641 et seq.), (ii) treat as taxable income or loss of the Liquidating
Trust Claims Reserve, with respect to any given taxable year, the portion of the
taxable income or loss of the Liquidating Trust that would have been allocated
to the holders of Disputed General Unsecured Claims had such Claims been Allowed
on the Effective Date (but only for the portion of the taxable year with respect
to which such Claims are unresolved), (iii) treat as a distribution from the
Liquidating Trust Claims Reserve any increased amounts distributed by the
Liquidating Trust as a result of any Disputed General Unsecured Claims resolved
earlier in the taxable year, to the extent such distributions relate to taxable
income or loss of the Liquidating Trust Claims Reserve determined in accordance
with the provisions hereof, and (iv) to the extent permitted by applicable law,
report consistent with the foregoing for state and local income tax purposes.
All holders of General Unsecured Claims shall report, for tax purposes,
consistent with the foregoing.


                (d) The Trustee shall be responsible for payments, out of the
Liquidating Trust Assets, of any taxes imposed on the Liquidating Trust or the
Liquidating Trust Assets, including the Liquidating Trust Claims Reserve. In the
event, and to the extent, any Cash retained on account of Disputed General


                                       16

Unsecured Claims in the Liquidating Trust Claims Reserve is insufficient to pay
the portion of any such taxes attributable to the taxable income arising from
the assets allocable to, or retained on account of, Disputed General Unsecured
Claims, such taxes shall be (i) reimbursed from any subsequent Cash amounts
retained on account of Disputed General Unsecured Claims, or (ii) to the extent
such Disputed General Unsecured Claims have subsequently been resolved, deducted
from any amounts distributable by the Trustee as a result of the resolutions of
such Disputed General Unsecured Claims.

                (e) The Trustee may request an expedited determination of taxes
of the Liquidating Trust, including the Liquidating Trust Claims Reserve, under
section 505(b) of the Bankruptcy Code for all returns filed for, or on behalf
of, the Liquidating Trust for all taxable periods through the dissolution of the
Liquidating Trust.

                (N) DISSOLUTION. The Trustee and the Liquidating Trust shall be
discharged or dissolved, as the case may be, at such time as (i) all Disputed
General Unsecured Claims have been resolved, (ii) all Liquidating Trust Assets
have been liquidated, and (iii) all distributions required to be made by the
Trustee under the Plan have been made, but in no event shall the Liquidating
Trust be dissolved later than five (5) years from the Effective Date unless the
Bankruptcy Court, upon motion within the six (6) month period prior to the fifth
(5th) anniversary (and, in the case of any extension, within six (6) months
prior to the end of such extension), determines that a fixed period extension
(not to exceed three (3) years, together with any prior extensions, without a
favorable letter ruling from the Internal Revenue Service that any further
extension would not adversely affect the status of the Liquidating Trust as a
liquidating trust for federal income tax purposes) is necessary to facilitate or
complete the recovery and liquidation of the Liquidating Trust Assets or the
dissolution of the Debtors.

                (O) INDEMNIFICATION OF TRUSTEE. The Trustee or the individuals
comprising the Trustee, as the case may be, and the Trustee's agents and
professionals, shall not be liable for actions taken or omitted in his capacity
as, or on behalf of, the Trustee, except those acts arising out of his or their
own willful misconduct, gross negligence, bad faith, self-dealing, breach of
fiduciary duty, or ultra vires acts, and each shall be entitled to
indemnification and reimbursement for fees and expenses in defending any and all
of his actions or inactions in his capacity as, or on behalf of, the Trustee,
except for any actions or inactions involving willful misconduct, gross
negligence, bad faith, self-dealing, breach of fiduciary duty, or ultra vires
acts. Any indemnification claim of the Trustee (and the other parties entitled
to indemnification under this subsection (o)) shall be satisfied first from the
Trustee Expense Fund and then from the Liquidating Trust Assets. The Trustee
shall be entitled to rely, in good faith, on the advice of his retained
professionals.

                (P) CLOSING OF CHAPTER 11 CASES. When all Disputed Claims filed
against the Debtors have become Allowed Claims or have been disallowed by Final
Order, and all of the Liquidating Trust Assets have been distributed in
accordance with the Plan, the Trustee shall seek authority from the Bankruptcy
Court to close the Chapter 11 Cases in accordance with the Bankruptcy Code and
the Bankruptcy Rules.


                                       17

                (Q) CLOSING OF CHAPTER 11 CASES BY CHARITABLE GIFT. If at any
time the Trustee determines, in reliance upon such professionals as the Trustee
may retain, that the expense of administering the Liquidating Trust so as to
make a final distribution to its beneficiaries is likely to exceed the value of
the assets remaining in the Liquidating Trust, the Trustee shall apply to the
Bankruptcy Court for authority to (i) reserve any amounts necessary to close the
Chapter 11 Cases, (ii) donate any balance to a charitable organization exempt
from federal income tax under section 501(c)(3) of the Tax Code that is
unrelated to Bethlehem, the Liquidating Trust, the Trustee, and, if applicable,
any insider of the Trustee, and (iii) close the Chapter 11 Cases in accordance
with the Bankruptcy Code and Bankruptcy Rules. If the aims or purposes of any
charities satisfying the conditions of clause (ii) above relate to benefiting
the residents of Bethlehem, Pennsylvania, then the Trustee shall choose any
recipients of any donations from among such charities. Notice of such
application shall be given electronically, to the extent practicable, to those
parties who have filed requests for notices and whose electronic addresses
remain current and operating.

           6.3 SECURITIES EXEMPT. The issuance of the beneficial interests in
the Liquidating Trust satisfies the requirements of section 1145 of the
Bankruptcy Code and, therefore, such issuance is exempt from registration under
the Securities Act of 1933, as amended, and any state or local law requiring
registration.

           6.4 CANCELLATION OF EXISTING SECURITIES AND AGREEMENTS. Except for
purposes of evidencing a right to distributions under the Plan or otherwise
provided hereunder, on the Effective Date all the agreements and other documents
evidencing the Claims or rights of any holder of a Claim against the Debtors,
including all indentures and notes evidencing such Claims and any options or
warrants to purchase Equity Interests, or obligating the Debtors to issue,
transfer, or sell Equity Interests or any other capital stock of the Debtors,
shall be canceled; provided, however, that the Indentures shall continue in
effect solely for the purposes of (i) allowing the Indenture Trustees to make
any distributions on account of Allowed General Unsecured Claims in Class 3
pursuant to the Plan and to perform such other necessary administrative
functions with respect thereto, and (ii) permitting the Indenture Trustees to
maintain any rights or liens they may have for fees, costs, and expenses under
the Indentures.

           6.5 DEBTORS' POST-CONFIRMATION ROLE; DISSOLUTION. The Debtors shall
perform each of the following acts as soon as practicable on or after the
Effective Date:

                (A) PAYMENTS AND TRANSFERS. On the Effective Date, or as soon
thereafter as is reasonably practicable, the Debtors shall make payments and
transfers to holders of Allowed Administrative Expense Claims, Allowed Priority
Tax Claims, Allowed Priority Non-Tax Claims, and, if applicable, Allowed Other
Secured Claims in accordance with Section 5.2(a) hereof.

                (B) ADMINISTRATION OF TAXES. Bethlehem shall be responsible for
all tax matters of the Debtors until certificates of cancellation, dissolution,
or merger for all the Debtors (with the exception of Bethlehem Steel de Mexico,
S.A. de C.V.) shall have been filed in accordance with Section 6.5(e) hereof.

                (C) EFFECTIVE DATE PAYMENTS AND TRANSFERS. On the Effective
Date, the Debtors shall make the payments and transfers described in Section
5.2(a) hereof.


                                       18

                (D) CLAIMS ADMINISTRATION AND PROSECUTION AND PLAN
DISTRIBUTIONS. The Debtors shall continue to have the power and authority to
prosecute and resolve objections to Disputed Administrative Expense Claims,
Disputed Priority Tax Claims, Disputed Other Secured Claims, and Disputed
Priority Non-Tax Claims. The Debtors shall also continue to have the power and
authority to hold, manage, and distribute Plan distributions to the holders of
Allowed Administrative Expense Claims, Allowed Priority Tax Claims, Allowed
Other Secured Claims, and Allowed Priority Non-Tax Claims.

                (E) DISSOLUTION. Within thirty (30) days after its completion of
the acts required by the Plan, or as soon thereafter as is practicable, each
Debtor (with the exception of Bethlehem Steel de Mexico, S.A. de C.V.) shall be
deemed dissolved for all purposes without the necessity for any other or further
actions to be taken by or on behalf of each Debtor; provided, however, that each
Debtor (with the exception of Bethlehem Steel de Mexico, S.A. de C.V.) shall
file with the office of the Secretary of State or other appropriate office for
the state of its organization a certificate of cancellation or dissolution, or
alternatively, it may be merged with and into another Debtor and so file an
appropriate certificate of merger.

           6.6 BOOKS AND RECORDS. Upon the Effective Date, Bethlehem shall
transfer and assign to the Liquidating Trust full title to, and the Liquidating
Trust shall be authorized to take possession of, all of the books and records of
the Debtors that were not transferred to ISG. The Liquidating Trust shall have
the responsibility of storing and maintaining books and records transferred
hereunder until one year after the date Bethlehem is dissolved in accordance
with Section 6.5(e) hereof, after which time such books and records may be
abandoned or destroyed without further Bankruptcy Court order. The Debtors shall
cooperate with the Trustee to facilitate the delivery and storage of their books
and records in accordance herewith. The Debtors (as well as their current and
former officers and directors) shall be entitled to reasonable access to any
books and records transferred to the Liquidating Trust for all necessary
corporate purposes, including, without limitation, defending or prosecuting
litigation, determining insurance coverage, filing tax returns, and addressing
personnel matters. For purposes of this Section, books and records include
computer generated or computer maintained books and records and computer data,
as well as electronically generated or maintained books and records or data,
along with books and records of the Debtors maintained by or in possession of
third parties and all of the claims and rights of the Debtors in and to their
books and records, wherever located.

           6.7 CORPORATE ACTION. Upon the Effective Date, the Debtors shall
perform each of the actions and effect each of the transfers required by the
terms of the Plan, in the time period allocated therefor, and all matters
provided for under the Plan that would otherwise require approval of the
stockholders, partners, members, directors, or comparable governing bodies of
the Debtors shall be deemed to have occurred and shall be in effect from and
after the Effective Date pursuant to the applicable general corporation law (or
other applicable governing law) of the states in which the Debtors are
incorporated or organized, without any requirement of further action by the
stockholders, members, or directors (or other governing body) of the Debtors.
Each of the Debtors (with the exception of Bethlehem Steel de Mexico, S.A. de
C.V.) shall be authorized and directed, following the completion of all
disbursements, other transfers, and other actions required of the Debtors by the
Plan, to file its certificate of cancellation, dissolution, or merger as
contemplated by Section 6.5(e) hereof. The filing of such certificates of
cancellation, dissolution, or merger shall be authorized and approved in all
respects without further action under applicable law, regulation, order, or
rule, including, without express or implied limitation, any action by the
stockholders, members, or directors (or other governing body) of the Debtors.


                                       19

           6.8 EFFECTUATING DOCUMENTS AND FURTHER TRANSACTIONS. Each of the
officers of each of the Debtors is authorized and directed to execute, deliver,
file, or record such contracts, instruments, releases, indentures, and other
agreements or documents and take such actions as may be necessary or appropriate
to effectuate and further evidence the terms and conditions of the Plan.

                                  ARTICLE VII.

                         PROCEDURES FOR DISPUTED CLAIMS
                         ------------------------------

           7.1 OBJECTIONS TO CLAIMS. The Debtors shall be entitled to object to
Administrative Expense Claims, Priority Tax Claims, Other Secured Claims,
Priority Non-Tax Claims, and General Unsecured Claims. On and after the
Effective Date, the Trustee shall be entitled to object to General Unsecured
Claims. Any objections to Claims shall be served and filed on or before the
later of (i) one hundred twenty (120) days after the Effective Date, and (ii)
such date as may be fixed by the Bankruptcy Court, whether fixed before or after
the date specified in clause (i) above.

           7.2 NO DISTRIBUTION PENDING ALLOWANCE. Notwithstanding any other
provision hereof, if any portion of a Claim is a Disputed Claim, no payment or
distribution provided hereunder shall be made on account of such Claim unless
and until such Disputed Claim becomes an Allowed Claim (other than the transfer
of the Liquidating Trust Assets to the Liquidating Trust). Until such time, with
respect to General Unsecured Claims, the Trustee shall withhold from the
property to be distributed to holders of beneficial interests in the Liquidating
Trust the portion of such property allocable to Disputed General Unsecured
Claims and shall hold such property in the Liquidating Trust Claims Reserve in
accordance with this Article VII and Section 6.2(m)(ii) hereof. If any Disputed
General Unsecured Claims are disallowed, the Liquidating Trust Assets held in
the Liquidating Trust Claims Reserve shall be released as and to the extent the
Trustee determines such property is no longer necessary to fund unresolved
Disputed General Unsecured Claims, and such Liquidating Trust Assets shall be
distributed in accordance with Section 6.2 hereof. All Tort Claims shall be
deemed Disputed Claims unless and until they are liquidated.

           7.3 RESOLUTION OF DISPUTED CLAIMS. Unless otherwise ordered by the
Bankruptcy Court after notice and a hearing, following the Effective Date, the
Debtors and the Trustee, as the case may be, shall have the right to the
exclusion of all others (except as to applications for allowances of
compensation and reimbursement of expenses under sections 330 and 503 of the
Bankruptcy Code) to make and file objections to Claims and shall serve a copy of
each objection upon the holder of the Claim to which the objection is made as
soon as practicable, but in no event later than one hundred twenty (120) days
after the Effective Date. From and after the Confirmation Date, all objections
shall be litigated to a Final Order except to the extent the Debtors or the
Trustee, as the case may be, elect to withdraw any such objection or the Debtors


                                       20

or the Trustee, as the case may be, and the holder of a Claim elect to
compromise, settle, or otherwise resolve any such objection, in which event they
may settle, compromise, or otherwise resolve any Disputed Claim without approval
of the Bankruptcy Court. In the event any Disputed Administrative Expense
Claims, Disputed Priority Tax Claims, Disputed Other Secured Claims, or Disputed
Priority Non-Tax Claims remain unpaid at least ten (10) days prior to the
Effective Date, the Debtors shall provide the Trustee with a list of all such
Disputed Claims, and the Liquidating Trust shall assume responsibility for the
resolution of such Disputed Claims.

           7.4 ESTIMATION. The Debtors or the Trustee, as the case may be, may
at any time request that the Bankruptcy Court estimate any contingent,
unliquidated, or Disputed Claim pursuant to section 502(c) of the Bankruptcy
Code regardless of whether the Debtors or the Trustee previously objected to
such Claim, and the Bankruptcy Court will retain jurisdiction to estimate any
Claim at any time during litigation concerning any objection to any Claim,
including, without limitation, during the pendency of any appeal relating to any
such objection. In the event that the Bankruptcy Court estimates any contingent,
unliquidated, or Disputed Claim, the amount so estimated shall constitute either
the Allowed amount of such Claim or a maximum limitation on such Claim, as
determined by the Bankruptcy Court. If the estimated amount constitutes a
maximum limitation on the amount of such Claim, the Debtors or the Trustee, as
the case may be, may pursue supplementary proceedings to object to the allowance
of such Claim. All of the aforementioned objection, estimation, and resolution
procedures are intended to be cumulative and not exclusive of one another. On
and after the Confirmation Date, Claims that have been estimated may be
compromised, settled, withdrawn, or otherwise resolved subsequently, without
further order of the Bankruptcy Court.

           7.5 ALLOWANCE OF DISPUTED CLAIMS. If, on or after the Effective Date,
any Disputed Claim becomes, in whole or in part, an Allowed Claim, the Debtors
or the Trustee, as the case may be, shall, no later than the fifteenth (15th)
Business Day of the first month following the month in which the Disputed Claim
becomes an Allowed Claim, distribute to the holder thereof the distributions, if
any, that such holder would have received had its Claim been Allowed on the
Effective Date, except as otherwise provided herein.

           7.6 DIVIDENDS. In the event that dividend distributions have been
made with respect to the Consideration Shares distributable to a holder of a
Disputed Claim that later becomes Allowed, such holder shall be entitled to
receive such previously distributed dividends without any interest with respect
thereto.

                                  ARTICLE VIII.

                    EXECUTORY CONTRACTS AND UNEXPIRED LEASES
                    ----------------------------------------

           8.1 EXECUTORY CONTRACTS AND UNEXPIRED LEASES. On the Effective Date,
all executory contracts and unexpired leases to which any of the Debtors are
parties shall be deemed rejected as of the Effective Date, except for an
executory contract or unexpired lease that (i) has been assumed or rejected
pursuant to Final Order of the Bankruptcy Court entered prior to the Effective
Date or (ii) is the subject of a separate motion to assume or reject filed under
section 365 of the Bankruptcy Code by the Debtors prior to the Effective Date.



                                       21

           8.2 APPROVAL OF REJECTION OF EXECUTORY CONTRACTS AND UNEXPIRED
LEASES. Entry of the Confirmation Order shall constitute the approval, pursuant
to section 365(a) of the Bankruptcy Code, of the rejection of the executory
contracts and unexpired leases rejected as of the Effective Date pursuant to the
Plan.

           8.3 REJECTION CLAIMS. In the event that the rejection of an executory
contract or unexpired lease by any of the Debtors pursuant to the Plan results
in damages to the other party or parties to such contract or lease, a Claim for
such damages, if not heretofore evidenced by a filed proof of claim, shall be
forever barred and shall not be enforceable against the Debtors, the Trustee, or
any property to be distributed under the Plan or the Liquidating Trust unless a
proof of claim is filed with the Bankruptcy Court and served upon the Trustee on
or before the date that is thirty (30) days after the Confirmation Date.

                                   ARTICLE IX.

                            EFFECTIVENESS OF THE PLAN
                            -------------------------

           9.1 CONDITION PRECEDENT TO CONFIRMATION OF PLAN. The following is a
condition precedent to the confirmation of the Plan:

                (A) The Bankruptcy Court shall have entered a Confirmation Order
in form and substance satisfactory to the Debtors.

           9.2 CONDITIONS PRECEDENT TO EFFECTIVE DATE. The following are
conditions precedent to the Effective Date of the Plan:

                (A) No stay of the Confirmation Order shall then be in effect;

                (B) The Liquidating Trust Agreement shall have been executed;
and

                (C) The Debtors shall have sufficient Cash to pay the sum of (i)
Allowed Administrative Expense Claims, Allowed Priority Tax Claims, Allowed
Other Secured Claims, and Allowed Priority Non-Tax Claims, and the Debtors'
professional fees that have not been paid, (ii) an amount that would be required
to distribute to the holders of Disputed Administrative Expense Claims, Disputed
Priority Tax Claims, Disputed Other Secured Claims, and Disputed Priority
Non-Tax Claims if all such Claims are subsequently Allowed, as set forth more
fully in Article VII hereof, and (iii) an amount that would be required to
satisfy all the Debtors' costs and expenses in connection with the Debtors'
obligations under the Plan.

           9.3 SATISFACTION OF CONDITIONS. Any actions required to be taken on
the Effective Date shall take place and shall be deemed to have occurred
simultaneously, and no such action shall be deemed to have occurred prior to the
taking of any other such action. If the Debtors decide, after consultation with
the Committee, that one of the conditions precedent set forth in Section 9.2
hereof cannot be satisfied and the occurrence of such condition is not waived or
cannot be waived, then the Debtors shall file a notice of the failure of the
Effective Date with the Bankruptcy Court.


                                       22

           9.4 EFFECT OF NONOCCURRENCE OF CONDITIONS TO CONSUMMATION. If each of
the conditions to consummation and the occurrence of the Effective Date has not
been satisfied or duly waived on or before the first Business Day that is one
hundred twenty (120) days after the Confirmation Date, or such later date as
shall be agreed by the Debtors and the Committee, the Confirmation Order may be
vacated by the Bankruptcy Court. If the Confirmation Order is vacated pursuant
to this Section, the Plan shall be null and void in all respects, and nothing
contained in the Plan shall constitute a waiver or release of any Claims against
any of the Debtors.

                                   ARTICLE X.

                             EFFECT OF CONFIRMATION
                             ----------------------

           10.1      VESTING OF ASSETS.

                (A) As of the Effective Date, the property of the Estates shall
vest in the Debtors and, in accordance with Article VI hereof and subject to the
exceptions contained therein, the Liquidating Trust Assets shall be transferred
to the Liquidating Trust.

                (B) From and after the Effective Date, the Trustee may dispose
of the assets of the Liquidating Trust free of any restrictions of the
Bankruptcy Code, but in accordance with the provisions of the Plan and the
Liquidating Trust Agreement.

                (C) As of the Effective Date, all assets of the Debtors and the
Liquidating Trust shall be free and clear of all Claims, except as provided in
the Plan or the Confirmation Order.

           10.2 RELEASE OF ASSETS. Until the Effective Date, the Bankruptcy
Court shall retain jurisdiction of the Debtors and their assets and properties.
Thereafter, jurisdiction of the Bankruptcy Court shall be limited to the subject
matter set forth in Article XI hereof.

           10.3 BINDING EFFECT. Except as otherwise provided in section
1141(d)(3) of the Bankruptcy Code, on and after the Confirmation Date, the
provisions of the Plan shall bind any holder of a Claim against, or Equity
Interest in, the Debtors and their respective successors and assigns, whether or
not the Claim or Equity Interest of such holder is impaired under the Plan and
whether or not such holder has accepted the Plan.

           10.4 TERM OF INJUNCTIONS OR STAYS. Unless otherwise expressly
provided herein, all injunctions or stays arising under or entered during the
Chapter 11 Cases under section 105 or 362 of the Bankruptcy Code, or otherwise,
and in existence on the Confirmation Date, shall remain in full force and effect
until the closing of the Chapter 11 Cases.

           10.5 CAUSES OF ACTION. Except as otherwise provided in the Plan, on
and after the Effective Date, the Debtors will have the exclusive right to
enforce any and all Causes of Action against any person other than Avoidance
Actions, and the Trustee will have the exclusive right to enforce any and all
Avoidance Actions against any person. The Debtors may pursue, abandon, settle,
or release any or all Causes of Action, other than Avoidance Actions, as it
deems appropriate, without the need to obtain approval or any other or further


                                       23

relief from the Bankruptcy Court. The Trustee may pursue, abandon, settle, or
release any or all Causes of Action and Avoidance Actions as it deems
appropriate, without the need to obtain approval or any other or further relief
from the Bankruptcy Court. The Debtors may, in their sole discretion, offset any
such claim held against a person, other than Avoidance Actions, against any
payment due such person under the Plan, and the Trustee may, in its sole
discretion, offset any claim with respect to Avoidance Actions held against a
person against any payment due such person under the Plan; provided, however,
that any claims of the Debtors arising before the Commencement Date shall first
be offset against Claims against the Debtors arising before the Commencement
Date.

           10.6 INJUNCTION. On and after the Confirmation Date, all persons are
permanently enjoined from commencing or continuing in any manner any action or
proceeding (whether directly, indirectly, derivatively, or otherwise) on account
of or respecting any claim, debt, right, or cause of action of the Debtors for
which the Debtors or the Liquidating Trust retains sole and exclusive authority
to pursue in accordance with the Plan.

           10.7 INJUNCTION AGAINST INTERFERENCE WITH PLAN. Upon the entry of the
Confirmation Order, all holders of Claims and Equity Interests and other parties
in interest, along with their respective present or former employees, agents,
officers, directors, or principals, shall be enjoined from taking any actions to
interfere with the implementation or consummation of the Plan.

                                   ARTICLE XI.

                            RETENTION OF JURISDICTION
                            -------------------------

           11.1 JURISDICTION OF BANKRUPTCY COURT. The Bankruptcy Court shall
retain jurisdiction of all matters arising under, arising out of, or related to
the Chapter 11 Cases and the Plan pursuant to, and for the purposes of, sections
105(a) and 1142 of the Bankruptcy Code and for, among other things, the
following purposes:

                     (a) To hear and determine motions for the assumption,
           assumption and assignment, or rejection of executory contracts or
           unexpired leases and the allowance of Claims resulting therefrom;

                     (b) To determine any motion, adversary proceeding,
           application, contested matter, and other litigated matter pending on
           or commenced after the Confirmation Date, including, without
           limitation, any proceeding to recover a Cause of Action or Avoidance
           Action;

                     (c) To ensure that distributions to holders of Allowed
           Claims are accomplished as provided herein;

                     (d) To consider Claims or the allowance, classification,
           priority, compromise, estimation, or payment of any Claim;

                     (e) To enter, implement, or enforce such orders as may be
           appropriate in the event the Confirmation Order is for any reason
           stayed, reversed, revoked, modified, or vacated;


                                       24

                     (f) To issue injunctions, enter and implement other orders,
           and take such other actions as may be necessary or appropriate to
           restrain interference by any person with the consummation,
           implementation, or enforcement of the Plan, the Confirmation Order,
           or any other order of the Bankruptcy Court;

                     (g) To hear and determine any application to modify the
           Plan in accordance with section 1127 of the Bankruptcy Code, to
           remedy any defect or omission or reconcile any inconsistency in the
           Plan, the Disclosure Statement, or any order of the Bankruptcy Court,
           including the Confirmation Order, in such a manner as may be
           necessary to carry out the purposes and effects thereof;

                     (h) To hear and determine all applications under sections
           330, 331, and 503(b) of the Bankruptcy Code for awards of
           compensation for services rendered and reimbursement of expenses
           incurred prior to the Confirmation Date;

                     (i) To hear and determine disputes arising in connection
           with the interpretation, implementation, or enforcement of the Plan,
           the Liquidating Trust, the Liquidating Trust Agreement, the
           Confirmation Order, any transactions or payments contemplated hereby,
           or any agreement, instrument, or other document governing or relating
           to any of the foregoing;

                     (j) To take any action and issue such orders as may be
           necessary to construe, enforce, implement, execute, and consummate
           the Plan or to maintain the integrity of the Plan following
           consummation;

                     (k) To recover all assets of the Debtors, property of the
           Estates, and Liquidating Trust Assets, wherever located;

                     (l) To determine such other matters and for such other
           purposes as may be provided in the Confirmation Order;

                     (m) To hear and determine matters concerning state, local,
           and federal taxes in accordance with sections 346, 505, and 1146 of
           the Bankruptcy Code (including, without limitation, matters with
           respect to any taxes payable by a trust or reserve established in
           furtherance of the Plan);

                     (n) To hear and determine any other matters related hereto
           and not inconsistent with the Bankruptcy Code and title 28 of the
           United States Code; and

                     (o) To enter a final decree closing the Chapter 11 Cases.


                                       25

                                  ARTICLE XII.

MISCELLANEOUS PROVISIONS
- ------------------------

           12.1 DISSOLUTION OF COMMITTEE AND RETIREES' COMMITTEE. The Committee
and the Retirees' Committee shall dissolve on the Effective Date, except that
the Committee and its professionals shall have the right to pursue, review, and
object to any applications for compensation and reimbursement of expenses filed
in accordance with Section 2.2 hereof.

           12.2 SUBSTANTIAL CONSUMMATION. On the Effective Date, the Plan shall
be deemed to be substantially consummated under sections 1101 and 1127(b) of the
Bankruptcy Code.

           12.3 EFFECTUATING DOCUMENTS AND FURTHER TRANSACTIONS. Mr. Lonnie
Arnett, the Vice President, Controller, and Chief Accounting Officer of
Bethlehem, and an officer of each of the Debtors, is authorized and directed to
execute, deliver, file, or record such contracts, instruments, releases,
indentures, and other agreements or documents and take such actions as may be
reasonably necessary or appropriate to effectuate and further evidence the terms
and conditions of the Plan and any securities issued pursuant to the Plan.

           12.4 EXEMPTION FROM TRANSFER TAXES. Pursuant to section 1146(c) of
the Bankruptcy Code, the assignment or surrender of any lease or sublease, or
the delivery of any deed or other instrument of transfer under, in furtherance
of, or in connection with the Plan, including any deeds, bills of sale, or
assignments executed in connection with any disposition of assets contemplated
by the Plan (including transfers of assets to and by the Liquidating Trust)
shall not be subject to any stamp, real estate transfer, mortgage recording,
sales, use, or other similar tax.


           12.5 LIMITED RELEASE. As of the Effective Date, the Debtors release
all present and former directors and officers of the Debtors who were directors
and/or officers, respectively, on or after the Commencement Date, and any other
Persons who serve or served as members of management of the Debtors on or after
the Commencement Date, and all post-Commencement Date advisors, consultants, or
professionals of or to the Debtors, the Committee, and the Indenture Trustees
from any and all Causes of Action held by, assertable on behalf of, or
derivative from the Debtors, in any way relating to the Debtors, the Chapter 11
Cases, the Plan, negotiations regarding or concerning the Plan, and the
ownership, management, and operation of the Debtors, except for willful
misconduct, breach of fiduciary duty that results in a personal profit at the
expense of the Debtors' estates, gross negligence, intentional fraud, criminal
conduct, misuse of confidential information that causes damages, and/or ultra
vires acts; provided, however, that the foregoing shall not operate as a waiver
of or release from any Causes of Action arising out of any express contractual
obligation owing by any former director, officer, or employee of the Debtors or
any reimbursement obligation of any former director, officer, or employee with
respect to a loan or advance made by the Debtors to such former director,
officer, or employee; and provided further, however, nothing herein or in the
Confirmation Order shall affect a release of any claim against the parties
released in this Section 12.5 by the United States Government or any of its
agencies or any state and local authority whatsoever, including, without
limitation, any claim arising under the Tax Code, the environmental laws, or any


                                       26

criminal laws of the United States or any state and local authority, nor shall
anything herein or in the Confirmation Order enjoin the United States or any
state or local authority from bringing any claim, suit, action, or other
proceeding against any such person or entity for any liability whatsoever,
including, without limitation, any claim, suit, or action arising under the Tax
Code, the environmental laws, or any criminal laws of the United States or any
state or local authority. Nothing in this Section 12.5 shall limit the liability
of the professionals to their respective clients pursuant to DR 6-102 of the
Code of Professional Responsibility.

           12.6 EXCULPATION. Neither the Debtors, the Trustee, the Committee,
the Indenture Trustees, nor any of their respective members, officers,
directors, employees, advisors, professionals, or agents, shall have or incur
any liability to any holder of a Claim or Equity Interest for any act or
omission in connection with, related to, or arising out of the Chapter 11 Cases,
negotiations regarding or concerning the Plan, the pursuit of confirmation of
the Plan, the consummation of the Plan, or the administration of the Plan or the
property to be distributed under the Plan, except for willful misconduct, gross
negligence, intentional fraud, criminal conduct, misuse of confidential
information that causes damages, and/or ultra vires acts, and, in all respects,
the Debtors, the Trustee, the Committee, the Indenture Trustees, and each of
their respective members, officers, directors, employees, advisors,
professionals, and agents shall be entitled to rely upon the advice of counsel
with respect to their duties and responsibilities under the Plan. Nothing in
this Section 12.6 shall limit the liability of the professionals to their
respective clients pursuant to DR 6-102 of the Code of Professional
Responsibility.

           12.7      POST-CONFIRMATION DATE FEES AND EXPENSES.

                     (A) FEES AND EXPENSES OF PROFESSIONALS. The Debtors shall,
in the ordinary course of business and without the necessity for any
approval by the Bankruptcy Court, pay the reasonable fees and expenses, incurred
after the Confirmation Date, of the professional persons employed by the Debtors
and the Committee in connection with the implementation and consummation of the
Plan, the claims reconciliation process, and any other matters as to which such
professionals may be engaged. After the Effective Date, the Trustee shall, in
the ordinary course of business and without the necessity for any approval by
the Bankruptcy Court, pay the reasonable fees and expenses of the professional
persons employed by the Liquidating Trust in connection with the implementation
and consummation of the Plan, the claims reconciliation process, and any other
matters as to which such professionals may be engaged. The fees and expenses of
such professionals shall be paid within ten (10) Business Days after submission
of a detailed invoice therefor. If the Debtors or the Trustee, as the case may
be, dispute the reasonableness of any such invoice, the Debtors or the Trustee,
as the case may be, shall timely pay the undisputed portion of such invoice, and
the Debtors or the Trustee, as the case may be, or the affected professional may
submit such dispute to the Bankruptcy Court for a determination of the
reasonableness of such invoice.

                (B) FEES AND EXPENSES OF THE TRUSTEE. The fees and expenses of
the Trustee shall be paid in accordance with Section 6.2(i) hereof.

           12.8 PAYMENT OF STATUTORY FEES. On the Effective Date, and thereafter
as may be required, the Debtors shall pay, and after the Effective Date, the
Trustee shall pay solely out of the Trustee Expense Fund, all fees payable
pursuant to section 1930 of chapter 123 of title 28 of the United States Code.


                                       27

           12.9 MODIFICATION OF PLAN. Upon reasonable notice to the Committee,
the Plan may be amended, modified, or supplemented by the Debtors in the manner
provided for by section 1127 of the Bankruptcy Code or as otherwise permitted by
law without additional disclosure pursuant to section 1125 of the Bankruptcy
Code, except as the Bankruptcy Court may otherwise direct. In addition, after
the Confirmation Date, so long as such action does not materially adversely
affect the treatment of holders of Claims or Equity Interests under the Plan,
the Debtors (and as of the Effective Date, the Trustee) may institute
proceedings in the Bankruptcy Court to remedy any defect or omission or
reconcile any inconsistencies in the Plan or the Confirmation Order, with
respect to such matters as may be necessary to carry out the purposes and
effects of the Plan. Prior to the Effective Date, the Debtors may make
appropriate technical adjustments and modifications to the Plan without further
order or approval of the Bankruptcy Court; provided that such technical
adjustments and modifications do not adversely affect in a material way the
treatment of holders of Claims or Equity Interests.

           12.10 REVOCATION OR WITHDRAWAL OF PLAN. The Debtors reserve the right
to revoke or withdraw the Plan at any time prior to the Confirmation Date. If
the Debtors take such action, the Plan shall be deemed null and void. In such
event, nothing contained herein shall be deemed to constitute a waiver or
release of any Claim by or against the Debtors or any other person or to
prejudice in any manner the rights of the Debtors or any other person in any
further proceedings involving the Debtors.

           12.11 COURTS OF COMPETENT JURISDICTION. If the Bankruptcy Court
abstains from exercising, or declines to exercise, jurisdiction or is otherwise
without jurisdiction over any matter arising out of the Plan, such abstention,
refusal, or failure of jurisdiction shall have no effect upon and shall not
control, prohibit, or limit the exercise of jurisdiction by any other court
having competent jurisdiction with respect to such matter.

           12.12 SEVERABILITY. If, prior to the entry of the Confirmation Order,
any term or provision of the Plan is held by the Bankruptcy Court to be invalid,
void, or unenforceable, the Bankruptcy Court, at the request of the Debtors,
shall have the power to alter and interpret such term or provision to make it
valid or enforceable to the maximum extent practicable, consistent with the
original purpose of the term or provision held to be invalid, void, or
unenforceable, and such term or provision shall then be applicable as altered or
interpreted. Notwithstanding any such holding, alteration, or interpretation,
the remainder of the terms and provisions of the Plan will remain in full force
and effect and will in no way be affected, impaired, or invalidated by such
holding, alteration, or interpretation. The Confirmation Order shall constitute
a judicial determination and shall provide that each term and provision of the
Plan, as it may have been altered or interpreted in accordance with the
foregoing, is valid and enforceable pursuant to its terms.

           12.13 GOVERNING LAW. Except to the extent the Bankruptcy Code or
other federal law is applicable, or to the extent the exhibit hereto or a
schedule in the Plan Supplement provides otherwise, the rights, duties, and
obligations arising under the Plan shall be governed by, and construed and
enforced in accordance with, the laws of the State of New York, without giving
effect to the principles of conflicts of law thereof.


                                       28

           12.14 EXHIBIT. The exhibit to the Plan is incorporated into and is a
part of the Plan as if set forth in full herein.

           12.15 SUCCESSORS AND ASSIGNS. All the rights, benefits, and
obligations of any person named or referred to in the Plan shall be binding on,
and shall inure to the benefit of, the heirs, executors, administrators,
successors, and/or assigns of such person.

           12.16 TIME. In computing any period of time prescribed or allowed by
the Plan, unless otherwise set forth herein or determined by the Bankruptcy
Court, the provisions of Bankruptcy Rule 9006 shall apply.

           12.17 NOTICES. All notices, requests, and demands to or upon the
Debtors or the Trustee to be effective shall be in writing (including by
facsimile transmission) and, unless otherwise expressly provided herein, shall
be deemed to have been duly given or made when actually delivered or, in the
case of notice by facsimile transmission, when received and telephonically
confirmed, addressed as follows:

           If to the Debtors, to:

           Bethlehem Steel Corporation
           1 Martin Tower
           Bethlehem, Pennsylvania 18018
           Attn:   William H. Graham, Esq.
                     Kathleen M. Mills, Esq.
           Telephone: (610) 694-6750
           Telecopier: (610) 694-1538

                    -and-

           Weil, Gotshal & Manges LLP
           767 Fifth Avenue
           New York, New York 10153
           Attn:   Jeffrey L. Tanenbaum, Esq.
                   George A. Davis, Esq.
           Telephone: (212) 310-8000
           Telecopier: (212) 310-8007



                                       29

        If to the Trustee, to such entity designated in the Liquidating Trust
Agreement.

Dated:        New York, New York
              October 21, 2003


                          Respectfully submitted,

                            BETHLEHEM STEEL CORPORATION

                            By: /s/ Lonnie A. Arnett
                                ----------------------------------
                                Name:  Lonnie A. Arnett
                                Title: Vice President, Controller,
                                       and Chief Accounting Officer

                            BETHeNERGY MINES INC.
                            BETHLEHEM COLD ROLLED CORPORATION
                            BETHLEHEM DEVELOPMENT CORPORATION
                            BETHLEHEM RAIL CORPORATION
                            BETHLEHEM STEEL DE MEXICO, S.A. DE C.V.
                            BETHLEHEM STEEL EXPORT COMPANY OF CANADA, LIMITED
                            BETHLEHEM STEEL EXPORT CORPORATION
                            BETHpLAN CORPORATION
                            EAGLE NEST INC.
                            ENCOAT-NORTH ARLINGTON, INC.
                            ENERGY COATINGS COMPANY
                            GREENWOOD MINING CORPORATION
                            Hpm CORPORATION
                            KENACRE LAND CORPORATION
                            L I SERVICE COMPANY
                            MARMORATON MINING COMPANY, LTD.
                            MISSISSIPPI COATINGS LIMITED CORPORATION
                            MISSISSIPPI COATINGS LINE CORPORATION
                            PRIMEACRE LAND CORPORATION

                            BY:    BETHLEHEM STEEL CORPORATION, as agent for
                                   each of the foregoing entities

                                      By:   /s/ Lonnie A. Arnett
                                            ------------------------------------
                                            Name: Lonnie A. Arnett
                                            Title: Vice President, Controller,
                                                   and Chief Accounting Officer


                                       30

                            ALLIANCE COATINGS COMPANY, LLC

                            BY:    BETHLEHEM STEEL CORPORATION, its Sole Member

                                      By:   /s/ Lonnie A. Arnett
                                            ------------------------------------
                                      Name: Lonnie A. Arnett
                                            Title: Vice President, Controller,
                                                   and Chief Accounting Officer

                            CHICAGO COLD ROLLING, L.L.C.

                            BY:    BETHLEHEM COLD ROLLED CORPORATION, its Member

                                    By: /s/ Lonnie A. Arnett
                                       -----------------------------------------
                                       Name: Lonnie A. Arnett
                                       Title:   Controller

                            OHIO STEEL SERVICE COMPANY, LLC

                            BY:    BETHLEHEM STEEL CORPORATION, its Sole Member

                                   By: /s/ Lonnie A. Arnett
                                       -----------------------------------------
                                       Name:   Lonnie A. Arnett
                                       Title:  Vice President, Controller, and
                                               Chief Accounting Officer




                                       31

                                   EXHIBIT TO
                             THE PLAN OF LIQUIDATION



                                    EXHIBIT A

                            THE CONSIDERATION SHARES

The ISG Agreement defines Consideration Shares as the number of shares of ISG
Class B Common Stock (the terms of which are set forth below) equal to the
quotient obtained by dividing $15,000,000 by (ii) (x) in the event that ISG
completes a private placement of ISG Class B Common Stock on or prior to the
Closing Date (as defined in the ISG Agreement), the per share price used in such
private placement, or (y) in the event that ISG does not complete such a private
placement on or prior to the Closing Date, $92,500, and any shares of the common
stock, par value $.01 per share, of ISG (the "ISG Common Stock") into which such
shares convert; it being acknowledged that the ISG Class B Common Stock is
convertible into ISG Common Stock and that, if the ISG Class B Common Stock is
so converted while held by the Debtors, such shares of ISG Common Stock so
received shall be deemed to have been received by the Debtors as the
Consideration Shares in lieu of the ISG Class B Common Stock.

Except as specified below, the ISG Class B Common Stock shall be identical in
all respects to the ISG Common Stock and shall constitute, together with the ISG
Common Stock, a single class of stock and shall vote together with the ISG
Common Stock as a single class except as otherwise provided by law. ISG may not
undertake any action of the type set forth within the definition of
Extraordinary Common Stock Event (set forth below) unless the same action is
taken with respect to both the ISG Common Stock and the ISG Class B Common
Stock.

(a) Upon the consummation of a sale of ISG Common Stock by ISG pursuant to a
bona fide underwritten public offering pursuant to an effective registration
statement under the Securities Act of 1933 (an "IPO"), each issued and
outstanding share of ISG Class B Common Stock shall automatically convert into
the number of fully paid and nonassessable shares of ISG Common Stock at the
Conversion Ratio (as hereinafter defined) without any action by the holders
thereof.

The "Conversion Ratio" means (i) $92,500 per share (the "Purchase Price")
divided by (ii) the product of (x) the price per share paid by the public in the
IPO multiplied by (y) 0.7, in any case as the conversion ratio may be adjusted
from time to time in accordance with subsection (b).




(b) Upon the happening of an Extraordinary Common Stock Event (as hereinafter
defined), the Conversion Ratio for the ISG Class B Common Stock shall,
simultaneously with the happening of such Extraordinary Common Stock Event, be
adjusted by dividing the then applicable Purchase Price by a fraction, the
numerator of which shall be the number of shares of ISG Class B Common Stock
outstanding immediately after such Extraordinary Common Stock Event and the
denominator of which shall be the number of shares of ISG Class B Common Stock
outstanding immediately prior to such Extraordinary Common Stock Event, and the
quotient so obtained shall thereafter be deemed the Purchase Price. The
Conversion Ratio for the ISG Class B Common Stock shall be readjusted in the
same manner upon the happening of any successive Extraordinary Common Stock
Event.

"Extraordinary Common Stock Event" means (A) the issuance of additional shares
of ISG Common Stock and ISG Class B Common Stock as a dividend or other
distribution on outstanding ISG Common Stock and ISG Class B Common Stock,
respectively, (B) a stock split or subdivision of outstanding shares of ISG
Common Stock and ISG Class B Common Stock into a greater number of shares of ISG
Common Stock and ISG Class B Common Stock, respectively, (C) a combination or
reverse stock split of outstanding shares of ISG Common Stock and ISG Class B
Common Stock into a smaller number of shares of ISG Common Stock and ISG Class B
Common Stock, respectively, or (D) any similar event.

(c) All issued and outstanding shares of ISG Class B Common Stock shall be
converted automatically into shares of ISG Common Stock as provided in
subsection (a) whether or not the certificates representing such shares of ISG
Class B Common Stock are surrendered to the Company or its transfer agent.

(d) In the event that (i) in connection with the distribution by any holder of
ISG Class B Common Stock of any shares of ISG Class B Common Stock pursuant to a
plan of liquidation or a plan of reorganization, any fractional share of ISG
Class B Common Stock is created and (ii) the IPO shall not have occurred prior
to December 15 of the calendar year in which such distribution occurred, ISG
shall have the right to eliminate such fractional share by purchasing such
fractional share at a price equal to the product of (A) the Purchase Price
(subject to equitable adjustment for any stock dividend or other stock
distribution, stock split or reverse stock split, subdivision, combination, or
similar event) multiplied by (B) the relevant fraction.

(e) In the event that upon the automatic conversion of ISG Class B Common Stock
into ISG Common Stock upon an IPO, any fractional share of ISG Common Stock is
created, the Company shall have the right to eliminate such fractional share at
or about the time of such automatic conversion by purchasing such fractional
share at a price equal to the product of (A) the price per share paid by the
public in the IPO, multiplied by (B) the relevant fraction.

EX-2

EXHIBIT 2.2

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK
	x
In re	:	Chapter 11 Case Nos.
	:
BETHLEHEM STEEL CORPORATION,	:	01-15288 (BRL) through
et al.	:	01-15302, 01-15308
	:	through 01-15315 (BRL)
Debtors.	:	(Jointly Administered)
	:
	x

FINDINGS OF FACT, CONCLUSIONS OF LAW, AND ORDER UNDER

SECTIONS 1129(a) AND (b) OF THE BANKRUPTCY CODE AND RULE 3020

OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE

CONFIRMING DEBTORS’ PLAN OF LIQUIDATION

WHEREAS, Bethlehem Steel Corporation (“Bethlehem”) and its debtor subsidiaries, as debtors and debtors in possession (collectively, the “Debtors”), as “proponents of the plan” within the meaning of section 1129 of title 11, United States Code (the “Bankruptcy Code”), filed the Debtors’ Plan of Liquidation Under Chapter 11 of the Bankruptcy Code, dated September 10, 2003 (such plan, as transmitted to parties in interest being the “Original Plan” and, as subsequently modified, the “Plan”)¹ and the Disclosure Statement for Debtors’ Plan of Liquidation, dated September 10, 2003 (as transmitted to parties in interest, the “Disclosure Statement”); and

¹ Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to such terms in the Plan, a copy of which is annexed hereto as Exhibit “A.” Any term used in the Plan or this Confirmation Order that is not defined in the Plan or this Confirmation Order, but that is used in the Bankruptcy Code or the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), shall have the meaning ascribed to that term in the Bankruptcy Code or the Bankruptcy Rules.

WHEREAS, on September 10, 2003, the Bankruptcy Court entered an order (the “Solicitation Order”) which, among other things, (a) approved the Disclosure Statement under section 1125 of the Bankruptcy Code and Bankruptcy Rule 3017, (b) established October 22, 2003 as the date for the commencement of the hearing to consider confirmation of the Plan (the “Confirmation Hearing”), (c) approved the form and method of notice of the Confirmation Hearing (the “Confirmation Hearing Notice”), and (d) established certain procedures for soliciting and tabulating votes with respect to the Original Plan; and

WHEREAS, the Confirmation Hearing Notice and, (i) as to holders of Claims in Classes 1, 2, and 3 entitled to vote, the Disclosure Statement, the Original Plan, the Solicitation Order, letters recommending acceptance of the Plan from the Debtors and the Committee; and a ballot and return envelope (such ballot and envelope being referred to as a “Ballot”), and (ii) as to holders of Claims in Classes 1, 2, and 3 subject to an objection filed by the Debtors on or before September 19, 2003 (the “Holders of Claims Subject to an Objection”), and holders of Equity Interests in Class 4, the Solicitation Order and a Notice of Non-Voting Status were transmitted as set forth in the Affidavit of Mailing of Herb Baer of Bankruptcy Services LLC, sworn to on September 26, 2003, evidencing the timely service of the Plan, Disclosure Statement, related solicitation materials, and notice of non-voting status (the “Baer Certificate”), and such service is adequate as provided by Bankruptcy Rule 3017(d); and

WHEREAS, the Debtors filed the Certification of Publication of Cathy Zike, sworn to on September 25, 2003, evidencing publication of the Confirmation Hearing Notice on September 23, 2003 in The New York Times and the Certification of

2

Publication of Gregg Palmer, sworn to on September 23, 2003, evidencing publication of the Confirmation Hearing Notice on September 23, 2003 in The Wall Street Journal in accordance with the Solicitation Order (together, the “Publication Certificates”); and

WHEREAS, on October 10, 2003, the Debtors filed the Plan Supplement with respect to the Plan; and

WHEREAS, the Debtors filed the Affidavit of Tirzah Gordon of Bankruptcy Services LLC Regarding the Methodology for the Tabulation of and Results of Voting with Respect to the Disclosure Statement for Debtors’ Plan of Liquidation, sworn to on October 20, 2003 (the “Voting Report), attesting and certifying the method and results of the ballot tabulation for the Classes of Claims (Classes 1, 2, and 3), entitled to vote to accept or reject the Plan; and

WHEREAS, the Office of the United States Trustee for the Southern District of New York, Various Asbestos Personal Liability Claimants, ACE American Insurance Company, Longview Independent School District, and Eric R. Kuhn timely filed and served objections to confirmation of the Plan (the “Objections”); and

WHEREAS, four Objections have been withdrawn or partially resolved on the terms and conditions described on the record of the Confirmation Hearing (collectively, the “Resolved Objections”), and the remaining Objections are overruled on the merits pursuant to this Confirmation Order; and

WHEREAS, on October 21, 2003, the Debtors filed (i) an omnibus response to the Objections (the “Response”), (ii) a memorandum of law in support of confirmation of the Plan (the “Confirmation Memorandum”), and (iii) the Affidavit of

3

Lonnie A. Arnett in Support of Confirmation of Debtors’ Plan of Liquidation (the “Arnett Affidavit”); and

WHEREAS, the Confirmation Hearing was held on October 22, 2003.

NOW, THEREFORE, based upon the Voting Report, the Arnett Affidavit, the Confirmation Memorandum, the Response, the Baer Certificate, and the Publication Certificates; and upon (a) all the evidence proffered or adduced at, memoranda and Objections filed in connection with, and arguments of counsel made at the Confirmation Hearing, and (b) the entire record of these Chapter 11 Cases; and after due deliberation thereon and good cause appearing therefor:

FINDINGS OF FACT AND CONCLUSIONS OF LAW

IT IS HEREBY FOUND AND DETERMINED THAT:²

1. Exclusive Jurisdiction; Venue; Core Proceeding (28 U.S.C. §§ 157(b)(2), 1334(a)). This Bankruptcy Court has jurisdiction over the Chapter 11 Cases pursuant to sections 157 and 1334 of title 28 of the United States Code. Venue is proper pursuant to sections 1408 and 1409 of title 28 of the United States Code. Confirmation of the Plan is a core proceeding pursuant to 28 U.S.C. § 157(b)(2)(L), and this Bankruptcy Court has exclusive jurisdiction to determine whether the Plan complies with the applicable provisions of the Bankruptcy Code and should be confirmed.

2. Judicial Notice. This Bankruptcy Court takes judicial notice of the docket of the Chapter 11 Cases maintained by the Clerk of the Bankruptcy Court and/or its duly-appointed agent, including, without limitation, all pleadings and other documents

² Pursuant to Bankruptcy Rule 7052, findings of fact shall be construed as conclusions of law and conclusions of law shall be construed as findings of fact when appropriate.

4

filed, all orders entered, and evidence and argument made, proffered, or adduced at the hearings held before the Bankruptcy Court during the pendency of the Chapter 11 Cases, including, but not limited to, the hearings to consider the adequacy of the Disclosure Statement.

3. Burden of Proof. The Debtors have the burden of proving the elements of sections 1129(a) and (b) of the Bankruptcy Code by a preponderance of evidence.

4. Transmittal and Mailing of Materials; Notice. The Disclosure Statement, the Original Plan, the Ballots, the Solicitation Order, and the Confirmation Hearing Notice, which were transmitted and served as set forth in the Baer Certificate, shall be deemed to have been transmitted and served in compliance with the Solicitation Order and the Bankruptcy Rules, and such transmittal and service were adequate and sufficient, and no other or further notice is or shall be required.

5. Voting. Votes to accept and reject the Plan have been solicited and tabulated fairly, in good faith, and in a manner consistent with the Bankruptcy Code, the Bankruptcy Rules, the Solicitation Order, and industry practice.

6. Plan Compliance with Bankruptcy Code (11 U.S.C. § 1129(a)(l)). The Plan complies with the applicable provisions of the Bankruptcy Code, thereby satisfying section 1129(a)(l) of the Bankruptcy Code.

(a) Proper Classification (11 U.S.C. §§ 1122, 1123(a)(1)). In addition to Administrative Expense Claims and Priority Tax Claims, which need not be designated, the Plan designates four Classes of Claims and Equity Interests. Each Other Secured Claim shall be deemed to be separately classified in a subclass of Class 1 and shall have

5

all rights associated with separate classification under the Bankruptcy Code. The Claims and Equity Interests placed in each Class are substantially similar to other Claims and Equity Interests, as the case may be, in each such Class. Valid business, factual, and legal reasons exist for separately classifying the various Classes of Claims and Equity Interests created under the Plan, and such Classes do not unfairly discriminate between holders of Claims and Equity Interests. The Plan satisfies sections 1122 and 1123(a)(1) of the Bankruptcy Code.

(b) Specified Unimpaired Classes (11 U.S.C. § 1123(a)(2)). Article III of the Plan specifies that none of the Classes are unimpaired under the Plan, thereby satisfying section 1123(a)(2) of the Bankruptcy Code.

(c) Specified Treatment of Impaired Classes (11 U.S.C. § 1123(a)(3)). Articles III and IV of the Plan designate Classes 1, 2, 3, and 4 as impaired and specify the treatment of Claims and Equity Interests in those Classes, thereby satisfying section 1123(a)(3) of the Bankruptcy Code.

(d) No Discrimination (11 U.S.C. § 1123(a)(4)). The Plan provides for the same treatment by the Debtors for each Claim or Equity Interest in each respective Class unless the holder of a particular Claim or Equity Interest has agreed to a less favorable treatment of such Claim or Equity Interest, thereby satisfying section 1123(a)(4) of the Bankruptcy Code.

(e) Implementation of Plan (11 U.S.C. § 1123(a)(5)). The Plan and the various documents and agreements set forth in the Plan Supplement provide adequate and proper means for the Plan’s implementation, including (i) the deemed consolidation of

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the Debtors, and (ii) the establishment of the Liquidating Trust, thereby satisfying section 1123(a)(5) of the Bankruptcy Code.

(f) Non-Voting Equity Securities (11 U.S.C. § 1123(a)(6)). Section 6.5 of the Plan provides for the dissolution of each Debtor (with the exception of Bethlehem Steel de Mexico, S.A. de C.V.), after the respective Debtor’s completion of the acts required by the Plan, and therefore, section 1123(a)(6) of the Bankruptcy Code is inapplicable in these Chapter 11 Cases.

(g) Designation of Directors (11 U.S.C. § 1123(a)(7)). Section 6.5 of the Plan provides for the dissolution of each Debtor (with the exception of Bethlehem Steel de Mexico, S.A. de C.V., which was sold to ISG), after the respective Debtor’s completion of the acts required by the Plan, and therefore, section 1123(a)(7) of the Bankruptcy Code is inapplicable in these Chapter 11 Cases.

(h) Additional Plan Provisions (11 U.S.C. § 1123(b)). The Plan’s provisions are appropriate and not inconsistent with the applicable provisions of the Bankruptcy Code.

(i) Bankruptcy Rule 3016(a). The Plan is dated and identifies the entities submitting it as proponents, thereby satisfying Bankruptcy Rule 3016(a).

7. Debtors’ Compliance with Bankruptcy Code (11 U.S.C. § 1129(a)(2)). The Debtors have complied with the applicable provisions of the Bankruptcy Code, thereby satisfying section 1129(a)(2) of the Bankruptcy Code. Specifically:

a. The Debtors are proper debtors under section 109 of the Bankruptcy Code.

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b. The Debtors have complied with applicable provisions of the Bankruptcy Code, except as otherwise provided or permitted by orders of the Bankruptcy Court.

c. The Debtors have complied with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, and the Solicitation Order in transmitting the Original Plan, the Disclosure Statement, the Ballots, and related documents and notices and in soliciting and tabulating votes on the Original Plan.

8. Plan Proposed in Good Faith (11 U.S.C. § 1129(a)(3)). The Debtors have proposed the Plan in good faith and not by any means forbidden by law, thereby satisfying section 1129(a)(3) of the Bankruptcy Code. The Debtors’ good faith is evident from the facts and records of these Chapter 11 Cases, the Disclosure Statement and the hearings thereon, and the record of the Confirmation Hearing and other proceedings held in these Chapter 11 Cases. The Plan was proposed with the legitimate and honest purpose of maximizing the value of the Debtors’ estates and to effectuate an orderly liquidation of the Debtors.

9. Payments for Services or Costs and Expenses (11 U.S.C. § 1129(a)(4)). Any payment made or to be made by any of the Debtors for services or for costs and expenses in or in connection with the Chapter 11 Cases, or in connection with the Plan and incident to the Chapter 11 Cases, has been approved by, or is subject to the approval of, the Bankruptcy Court as reasonable, thereby satisfying section 1129(a)(4) of the Bankruptcy Code.

10. Directors, Officers, and Insiders (11 U.S.C. § 1129(a)(5)). The Debtors have complied with section 1129(a)(5) of the Bankruptcy Code. Section 6.5 of the Plan provides for the dissolution of each Debtor (with the exception of Bethlehem Steel de Mexico, S.A. de C.V.), after the respective Debtor’s completion of the acts

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required by the Plan and, therefore, there will be no “reorganized debtor” for any presently existing officer or director to serve. The anticipated nature of the board of directors that will continue to oversee the wind down of the Debtors through the Effective Date as well as any bonuses to be awarded to certain employees who are part of the Debtors’ reduced staff for their work during the final stages of these Chapter 11 Cases have been fully disclosed as set forth in paragraphs 38 through 40 of the Arnett Affidavit.

11. No Rate Changes (11 U.S.C. § 1129(a)(6)). Section 6.5 of the Plan provides for the dissolution of each Debtor (with the exception of Bethlehem Steel de Mexico, S.A. de C.V.), after the respective Debtor’s completion of the acts required by the Plan. Thus, section 1129(a)(6) of the Bankruptcy Code is not applicable in these Chapter 11 Cases.

12. Best Interests of Creditors (11 U.S.C. § 1129(a)(7)). The Plan satisfies section 1129(a)(7) of the Bankruptcy Code. The Disclosure Statement, the Plan Supplement, the Arnett Affidavit, and other evidence proffered or adduced at the Confirmation Hearing (a) are persuasive and credible, (b) have not been controverted by other evidence, and (c) establish that each holder of an impaired Claim or Equity Interest either has accepted the Plan or will receive or retain under the Plan, on account of such Claim or Equity Interest, property of a value, as of the Effective Date, that is not less than the amount that such holder would receive or retain if the Debtors were liquidated under chapter 7 of the Bankruptcy Code on such date.

13. Acceptance by Certain Classes (11 U.S.C. § 1129(a)(8)). Other Secured Claims in Class 1 (each of which is considered to be in a separate subclass of Class 1), Priority Non-Tax Claims in Class 2, and General Unsecured Claims in Class 3

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have voted to accept the Plan in accordance with sections 1126(c) and (d) of the Bankruptcy Code. Equity Interests in Class 4 are not entitled to receive or retain any property under the Plan and, therefore, are deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. Although section 1129(a)(8) has not been satisfied with respect to the deemed rejecting Class 4, the Plan is confirmable because the Plan satisfies section 1129(b) of the Bankruptcy Code with respect to Class 4.

14. Treatment of Administrative and Tax Claims (11 U.S.C. § 1129(a)(9)). The treatment of Administrative Expense Claims and Priority Non-Tax Claims pursuant to Sections 2.1 and 4.2 of the Plan, respectively, satisfies the requirements of sections 1129(a)(9)(A) and (B) of the Bankruptcy Code, and the treatment of Priority Tax Claims pursuant to Section 2.3 of the Plan satisfies the requirements of section 1129(a)(9)(C) of the Bankruptcy Code.

15. Acceptance by Impaired Classes (11 U.S.C. § 1129(a)(10)). At least one Class of Claims against the Debtors that is impaired under the Plan has accepted the Plan, determined without including any acceptance of the Plan by any insider, thus satisfying the requirements of section 1129(a)(10) of the Bankruptcy Code.

16. Feasibility (11 U.S.C. § 1129(a)(11)). The evidence proffered or adduced at the Confirmation Hearing (a) is persuasive and credible, (b) has not been controverted by other evidence, and (c) establishes that the Plan is workable and has a reasonable likelihood of success, thus satisfying the requirements of section 1129(a)(11) of the Bankruptcy Code.

17. Payment of Fees (11 U.S.C. § 1129(a)(12)). All fees payable under section 1930 of title 28, United States Code, as determined by the Bankruptcy Court,

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have been paid or will be paid pursuant to Section 12.8 of the Plan. Pursuant to Section 12.8 of the Plan, after the Effective Date, such fees shall be paid by the Trustee solely out of the Trustee Expense Fund. Thus, Section 12.8 of the Plan satisfies the requirements of section 1129(a)(12) of the Bankruptcy Code.

18. Continuation of Retiree Benefits (11 U.S.C. § 1129(a)(13)). By order dated March 24, 2003, the Bankruptcy Court authorized the Debtors to terminate the Retiree Benefits. Pursuant to such order, the Debtors (i) terminated the Retiree Benefits as of March 31, 2003, (ii) paid no claims for medical services incurred by Retirees subsequent to March 31, 2003, (iii) did not collect contributions for coverage under programs, other than pursuant to the continuation coverage requirements under Section 4980B of the Tax Code and Part 6 of Subtitle B of Title I of ERISA (“COBRA”), applicable to the Retirees for the period subsequent to March 31, 2003, (iv) other than as required by law, made no life insurance payments on behalf of any Retiree who died subsequent to March 31, 2003, (v) paid no amounts on account of Retiree Benefits claims submitted to the appropriate insurance administrator subsequent to May 31, 2003, and (vi) after March 31, 2003, terminated all benefit programs providing the Retiree Benefits. Upon the termination of retiree medical benefits by the Debtors, certain affected individuals became eligible to continue retiree health care through COBRA coverage. At the hearing before the Bankruptcy Court on March 24, 2003 to consider the Debtors’ motion to terminate the Retiree Benefits (the “1114 Motion”), the Debtors agreed to apply any surplus proceeds from the ISG Sale remaining after paying Administrative Expense Claims, Priority Tax Claims, and Priority Non-Tax Claims to reimburse the Retirees who have elected and paid for COBRA coverage commencing April 1, 2003, for

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their COBRA premiums covering the period April 1, 2003 through April 14, 2003, to the extent of such surplus, and if such surplus is not adequate to cover full reimbursement of such claims, then the Retirees shall be reimbursed pro rata based on their COBRA premium amounts subject to the establishment by further order of the Bankruptcy Court of procedures to facilitate the filing and allowance of such claims. The Debtors intend to reimburse eligible Retirees directly without the need for Retirees to file a claim and pay such reimbursement amounts before any distributions are made under the Plan to holders of General Unsecured Claims. Thus, the requirements of section 1129(a)(13) of the Bankruptcy Code are satisfied.

19. Fair and Equitable; No Unfair Discrimination (11 U.S.C. § 1129(b)). Class 4 is deemed to reject the Plan. Based upon the Disclosure Statement, the Confirmation Brief, the Arnett Affidavit, and the evidence proffered, adduced, or presented by the Debtors at the Confirmation Hearing, the Plan does not discriminate unfairly and is fair and equitable with respect to Class 4, as required by section 1129(b)(1) of the Bankruptcy Code. Thus, the Plan may be confirmed notwithstanding the Debtors’ failure to satisfy section 1129(a)(8) of the Bankruptcy Code. Upon confirmation and the occurrence of the Effective Date, the Plan shall be binding upon the members of Class 4.

20. Principal Purpose of the Plan (11 U.S.C. § 1129(d)). The principal purpose of the Plan is not the avoidance of taxes or the avoidance of the application of Section 5 of the Securities Act of 1933.

21. Modifications to the Plan. The modifications to the Original Plan constitute technical changes and do not materially adversely affect or change the

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treatment of any Claims or Equity Interests. Accordingly, pursuant to Bankruptcy Rule 3019, these modifications do not require additional disclosure under section 1125 of the Bankruptcy Code or resolicitation of votes under section 1126 of the Bankruptcy Code, nor do they require that holders of Claims or Equity Interests be afforded an opportunity to change previously cast acceptances or rejections of the Plan.

22. Good Faith Solicitation (11 U.S.C. § 1125(e)). Based on the record before the Bankruptcy Court in these Chapter 11 Cases, the Debtors and their directors, officers, employees, members, agents, advisors, and professionals have acted in “good faith” within the meaning of section 1125(e) of the Bankruptcy Code in compliance with the applicable provisions of the Bankruptcy Code and Bankruptcy Rules in connection with all their respective activities relating to the solicitation of acceptances to the Plan and their participation in the activities described in section 1125 of the Bankruptcy Code, and are entitled to the protections afforded by section 1125(e) of the Bankruptcy Code and the exculpation provisions set forth in Section 12.6 of the Plan.

23. Assumption and Rejection. Article VIII of the Plan governing the assumption and rejection of executory contracts and unexpired leases satisfies the requirements of section 365(b) of the Bankruptcy Code.

24. Substantive Consolidation. No creditor of any of the Debtors will be prejudiced by the substantive consolidation of the Debtors, which will benefit all creditors of the Debtors.

25. Liquidating Trust. The establishment of the Liquidating Trust in accordance with the Liquidating Trust Agreement is approved.

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26. Satisfaction of Confirmation Requirements. The Plan satisfies the requirements for confirmation set forth in section 1129 of the Bankruptcy Code.

27. Retention of Jurisdiction. The Bankruptcy Court may properly retain jurisdiction over the matters set forth in Article XI of the Plan and section 1142 of the Bankruptcy Code.

DECREES

NOW, THEREFORE, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT:

28. Modifications to the Plan. The modifications of the Original Plan, which are incorporated in the Plan, meet the requirements of sections 1127(a) and (c), such modifications do not adversely change the treatment of the Claim of any creditor or Equity Interest of any equity security holder within the meaning of Bankruptcy Rule 3019, and no further solicitation or voting is required.

29. Confirmation. The Plan is approved and confirmed under section 1129 of the Bankruptcy Code. The terms of the Plan and the Plan Supplement are incorporated by reference into and are an integral part of the Plan and this Confirmation Order.

30. Objections. All Objections that have not been withdrawn, waived, or settled, and all reservations of rights pertaining to confirmation of the Plan included therein, are overruled on the merits for the reasons stated on the record of the Confirmation Hearing.

31. Plan Classification Controlling. The classifications of Claims and Equity Interests for purposes of the distributions to be made under the Plan shall be

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governed solely by the terms of the Plan. The classifications set forth on the Ballots tendered to or returned by the Debtors’ creditors in connection with voting on the Plan (a) were set forth on the Ballots solely for purposes of voting to accept or reject the Plan, (b) do not necessarily represent, and in no event shall be deemed to modify or otherwise affect, the actual classification of such Claims and Equity Interests under the Plan for distribution purposes, and (c) shall not be binding on the Debtors.

32. Binding Effect. The Plan and its provisions shall be binding upon the Debtors, the Trustee, any entity acquiring or receiving property or a distribution under the Plan, and any holder of a Claim against or Equity Interest in the Debtors, including all governmental entities, whether or not the Claim or Equity Interest of such holder is impaired under the Plan and whether or not such holder or entity has accepted the Plan.

33. Vesting of Assets. Pursuant to Section 10.1 of the Plan, except as otherwise provided in the Plan, upon the Effective Date all property of the Debtors’ estates shall vest in the Debtors, and in accordance with Article IV of the Plan and subject to the exceptions contained therein and in the Liquidating Trust Agreement, the Liquidating Trust Assets shall be transferred to the Liquidating Trust. From and after the Effective Date, the Trustee may dispose of the Liquidating Trust Assets free of any restrictions of the Bankruptcy Code, but in accordance with the provisions of the Plan and the Liquidating Trust Agreement. As of the Effective Date, all assets of the Debtors and the Liquidating Trust shall be free and clear of all Claims, except as provided in the Plan or this Confirmation Order.

34. Assumption or Rejection of Executory Contracts and Unexpired Leases (11 U.S.C. § 1123(b)(2)). Pursuant to Section 8.1 of the Plan, as of the Effective

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Date, all executory contracts and unexpired leases as to which any of the Debtors are parties are rejected, except for an executory contract or unexpired lease that (i) has been assumed or rejected pursuant to Final Order of the Bankruptcy Court entered prior to the Effective Date, or (ii) is the subject of a separate motion to assume or reject filed under section 365 of the Bankruptcy Code by the Debtors prior to the Effective Date.

35. Bar Date for Rejection Damage Claims. Pursuant to Section 8.3 of the Plan, if the rejection of an executory contract or unexpired lease by any of the Debtors pursuant to Section 8.1 of the Plan results in damages to the other party or parties to such contract or lease, a Claim for such damages, if not heretofore evidenced by a filed proof of claim, shall be forever barred and shall not be enforceable against the Debtors, the Trustee, or any property to be distributed under the Plan or the Liquidating Trust unless a proof of claim is filed with the Bankruptcy Court and served upon the Trustee on or before the date that is thirty (30) days after the Confirmation Date.

36. General Authorizations. Each of the Debtors is authorized to execute, deliver, file, or record such contracts, instruments, releases, and other agreements or documents and take such actions as may be necessary or appropriate to effectuate, implement, and further evidence the terms and conditions of the Plan and any securities issued pursuant to the Plan. The Debtors and their directors, officers, members, agents, and attorneys are authorized and empowered to issue, execute, deliver, file, or record any agreement, document, or security, including, without limitation, the documents contained in the Plan Supplement, as modified, amended, and supplemented, in substantially the form included therein, and to take any action necessary or appropriate to implement, effectuate, and consummate the Plan in accordance with its terms, or take any or all

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corporate actions authorized to be taken pursuant to the Plan, including merger of any of the Debtors and the dissolution of each of the Debtors (with the exception of Bethlehem Steel de Mexico, S.A. de C.V.), and any release, amendment, or restatement of any bylaws, certificates of incorporation, or other organization documents of the Debtors, whether or not specifically referred to in the Plan or the Plan Supplement, without further order of the Court, and any or all such documents shall be accepted by each of the respective state filing offices and recorded in accordance with applicable state law and shall become effective in accordance with their terms and the provisions of state law. Pursuant to Section 6.7 of the Plan, the Debtors are authorized to file certificates of cancellation, dissolution, or merger without further action under applicable law, regulation, order, or rule, including, without express or implied limitation, any action by the stockholders, members, or directors (or other governing body) of the Debtors.

37. Securities Laws Exemption. The offering, issuance, and distribution of the beneficial interests in the Liquidating Trust are exempt from the provisions of section 5 of the Securities Act of 1933, as amended, and any state or local law requiring registration for the offer, issuance, distribution, or sale of a security by reason of section 1145(a) of the Bankruptcy Code. The beneficial interests in the Liquidating Trust shall not be certificated and are not transferable (except as otherwise provided in the Liquidating Trust Agreement).

38. Substantive Consolidation. Subject to the occurrence of the Effective Date, each of the Debtors (with the exception of Bethlehem and Bethlehem Steel de Mexico, S.A. de C.V.) shall be deemed merged into Bethlehem, and (i) all assets and all liabilities of the Debtors shall be deemed merged into Bethlehem, (ii) all guaranties of

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any Debtor of the payment, performance, or collection of obligations of another Debtor shall be eliminated and canceled, (iii) any obligation of any Debtor and all guaranties thereof executed by one or more of the other Debtors shall be treated as a single obligation, and such guaranties shall be deemed a single Claim against the consolidated Debtors, (iv) all joint obligations of two or more Debtors and all multiple Claims against such entities on account of such joint obligations shall be treated and allowed only as a single Claim against the consolidated Debtors, (v) all Claims between or among the Debtors shall be canceled, and (vi) each Claim filed in the Chapter 11 Case of any Debtor shall be deemed filed against the consolidated Debtors and a single obligation of the consolidated Debtors on and after the Effective Date.

39. Plan Supplement. The documents contained in the Plan Supplement and any amendments, modifications, and supplements thereto, and all documents and agreements introduced into evidence by the Debtors at the Confirmation Hearing (including all exhibits and attachments thereto and documents referred to therein), and the execution, delivery, and performance thereof by the Debtors or the Trustee is authorized and approved, including, but not limited to, the Liquidating Trust Agreement. Without need for further order or authorization of the Bankruptcy Court, the Debtors and the Trustee are authorized and empowered to make any and all modifications to any and all documents included as part of the Plan Supplement that do not materially modify the terms of such documents and are consistent with the Plan.

40. Governmental Approvals Not Required. This Confirmation Order shall constitute all approvals and consents required, if any, by the laws, rules, or regulations of any state or any other governmental authority with respect to the

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implementation or consummation of the Plan and any documents, instruments, or agreements, and any amendments or modifications thereto, and any other acts referred to in or contemplated by the Plan, the Disclosure Statement, and any documents, instruments, or agreements, and any amendments or modifications thereto.

41. Exemption from Certain Taxes. Pursuant to section 1146(c) of the Bankruptcy Code, the assignment or surrender of any lease or sublease, or the delivery of any deed or other instrument of transfer under, in furtherance of, or in connection with the Plan, including any deeds, bills of sale, or assignments executed in connection with any disposition of assets contemplated by the Plan (including transfers of assets to and by the Liquidating Trust) shall not be subject to any stamp, real estate transfer, mortgage recording, sales, use, or other similar tax.

42. Effective Date Payments and Transfers by the Debtors. Pursuant to Section 5.2(a) of the Plan, on the Effective Date, or as soon thereafter as is reasonably practicable, the Debtors shall (i) remit to holders of Allowed Administrative Expense Claims, Allowed Priority Tax Claims, Allowed Priority Non-Tax Claims, and, if applicable, Allowed Other Secured Claims an amount in Cash equal to the Allowed amount of such Claims, and (ii) transfer the Liquidating Trust Assets free and clear of all liens, claims, and encumbrances to the Liquidating Trust, but subject to any obligations imposed by the Plan, on behalf of holders of General Unsecured Claims.

43. Repayment of Cash or Certain Assets to ISG. If the Debtors possess any Cash or other assets after (i) transferring the Liquidating Trust Assets to the Liquidating Trust, including the funding of the Trustee Expense Fund, (ii) the payment in full of all Allowed Administrative Expense Claims, Allowed Priority Tax Claims,

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Allowed Other Secured Claims, and Allowed Priority Non-Tax Claims, (iii) reimbursing the Retirees who elected and paid for COBRA coverage commencing April 1, 2003, for their COBRA premiums covering the period April 1, 2003 through April 14, 2003, and (iv) completing the acts described in Section 6.5 of the Plan, the Debtors shall repay such Cash amounts to ISG by wire transfer of immediately available funds to an account designated by ISG and convey to ISG any other assets (other than (i) the Liquidating Trust Assets, or (ii) any other asset as directed by ISG, which assets may be abandoned without further Bankruptcy Court order) by delivering instruments of assignment and conveyance reasonably satisfactory to ISG; provided, however, that the Debtors are authorized, with the consent of the Committee, to make all or a portion of such repayments to ISG from time to time before the conditions in clauses (i) through (iv) of this decretal paragraph have been satisfied so long as in their reasonable business judgment there shall remain after any such repayment(s) sufficient Cash to satisfy all obligations referred to in such clauses. In the event any Cash remains in the Trustee Expense Fund after all the obligations imposed on the Trustee and the Liquidating Trust pursuant to the Plan have been satisfied, the Trustee shall repay such Cash amounts to ISG by wire transfer of immediately available funds to an account designated by ISG.

44. Return of Consideration Shares to ISG. Pursuant to Section 5.2(c) of the Plan, except to the extent that ISG otherwise agrees, if the Consideration Shares (or the proceeds of a sale thereof) are not distributed to the Trustee for the benefit of the holders of Allowed General Unsecured Claims prior to July 1, 2004, on July 1, 2004, the Debtors shall (i) pay $15,000,000 to ISG by wire transfer of immediately available funds, or (ii) deliver the Consideration Shares (or the proceeds of a sale thereof) to ISG.

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45. Role of the Trustee. The Trustee shall (A) have the power and authority to hold, manage, sell, and distribute the Liquidating Trust Assets to the holders of Allowed General Unsecured Claims, (B) hold the Liquidating Trust Assets for the benefit of the holders of Allowed General Unsecured Claims, (C) have the power and authority to hold, manage, sell, and distribute Cash or non-Cash Liquidating Trust Assets obtained through the exercise of his power and authority, (D) have the power and authority to prosecute and resolve, in the names of the Debtors and/or the name of the Trustee, the Avoidance Actions without further order or authority from the Bankruptcy Court, (E) have the power and authority to prosecute and resolve objections to Disputed Claims, (F) have the power and authority to perform such other functions as are provided in the Plan and/or the Liquidating Trust Agreement, and (G) have the power and authority to administer the closure of the Chapter 11 Cases. After the certificates of cancellation, dissolution, or merger for all the Debtors (with the exception of Bethlehem Steel de Mexico, S.A. de C.V.) have been filed in accordance with Section 6.5(e) of the Plan, the Trustee shall be authorized to exercise all powers regarding the Debtors’ tax matters, including filing tax returns, to the same extent as if the Trustee were the debtor in possession. The Trustee shall (A) complete and file as soon as possible, to the extent not previously filed, the Debtors’ final federal, state, and local tax returns, (B) request an expedited determination of any unpaid tax liability of the Debtors under section 505(b) of the Bankruptcy Code for all tax periods of the Debtors ending after the Commencement Date through the liquidation of the Debtors as determined under applicable tax laws, to the extent not previously requested, and (C) represent the interest and account of the

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Debtors before any taxing authority in all matters, including, but not limited to, any action, suit, proceeding, or audit.

46. Books and Records. On the Effective Date, the Debtors shall transfer and assign to the Liquidating Trust full title to, and the Liquidating Trust shall be authorized to take possession of, all the books and records of the Debtors that were not transferred to ISG.

47. Costs and Expenses of the Trustee. The costs and expenses of the Liquidating Trust, including the fees and expenses of the Trustee and his retained professionals (with the exception of those incurred in connection with the pursuit of the Avoidance Actions), shall be paid first out of the Trustee Expense Fund and then out of the other Liquidating Trust Assets. Such costs and expenses shall be considered administrative expenses of the Debtors’ estates. In the event any Cash remains in the Trustee Expense Fund after the obligations of the Trustee and the Liquidating Trust pursuant to the Plan and the Liquidating Trust Agreement have been satisfied, the Trustee shall repay such Cash amounts to ISG in accordance with Section 5.2(c) of the Plan.

48. Causes of Action. Pursuant to Section 10.5 of the Plan, on and after the Effective Date, the Debtors will have the exclusive right to enforce any and all Causes of Action against any person other than Avoidance Actions, and the Trustee will have the exclusive right to enforce any and all Avoidance Actions against any person. The Debtors may pursue, abandon, settle, or release any or all Causes of Action, other than Avoidance Actions, as it deems appropriate, without the need to obtain approval or any other or further relief from the Bankruptcy Court. The Trustee may pursue, abandon, settle, or release any or all Causes of Action and Avoidance Actions as it deems

22

appropriate, without the need to obtain approval or any other or further relief from the Bankruptcy Court. The Debtors may, in their sole discretion, offset any such claim held against a person, other than Avoidance Actions, against any payment due such person under the Plan, and the Trustee may, in his sole discretion, offset any claim with respect to Avoidance Actions held against a person against any payment due such person under the Plan; provided, however, that any claims of the Debtors arising before the Commencement Date shall first be offset against Claims against the Debtors arising before the Commencement Date.

49. ACE Objection. Notwithstanding any other term or provision in the Plan, this Confirmation Order (i) is without prejudice to any of the rights, claims, and/or defenses that ACE American Insurance Company and any other ACE USA-related company (collectively, “ACE”) may have under any of their various insurance policies (collectively, the “Policies”) and applicable law; (ii) confirms that, subject to applicable law, all of the terms, provisions, conditions, limitations, and/or exclusions contained in the Policies shall remain unmodified and in full force and effect; (iii) confirms that nothing in the Plan shall be deemed to create any insurance coverage that does not otherwise exist, if at all, under the terms of the Policies and applicable law, or create any direct right of action against ACE that does not otherwise exist under applicable state law; (iv) confirms that confirmation of the Plan is without prejudice to any of ACE’s rights and/or defenses in any subsequent litigation in which ACE may seek any declaration regarding the nature and/or extent of any insurance coverage under the Policies and applicable law; and (v) confirms that nothing in the Plan shall be construed

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as an acknowledgment that the Policies cover or otherwise apply to any Allowed Claims or that any Allowed Claims are eligible for payment under any of the Policies.

50. Final Fee Applications. Pursuant to Section 2.2 of the Plan, all entities seeking an award by the Bankruptcy Court of compensation for services rendered or reimbursement of expenses incurred through and including the Confirmation Date under sections 327, 328, 330, 331, 503(b)(2), 503(b)(3), 503(b)(4), or 503(b)(5) of the Bankruptcy Code (i) shall file their respective final applications for allowance of compensation for services rendered and reimbursement of expenses incurred (the “Final Fee Applications”) by the date that is thirty (30) days after the Confirmation Date, and (ii) shall be paid in full in such amounts as are allowed by the Bankruptcy Court (A) upon the date upon which the order relating to any such Administrative Expense Claim is entered, or (B) upon such other terms as may be mutually agreed upon between the holder of such an Administrative Expense Claim and the Debtors. The Final Fee Applications shall be served on: (i) Terry Graffis, Vice President, National City Bank, 629 Euclid Avenue, Suite 635, Cleveland, Ohio 44114; (ii) Office of the United States Trustee for the Southern District of New York, 33 Whitehall Street, 21st Floor, New York, New York 10004 (Attn: Tracy Hope Davis, Esq.); (iii) Kathleen Mills, Esq., Deputy General Counsel, Bethlehem Steel Corporation, 1170 Eighth Avenue, Bethlehem, PA 18018-2217; (iv) Kramer Levin Naftalis & Frankel LLP, 919 Third Avenue, New York, New York 10022 (Attn: Thomas M. Mayer, Esq.), (v) Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York 10153 (Attn: George A. Davis, Esq.), and (vi) The Honorable Burton R. Lifland, United States Bankruptcy Court for the Southern District of New York, Alexander Hamilton Custom House, One Bowling Green, New York,

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NY 10004-1408. A hearing on the Final Fee Applications shall be held on December 17, 2003, at 10:00 a.m.

51. The Debtors are authorized to pay in the ordinary course and without the need for Bankruptcy Court approval the reasonable fees and expenses, incurred after the Confirmation Date, of the professional persons employed by the Debtors and the Committee in connection with the implementation and consummation of the Plan, the claims reconciliation process, and any other matters as to which such professionals may be engaged. After the Effective Date, the Trustee shall, in the ordinary course of business and without the necessity for any approval by the Bankruptcy Court, pay the reasonable fees and expenses of the professional persons employed by the Liquidating Trust in connection with the implementation and consummation of the Plan, the claims reconciliation process, and any other matters as to which such professionals may be engaged. The fees and expenses of such professionals shall be paid within ten (10) Business Days after submission of a detailed invoice therefor. If the Debtors or the Trustee, as the case may be, dispute the reasonableness of any such invoice, the Debtors or the Trustee, as the case may be, shall timely pay the undisputed portion of such invoice, and the Debtors or the Trustee, as the case may be, or the affected professional may submit such dispute to the Bankruptcy Court for a determination of the reasonableness of such invoice.

52. Injunction. Pursuant to Section 10.6 of the Plan, on and after the Confirmation Date, all persons are permanently enjoined from commencing or continuing in any manner any action or proceeding (whether directly, indirectly, derivatively, or otherwise) on account of or respecting any claim, debt, right, or cause of action of the

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Debtors for which the Debtors or the Liquidating Trust retains sole and exclusive authority to pursue in accordance with the Plan.

53. Indenture Trustees’ Fees and Expenses. The reasonable fees and expenses of the Indenture Trustees shall be paid in accordance with the procedures established in Section 2.4 of the Plan.

54. Releases, Exculpations, and Injunctions. The release, exculpation, and injunction provisions contained in the Plan are fair and equitable, are given for valuable consideration, and are in the best interests of the Debtors and their chapter 11 estates, and such provisions shall be effective and binding upon all persons and entities.

55. Termination of Injunctions and Automatic Stay. Pursuant to Section 10.4 of the Plan, all injunctions or stays arising under or entered during the Chapter 11 Cases under sections 105 or 362 of the Bankruptcy Code or otherwise, and in existence on the Confirmation Date, shall remain in full force and effect until the closing of the Chapter 11 Cases.

56. Cancellation of Existing Securities and Agreements. Pursuant to Section 6.4 of the Plan, except for purposes of evidencing a right to distributions under the Plan or otherwise provided in the Plan, on the Effective Date all the agreements and other documents evidencing the Claims or rights of any holder of a Claim against the Debtors, including all indentures and notes evidencing such Claims and any options or warrants to purchase Equity Interests, or obligating the Debtors to issue, transfer, or sell Equity Interests or any other capital stock of the Debtors, shall be canceled; provided, however, that the Indentures shall continue in effect solely for the purposes of (i) allowing the Indenture Trustees to make any distributions on account of Allowed General

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Unsecured Claims in Class 3 pursuant to the Plan and to perform such other necessary administrative functions with respect thereto, and (ii) permitting the Indenture Trustees to maintain any rights or liens they may have for fees, costs, and expenses under the Indentures.

57. Nonoccurrence of Effective Date. In the event that the Effective Date does not occur, then (i) the Plan, (ii) the rejection of executory contracts or unexpired leases pursuant to the Plan, (iii) any document or agreement executed pursuant to the Plan, and (iv) any actions, releases, waivers, or injunctions authorized by this Confirmation Order or any order in aid of consummation of the Plan shall be deemed null and void. In such event, nothing contained in this Confirmation Order, any order in aid of consummation of the Plan, or the Plan, and no acts taken in preparation for consummation of the Plan (a) shall be deemed to constitute a waiver or release of any Claims or Equity Interests by or against the Debtors or any other persons or entities, to prejudice in any manner the rights of the Debtors or any person or entity in any further proceedings involving the Debtors or otherwise, or to constitute an admission of any sort by the Debtors or any other persons or entities as to any issue, or (b) shall be construed as a finding of fact or conclusion of law in respect thereof.

58. Notice of Entry of Confirmation Order. On or before the tenth (10th) Business Day following the date of entry of this Confirmation Order, the Debtors shall serve notice of entry of this Confirmation Order pursuant to Bankruptcy Rules 2002(f)(7), 2002(k), and 3020(c) on all creditors and interest holders, the United States Trustee, and other parties in interest, by causing notice of entry of the Confirmation Order (the “Notice of Confirmation”), to be delivered to such parties by first-class mail,

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postage prepaid. The notice described herein is adequate under the particular circumstances and no other or further notice is necessary. The Debtors also shall cause the Notice of Confirmation to be published as promptly as practicable after the entry of this Confirmation Order once in each of The New York Times (National Edition) and The Wall Street Journal (National Edition).

59. Notice of Effective Date. Within five (5) Business Days following the occurrence of the Effective Date, the Trustee shall file the notice of the occurrence of the Effective Date and shall serve a copy of same on the entities set forth in the Debtors’ Master Service List established pursuant to that certain Order Establishing Notice Procedures, dated October 15, 2001.

60. Binding Effect. Pursuant to sections 1123(a) and 1142(a) of the Bankruptcy Code and the provisions of this Confirmation Order, the Plan and the Plan Supplement shall apply and be enforceable notwithstanding any otherwise applicable nonbankruptcy law.

61. Severability. Each term and provision of the Plan, as it may have been altered or interpreted by the Bankruptcy Court in accordance with Section 12.12 of the Plan, is valid and enforceable pursuant to its terms.

62. Conflicts Between Order and Plan. To the extent of any inconsistency between the provisions of the Plan and this Confirmation Order, the terms and conditions contained in this Confirmation Order shall govern. The provisions of this

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Confirmation Order are integrated with each other and are nonseverable and mutually dependent unless expressly stated by further order of this Bankruptcy Court.

Dated: New York, New York

   October 22, 2003

/s/ Burton R. Lifland

UNITED STATES BANKRUPTCY JUDGE

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