February 22, 2002

Ronald J. Werhnyak
15831 South Lakeshore Dr.
Granger, IN 46530

Dear Mr. Werhnyak:

This letter will confirm our mutual agreement that the Employment Agreement
dated as of March 1, 2001 ("Employment Agreement") between you and National
Steel Corporation is hereby amended as follows, effective as of March 1, 2002:

1.   In the first line of Section 1.2, the words "Vice President, General
     Counsel and Secretary" shall be deleted and replaced with the words "Senior
     Vice President, General Counsel and Secretary."

2.   In Section 5.4(a), each reference to the words "1.75 times" shall be
     deleted and replaced with the words "2.00 times."

3.   In Section 5.4(a)(ii)(B), the words "35%" shall be deleted and replaced
     with the words "45%".

Except as herein specifically modified, the terms and conditions of the
Employment Agreement shall remain unchanged and in full force and effect.

If the terms of this letter are acceptable to you, please so signify by signing
in the space provided below.

Sincerely,

NATIONAL STEEL CORPORATION


By:
    -------------------------------------------------
         Hisashi Tanaka
         Chairman and Chief Executive Officer

Accepted and Agreed To:


-----------------------------------------------------
         Ronald J. Werhnyak