Common use of CONFIDENTIAL TREATMENT REQUESTED BY COMPANHIA SIDERURGICA NACIONAL Clause in Contracts

CONFIDENTIAL TREATMENT REQUESTED BY COMPANHIA SIDERURGICA NACIONAL. 9.4.3 In case the Downstream Merger is not consummated by December 31, 2008, each of CSN and the New Investor undertakes to vote in favor of, and cause to be taken the necessary steps to, effect an upstream merger, rather than Downstream Merger, in which the Company will be merged into the New Investor, so that the New Investor will be the surviving entity ("Upstream Merger"). Upon the consummation of the Upstream Merger as described herein, (i) any reference to Company shall take into consideration the Company as merged into the New Investor and, as a result, this Shareholders’ Agreement will remain in force in respect of the shares issued by the New Investor, as successor of the Company hereunder, and (ii) the Japanese SPC and Posco shall become Parties to this Shareholders’ Agreement, as direct shareholders of the New Investor, provided, however, that the Japanese SPC and Posco shall be considered as one single Party for any and all purposes of this Shareholders’ Agreement. For the avoidance of doubt, upon the Upstream Merger the Japanese SPC and Posco shall, jointly, as one single party, be assignees of the New Investor hereunder. The Upstream Merger shall not in any way result in changes to the current percentage of capital stock of the Company held by each of the Parties.

CONFIDENTIAL TREATMENT REQUESTED BY COMPANHIA SIDERURGICA NACIONAL. 9.4.3 In case 9.4 Notwithstanding anything to the Downstream Merger is not consummated by December 31, 2008contrary provided in Section 9.2 above, each of CSN and the New Investor undertakes to vote in favor of, and cause to be taken the necessary steps to, effect an upstream merger, rather than the downstream merger of the New Investor with and into the Company ("Downstream Merger"), in which the Company will be merged into the surviving entity. The Parties hereby acknowledge and agree that the Downstream Merger shall take place as soon as reasonably practicable, following the date that a notice in this regard is delivered by the New Investor to the Company and CSN. Each of CSN and the New Investor undertakes to cooperate and endeavor its best efforts to consummate the Downstream Merger as soon as reasonably possible following the referred notice from the New Investor, so that the New Investor will be the surviving entity ("Upstream Merger"). Upon the consummation of the Upstream Merger as described hereinDownstream Merger, (i) any reference to Company shall take into consideration the Company as merged into the New Investor and, as a result, this Shareholders’ Agreement will remain in force in respect of the shares issued by the New Investor, as successor of the Company hereunder, and (ii) the Japanese SPC and Posco shall become Parties to this Shareholders’ Agreement, Agreement as direct shareholders successors of the New Investor, provided, however, that the Japanese SPC and Posco shall be considered as one single Party for any and all purposes of this Shareholders’ Agreement. For the avoidance of doubt, upon the Upstream Merger the Japanese SPC and Posco shall, jointly, as one single party, be assignees of the New Investor hereunder. The Upstream Downstream Merger shall not in any way result in changes to the current percentage of capital stock of the Company held by each of the Parties.