Related Party Transactions and Outside Related Director Information

Mittal Steel USA ISG Inc. (ISG.SUB)

4/29/2004 Proxy Information

Wilbur L. Ross, Jr., the Chairman of our board of directors and a director of the company, is the chairman and chief executive officer of WLR, which manages two funds, WLR Recovery Fund L.P. and WLR Recovery Fund II, L.P., that beneficially owned approximately 32.9% of our common stock. These two funds distributed an amount of our shares equal to approximately 25.7% of our common stock to their unaffiliated limited partners and an amount equal to 5.1% of our common stock to WLR, Mr. Ross or entities affiliated with them, though the funds will continue to have voting power over all of the shares until June 9, 2004. Without including those shares distributed to entities not affiliated with WLR or Mr. Ross, Mr. Ross beneficially owned 6,936,788, or 7.1%, of our currently outstanding shares as of March 31, 2004. WLR receives no other compensation from us other than ongoing actual out-of-pocket expenses and certain fees for serving as our financial advisor. WLR acted as our financial advisor in connection with our formation and the acquisition of the Bethlehem assets. We paid WLR a total of $5.9 million in respect of services rendered to us in 2003 in its capacity as our financial advisor and for out-of-pocket expenses.

We believe that all of the transactions in which we have engaged with WLR were on terms at least as favorable to us as we would have expected to receive in comparable transactions with unrelated third parties.

Cleveland-Cliffs Inc. is a beneficial owner of 5.7% of our common stock as of December 31, 2003 and the Chairman and Chief Executive Officer was a director of ISG from ISGs inception until February 2004. The Company has a 15-year supply agreement with Cleveland-Cliffs to purchase all of its iron ore pellet requirements for use in certain of our blast furnaces at prices that are adjusted annually for changes in certain price indices and selling prices for certain steel products. The supply agreement can be extended beyond the initial term with the consent of both parties or can be terminated at the end of the initial term with a two-year advance termination notice. During the year ended December 31, 2003 and for the period ended December 31, 2002, we purchased iron ore pellets for $236.1 million and $119.7 million, respectively, under this agreement. In connection with our acquisition of certain assets of Bethlehem Steel Corporation, we assumed an agreement to sell iron ore pellets to Cleveland-Cliffs that resulted in sales of approximately $20.7 million since the date of acquisition. John S. Brinzo, the chairman and chief executive officer of Cleveland-Cliffs Inc, was a director of ISG from our inception until February 2004.

Georgia Financial LLC, a significant stockholder of ISG, provides mill rolls to us through its affiliate, Park Corporation. Georgia Financial, LLC beneficially owned 9.0% of ISGs common stock as of December 31, 2003. The Park Corporation provided $6.4 million of supplies and services to ISG during 2003. Under the Bethlehem acquisition, we assumed an agreement that resulted in approximately $6.9 million of ingot sales to Park Corporation between the date of acquisition and December 31, 2003. All transactions with the Park Corporation were at market prices. Raymond P. Park, the chairman of Park Corporation, was also a director of ISG until May 2003.

At December 31, 2003, we had a $4.6 million account receivable from Cleveland-Cliffs, a $1.3 million account receivable from Park Corporation, and a $4.0 million account payable to Park Corporation.

Involvement in Certain Legal Proceedings

ISG has grown by acquiring out of bankruptcy the steelmaking assets of, among others, the LTV Steel Company Inc., or LTV, and Bethlehem. On December 29, 2000, LTV and substantially all of its domestic subsidiaries filed separate petitions for reorganization under Chapter 11 of the Code in bankruptcy court, and on October 15, 2001, Bethlehem and 22 of its subsidiaries filed separate petitions for reorganization under Chapter 11 of the Code in bankruptcy court. Many of our employees, including some of our officers, were formerly employed by LTV or Bethlehem at or shortly prior to the time those companies filed for bankruptcy. Executive officers of ISG who served as executive officers of LTV or Bethlehem include Leonard Anthony, our Chief Financial Officer; Lonnie Arnett, our Vice President Chief Accounting Officer and Controller; William A. Brake, Jr., our Vice President General Manager ISG Cleveland, and John Mang, our Vice President General Manager ISG Burns Harbor.