ArcelorMittal, a Luxembourg société anonyme (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), $1,000,000,000 principal amount of its 7.000% Notes due 2039 (the “Securities”), having the terms set forth in Schedule 2 hereto. The Securities will be issued pursuant to an Indenture dated as of May 20, 2009 and a Supplemental Indenture to be dated October 8, 2009 (the “Indenture”), each between the Company and HSBC Bank USA, National Association, as trustee (the “Trustee”).

The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 94.327% of the principal amount thereof plus accrued interest, if any, from October 8, 2009 to the date of payment and delivery. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.

The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Underwriters is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information and the Prospectus.

Schedule 3 hereto sets forth information that together with the Preliminary Prospectus used most recently prior to the execution of this Underwriting Agreement, constitute the Time of Sale Information made available at the Time of Sale. The “Time of Sale” with respect to the Securities is defined as 5:00 pm, New York time, on October 1, 2009. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.

Payment for and delivery of the Securities shall be made at the offices of Davis Polk & Wardwell LLP at 10:00 A.M., New York City time, on October 8, 2009 or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriters and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.” The term “business day” means any day other than a Saturday or Sunday or any day on which applicable law authorizes or requires banking institutions in The City of New York, Paris or Luxembourg to close.

Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Underwriters against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Underwriters not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.

The Company and the Underwriters acknowledge and agree that the only information relating to any Underwriter which has been furnished to the Company by any Underwriter expressly for use in the Registration Statement, including the Basic Prospectus included therein, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information consists of the following: the legal and marketing names of the Underwriters on the cover page, in the first paragraph under the heading “Underwriting” and on the back page in the prospectus supplement included in the Preliminary Prospectus and in the prospectus supplement included in the Prospectus; the information contained in the table and in the third, fourth, seventh, eighth, ninth and tenth full paragraphs and in “Other Relationships” under the heading “Underwriting” in the prospectus supplement included in the Preliminary Prospectus and the prospectus supplement included in the Final Prospectus; and the following information in the final Pricing Term Sheet dated October 1, 2009: (i) the Spread to Benchmark Treasury, (ii) Benchmark Treasury and (iii) the Benchmark Treasury Price and Yield.

Notices to the Underwriters shall be given at: Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York 10013, (fax: (212) 816-7912), Attention: General Counsel; Deutsche Bank Securities Inc., 60 Wall Street, New York, New York 10005, (fax: (212) 797-4564), Attention: Capital Markets Legal; and J.P. Morgan Securities Inc., 270 Park Avenue, New York, New York 10017 (fax: (212) 834-6081), Attention: High Grade Syndicate Desk - 8th floor.

All provisions contained in the document entitled ArcelorMittal Debt Securities Underwriting Agreement Standard Provisions are incorporated by reference herein in their entirety and shall be deemed to be a part of this Underwriting Agreement to the same extent as if such provisions had been set forth in full herein, except that if any term defined in such Underwriting Agreement Standard Provisions is otherwise defined herein, the definition set forth herein shall control.

This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument.

If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below.

Underwriter	Principal Amount
Citigroup Global Markets Inc.	$ 333,334,000
Deutsche Bank Securities Inc.	333,333,000
J.P. Morgan Securities Inc.	333,333,000
Total	$ 1,000,000,000

Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York 10013, (fax: (212) 816-7912), Attention: General Counsel

Deutsche Bank Securities Inc., 60 Wall Street, New York, New York 10005, (fax: (212) 797-4564), Attention: Capital Markets Legal

J.P. Morgan Securities Inc., 270 Park Avenue, New York, New York 10017 (fax: (212) 834-6081), Attention: High Grade Syndicate Desk - 8th floor

	Title of Securities:	7.000% Notes due 2039
	Aggregate Principal Amount of Notes:	$1,000,000,000
	Maturity Date:	October 15, 2039
	Interest Rate:	7.000%
	Interest Payment Dates:	April 15 and October 15, commencing April 15, 2010
	Record Dates:	April 1 and October 1
	Redemption Provisions:	Make whole call at Treasury plus 50 basis points Tax redemption
	Change of control:	101%
	Interest adjustment clause:	The interest rate payable on the Notes is subject to adjustment from time to time if the rating assigned to the notes is downgraded (or subsequently upgraded) under certain circumstances

Term sheet containing the terms of the Securities, substantially in the form of Schedule 4

This final term sheet dated October 1, 2009 relates only to the securities described below and should be read together with the preliminary prospectus supplement dated October 1, 2009 and the accompanying prospectus (including the documents incorporated by reference in the Preliminary Prospectus and the accompanying prospectus) (together, the “Preliminary Prospectus”) before making a decision in connection with an investment in the securities. Terms used but not defined herein have the meaning ascribed to them in the Preliminary Prospectus.

Issuer:	ArcelorMittal
Security description:	7.000% Notes due October 15, 2039 (the “Notes”)
Size:	$1,000,000,000
Price:	95.202%, plus accrued interest from October 8, 2009
Maturity:	October 15, 2039, unless earlier redeemed
Interest rate:	7.000% per annum
Yield to Maturity:	7.400%
Benchmark Treasury:	UST 4 ¼ May 2039
Spread to Benchmark Treasury:	345.2 bps
Benchmark Treasury Price and Yield:	Price: 105.8 Yield: 3.948%
Interest payment dates:	April 15 and October 15 of each year, beginning on April 15, 2010
Proceeds to company before expenses:	$943,270,000
Change of control:	101%
Coupon Step-Up:	25 bps per rating under IG (200 bps cap)
Make Whole Spread:	50 bps
Trade date:	October 1, 2009

Settlement:	T+5; October 8, 2009
CUSIP:	03938L AP9
ISIN:	US03938LAP94
Denominations/Multiple:	2,000 x 1,000
Ratings:	The Issuer’s 7.000% Notes due October 15, 2039 are expected to be rated “Baa3” (outlook stable) by Moody’s; “BBB” (outlook negative) by Standard & Poor’s; and “BBB” (outlook negative) by Fitch. Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
Underwriters:	Citigroup Global Markets Inc. Deutsche Bank Securities Inc. J.P. Morgan Securities Inc.
Additional comments:	For the sake of clarity, there is no second tranche.

It is expected that delivery of the Notes will be made against payment therefor on or about October 8, 2009 which will be 5 business days following the date of pricing of the Notes hereof (this settlement cycle being referred to as “T+5”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade at the commencement of trading will be required, by virtue of the fact that the Notes initially will settle in T+5, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisor.

The Issuer has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting IDEA on the SEC web site at www.sec.gov. Alternatively, copies may be obtained from or Citigroup Global Markets Inc., toll free at (877) 858-5407, Deutsche Bank Securities Inc., toll free at (800) 503-4611 or J.P. Morgan Securities Inc., at (212) 834-4533.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.

	Very truly yours,
	ARCELORMITTAL
	By /s/ Henk Scheffer
	Name: Henk Scheffer Title: Company Secretary

	By /s/ Thierry Royer
	Name: Thierry Royer Title: Group Treasurer