UNITED STATES STEEL CORPORATION EXECUTIVE
MANAGEMENT SUPPLEMENTAL PENSION PROGRAM
Amended Effective December 31, 2005
The purpose of this program is to provide a pension benefit for Executive Management and certainother key managers with respect to compensation paid under the incentive compensation plans maintained by United States Steel Corporation (hereinafter the Corporation), its subsidiaries, and its joint ventures.
An employeeof the Corporation, a Subsidiary Company, United States Steel and Carnegie Pension Fund, or a joint venture is a Member of the United States Steel Corporation Executive Management Supplemental Pension Program (Program) if he is:
|(a)||a member of the Executive Management Group as established from time to time by the United States Steel Corporation Board of Directors, or|
|(b)||a key manager designated by name as a Member under this Program by the Compensation and Organization Committee of the United States Steel Corporation Board of Directors(the Committee).|
Subject to the age 60 consent requirement outlined below, a Member will be eligible to receive the supplementalpension provided under this Program (the Supplemental Pension) if he retires or otherwise terminates employment after completing fifteen years of continuous service. Benefits will not be payable under this Program with respect to aMember who terminates employment prior to age 60 unless the Corporation consents to the termination of employment; provided, however, that such consent is not required for terminations on account of: (a) death, or (b) involuntarytermination, other than for cause.
Subject to the age 60 consent requirement outlined below, the surviving spouse of any Member will be eligible toreceive the supplemental surviving spouse benefit provided under this Program (the Supplemental Surviving Spouse Benefit) if the Member (a) has accrued at least 15 years of continuous service, and (b) either (i) dies priorto retirement, or (ii) dies after retirement under conditions of eligibility for a pension pursuant to the provisions of the United States Steel Corporation Plan for Employee Pension Benefits (Revision of 2003) (the Plan). TheSupplemental Surviving Spouse Benefit will not be payable with respect to a Member who terminates employment prior to age 60 unless the Corporation consents to the termination of employment; provided, however, that such consent is not required forterminations on account of: (a) death, or (b) involuntary termination, other than for cause.
3. Amount of Benefit
The Supplemental Pensionprovided under this Program shall be a monthly amount paid for the life of the Member equal to the product of: (i) the Members Average Earnings, multiplied by (ii) a percentage which shall be equal to the sum of 1.54% for each yearof continuous service and each year of allowed service.
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Except as otherwise provided in this Program, the terms continuous service, allowedservice, surviving spouse and Subsidiary Company as used herein mean continuous service, allowed service, surviving spouse, and subsidiary company as determined under (or, in the case of subsidiary company,as defined in) the United States Steel 1994 Salaried Pension Rules adopted under the Plan. However, the term continuous service for the purpose of determining the amount of the Supplemental Pension and Supplemental Surviving SpouseBenefit under this Program shall exclude the Members continuous service that (i) is creditable under a pension plan adopted by the Corporation, a Subsidiary Company, or a joint venture, if the pension plan includes bonus payments ascreditable earnings for pension purposes, or (ii) occurs following the date the Member was designated by the Committee as no longer covered by this Program for future accruals.
Average Earnings as used herein shall be equal to the total bonuses paid or credited to the Member pursuant to the United States Steel Corporation AnnualIncentive Compensation Plan (and/or under similar incentive plans or under profit sharing plans, if the employing entity has a profit sharing plan rather than an incentive plan) with respect to the three calendar years for which total bonus paymentsor deferrals (or such other payments) were the highest out of the last ten consecutive calendar years immediately prior to the calendar year in which retirement or death occurs (or, if earlier, the date the Member was designated by the Committee asno longer covered by the Program for future accruals) divided by thirty-six. Bonus payments or deferrals (or such other payments) will be considered as having been made for the calendar year in which the applicable services were performed ratherthan for the calendar year in which the bonus payment was actually received. Notwithstanding anything to the contrary contained herein, no benefits payable with respect to a Member shall be based on any bonus paid to such Member after the date hewas designated by the Committee as no longer covered by this Program.
The Average Earnings used in the determination of benefits under thisProgram as of retirement will be recalculated using any bonus payable for the calendar year in which retirement occurs if such bonus produces Average Earnings greater than that determined at retirement.
As of December 31, 2001, (the Effective Date), the determination of Average Earnings used herein also shall take into considerationbonuses paid or credited to the Member after the Effective Date by Marathon Oil Corporation, Marathon Oil Company, Marathon Ashland Petroleum LLC, and Speedway SuperAmerica LLC, and their subsidiaries and successors.
In no event shall the Members monthly Supplemental Pension benefit be less than the Members highest monthly accrued benefit under thisProgram.
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|b.||Supplemental Surviving Spouse Benefit|
TheSurviving Spouse of a Member shall be eligible for a monthly Supplemental Surviving Spouse Benefit under this Program equal to (i) in the case of a Member who dies after retirement, 50% of the Supplemental Pension that was being paid to theMember, or (ii) in the case of a Member who dies while still employed by the Corporation, the actuarial equivalent (to adjust to the life expectancy of the spouse utilizing the 1971 Group Annuity Mortality Tables unisexed on a 9 to 1female-male ratio for the spouse and the PBGC interest rate in effect the first of the month following the date of the Members death) of 100% of the monthly Supplemental Pension that would have been payable to the Member had the Member retiredwith Corporation consent as of the date of his death. In the event that a Member who has completed fifteen years of continuous service dies while still employed by the Corporation and does not leave a Surviving Spouse, an amount equal to the lumpsum distribution which he would have received under this Program had he retired with Corporation consent as of the date of his death shall be payable to his estate in the form of a lump sum distribution. The payment date shall be on or near the lastday of the calendar month following the month in which such death occurred.
4. Form of Benefit and Timing ofDistribution
|a.||Lump Sum Distribution|
Effective January 1,2005, a Member shall receive, upon the Members termination of employment from the Corporation, a lump sum distribution of both the benefits payable to him and the benefits payable to his surviving spouse, if any, under the Program. The termtermination of employment, when used in the context of a condition to payment hereunder, shall mean a separation from service as that term is used under section 409A(a)(2)(A)(i) of the Code. The payment date shall be on ornear the last day of the calendar month following the month in which such termination of employment occurred.
If the Member dies prior toretirement, the Supplemental Surviving Spouse Benefit, if any, shall be paid in a lump sum distribution. The payment date shall be on or near the last day of the calendar month following the month in which such death occurred. Such lump sumdistribution will be determined based upon the life expectancy of the Members surviving spouse.
Any lump sum distribution payable asdescribed above following termination of employment or death shall represent full and final settlement of all benefits provided under the Program. Any lump sum distribution under this Program shall be calculated in the same manner as it would havebeen calculated had it been made under the United States Steel Corporation Plan for Employee Pension Benefits (Revision of 2003). If a Member retires, but dies prior to receiving such lump sum, the lump sum will be paid to the Memberssurviving spouse or to the Members estate if there is no surviving spouse. The payment date shall be on or near the last day of the calendar month following the month in which such death occurred.
|b.||Delay in Payment to Specified Employees|
EffectiveJanuary 1, 2005, in the case of any Member who is determined by the administrator to be a specified employee (as defined in Code section 409A(a)(2)(B)(i) and the regulations thereunder), any amount of such Members lump sumdistribution that is
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considered deferred, for purposes of Code section 409A, in taxable years beginning afterDecember 31, 2004, shall not be distributed as described in section 4.a. above, but rather shall be payable upon the first day following the six (6) month anniversary of the Members termination of employment (or, if earlier, theMembers date of death). For purposes of this Program, a Members entire benefit amount shall be considered deferred in taxable years beginning after December 31, 2004 if the Member had not attained at least age 60 with 15 years ofcontinuous service as of December 31, 2004. During this six-month delay period, simple interest will accrue and be payable on the balance due using the average of the interest rates established under the Pension Benefit Guaranty Corporationregulations to determine the present value of lump sum distributions payable under the Plan during the months included in the six-month delay period.
5. Split Dollar Exchange Option
Effective December 31, 2003, the Split Dollar Exchange Option provisionsoutlined in this Section 5 are eliminated except for coverage in existence under the Program as of December 31, 2003.
The Vice President-Administration,United States Steel and Carnegie Pension Fund, is responsible for the administration of this Program. The administrator shall decide all questions arising out of and relating to the administration of this Program. The decision of the administratorshall be final and conclusive as to all questions of interpretations and application of the Program.
|b.||Amendment or Termination of Program|
TheCorporation reserves the right to make any changes in this Program or to terminate this Program as to any or all groups of employees covered under this Program, but in no event shall such amendment or termination adversely affect the benefitsaccrued hereunder prior to the effective date of such amendment or termination. Any amendment to this Program which changes this Program (including any amendment which increases, reduces or alters the benefits of this Program) or any action whichterminates this Program to any or all groups shall be made by a resolution of the Corporations Board of Directors (or any authorized committee of such Board) adopted in accordance with the bylaws of the Corporation and the corporation law ofthe state of Delaware.
|c.||No Guarantee of Employment|
Neither the creation ofthis Program nor anything contained herein shall be construed as giving an individual hereunder any right to remain in the employ of the Corporation.
No benefits payable under thisProgram shall be subject in any way to alienation, sale, transfer, assignment, pledge, attachment, garnishment, execution, or encumbrance of any kind by operation of law or otherwise. However, this section shall not apply to portions of benefitsapplied to satisfy (i) obligations for the withholding of taxes, or (ii) obligations under a qualified domestic relations order.
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|e.||No Requirement to Fund|
Except to the extentprovided otherwise in this paragraph, benefits provided by this Program shall be paid out of general assets of the Corporation. No provisions in this Program, either directly or indirectly, shall be construed to require the Corporation to reserve,or otherwise set aside, funds for the payment of benefits hereunder.
As of the Effective Date, United States Steel Corporation (and itssubsidiaries and successors) and Marathon Oil Corporation (and its subsidiaries and successors) have assumed liability for a Specified Percentage of the Corporate Part, if any, of each Members accrued benefit under the Program. The termCorporate Part is defined to mean the pro rata portion (based upon continuous service taken into consideration for benefit accrual purposes under the Program) of a Members total accrued benefit under the Program as of the EffectiveDate (as adjusted, if applicable, for increases in compensation in periods after the Effective Date) which is attributable to continuous service performed for the USX Headquarters unit of USX Corporation on or after May 1, 1991 and prior to theEffective Date. The Specified Percentage is thirty-five percent (35%) for United States Steel Corporation and sixty-five percent (65%) for Marathon Oil Corporation.
To the extent not preempted by thelaws of the United States of America, the laws of the Commonwealth of Pennsylvania shall be the controlling state law in all matters relating to this Program.
If any provisions of this Programshall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts of this Program, but this Program shall be construed and enforced as if said illegal or invalid provision had never been includedherein.
|h.||Exclusive Provisions of Program|
The provisionscontained herein constitute the complete and exclusive statement of the terms of this Program. There are no written or oral representations, promises, statements or commitments, other than those expressly set forth herein, with respect to benefitsprovided by this Program. All reliance by any individual concerning the subject matter of this Program shall be solely upon the provisions set forth in this document.
|i.||Code Section 409A|
This Program shall beinterpreted and administered in accordance with Section 409A of the Code and the regulations and interpretations that may be promulgated thereunder.
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