THE NORTH AMERICAN COAL CORPORATION
SUPPLEMENTAL RETIREMENT BENEFIT PLAN
(As Amended and Restated effective September 1, 1994)
WHEREAS, The North American Coal Corporation (the
"Company") and NACCO Industries, Inc. ("NACCO"), its parent
corporation, previously established several qualified defined
benefit pension plans; and
WHEREAS, certain provisions of the Internal Revenue
Code of 1986, as amended, place certain limitations on the amount
of benefits that would otherwise be made available under the
pension plans for certain participants; and
WHEREAS, the Company and NACCO desire to provide the
benefits which would otherwise have been payable to such
participants under the pension plans except for such limitations,
in consideration of services performed and to be performed by
such participants for the Company and certain related
corporations; and
WHEREAS, effective as of August 31, 1994, (1) The NACCO
Industries, Inc. $200,000 Cap Plan was merged into and became a
part of The NACCO Industries, Inc. Supplemental Retirement
Benefit Plan (the "Plan"), (2) sponsorship of the merged Plan was
transferred from NACCO to the Company, and (3) the Plan was
renamed as "The North American Coal Corporation Supplemental
Retirement Benefit Plan."
NOW, THEREFORE, the Company hereby amends and restates
the Plan in its entirety to read as follows:
ARTICLE I
PREFACE
SECTION 1.1. Effective Date. The original effective
date of the Plan was January 1, 1983.
SECTION 1.2. Purpose of the Plan. The purpose of this
Plan is to provide additional retirement benefits for certain
management and highly compensated employees of the Company (and
other participating Employers).
SECTION 1.3. Governing Law. This Plan shall be
regulated, construed and administered under the laws of the State
of Ohio, except when preempted by federal law.
2
SECTION 1.4. Gender and Number. For purposes of
interpreting the provisions of this Plan, the masculine gender
shall be deemed to include the feminine, the feminine gender
shall be deemed to include the masculine, and the singular shall
include the plural, unless otherwise clearly required by the
context.
SECTION 1.5. Severability. If any provision of this
Plan or the application thereof to any circumstances(s) or
person(s) is held to be invalid by a court of competent
jurisdiction, the remainder of the Plan and the application of
such provision to other circumstances or persons shall not be
affected thereby.
ARTICLE II
DEFINITIONS
SECTION 2.1. Words and phrases used herein with
initial capital letters which are defined in a Pension Plan are
used herein as so defined, unless otherwise specifically defined
herein or the context clearly indicates otherwise. The following
words and phrases when used in this Plan with initial capital
letters shall have the following respective meanings, unless the
context clearly indicates otherwise:
SECTION 2.1(1). "Actual Pension Plan Benefit" shall
mean the amount of the monthly benefit in fact payable to the
Participant or his Beneficiary under the Pension Plan.
SECTION 2.1(2). "Beneficiary".
(a) In General. The term "Beneficiary" shall mean the
person who is entitled to receive part or all of a pension or
other benefit payable with respect to the Participant under a
Pension Plan.
(b) Change of Beneficiaries. Notwithstanding the
foregoing, each Participant may at any time and from time to
time, before and after retirement, change his Beneficiary
hereunder without the consent of any existing Beneficiary or any
other person. Therefore, the Beneficiary under the Plan need not
be the same as the Beneficiary under the Pension Plan. However,
as described in Subsection (c) of this Section, the Beneficiary
under the Pension Plan shall be used as the "measuring life" for
purposes of the amount and duration of the Supplemental
Retirement Benefits payable to any Beneficiary hereunder. The
change of a Beneficiary under the Plan may be made, and may be
revoked, only by an instrument (in form acceptable to the
Company) signed by the Participant and filed with the Nominating,
Organization and Compensation Committee of the Board of Directors
of the Company (the "Committee") prior to the Participant's
3
death. If two or more persons designated as a Participant's
Beneficiary are in existence, the amount of any payment to the
Beneficiary under this Plan shall be divided equally among such
persons unless the Participant's designation specifically
provided to the contrary.
(c) Effect of Change of Beneficiary. Supplemental
Retirement Benefits shall be payable to a Beneficiary hereunder
only so long as Actual Pension Plan Benefits are being paid to
the Beneficiary under the Pension Plan. In the event that the
Beneficiary hereunder is different than the Beneficiary under the
Pension Plan, (i) if the Beneficiary hereunder dies after the
Participant but while the Beneficiary under the Pension Plan is
still living, any remaining payments hereunder shall be payable,
as they come due, to the estate of the Beneficiary hereunder or,
if applicable, to the contingent Beneficiary designated hereunder
by the Participant, (ii) if the Beneficiary hereunder predeceases
the Beneficiary under the Pension Plan and the Participant, the
Beneficiary hereunder shall revert to the Beneficiary last
effectively designated under the Pension Plan unless and until
the Participant again makes a change of Beneficiary pursuant to
Subsection (b) above, and (iii) if the Beneficiary under the
Pension Plan predeceases the Beneficiary hereunder, Supplemental
Retirement Payments hereunder shall cease.
(d) Community Property States. In states with
community property laws, a Participant may designate someone
other than his Spouse as his Beneficiary hereunder to the extent
of such Spouse's community property interest in the Supplemental
Retirement Payments, or revoke or change his Beneficiary
designation hereunder to such extent, only with the consent of
his Spouse. To the extent necessary, the provisions of this
Subsection (d) shall apply to each person who is or was a Spouse
of a Participant regardless of whether the Participant and such
person are married at the applicable time. Notwithstanding the
foregoing, however, a Participant's present or former Spouse
shall have no greater rights under this Plan than such Spouse has
pursuant to the applicable state community property laws.
SECTION 2.1(3). "Code" shall mean the Internal Revenue
Code of 1986, as it has been and may be amended from time to
time.
SECTION 2.1(4). "Code Limitations" shall mean the
limitations imposed by Sections 401(a)(17) and 415 of the Code,
or any successor(s) thereto, on the amount of the benefits which
may be payable to a Participant from a Pension Plan.
SECTION 2.1(5). "Compensation". Effective January 1,
1995, Compensation shall have the same meaning as under the
Pension Plan, except that Compensation (a) shall not be subject
4
to the dollar limitation imposed by Code Section 401(a)(17) and
(b) shall be deemed to include the amount of compensation
deferred by a Participant under the North American Coal
Corporation Deferred Compensation Plan for Management Employees.
SECTION 2.1(6). "Employer(s)" shall mean the Company
and/or any other member of the Controlled Group which shall adopt
this Plan pursuant to Section 5.4.
SECTION 2.1(7). "Instrument of Adoption" shall mean
the Instrument referred to in Section 5.4 by which an Employer,
among other things, evidences its adoption of the Plan.
SECTION 2.1(8). "Minimum Benefit" shall mean the
amount of a Participant's "excess retirement benefit" under The
NACCO Industries, Inc. $200,000 Cap Plan as of August 31, 1994.
SECTION 2.1(9). "Participant" shall mean each Employee
of an Employer (other than Alfred M. Rankin, Jr.) (a) who is
either a highly compensated or a management employee, (b) who is
a participant in a Pension Plan, and (c) who, as a result of
participation in this Plan, is entitled to a Supplemental
Retirement Benefit under this Plan. Upon a termination of
employment with the Controlled Group, a former Participant shall
remain as an inactive Participant until all vested Supplemental
Retirement Benefits have been paid to him or his Beneficiary.
SECTION 2.1(10). "Pension Plan" shall mean The NACCO
Industries, Inc. Pension Plan for Salaried Employees (terminated
November 30, 1986), The North American Coal Corporation Pension
Plan for Salaried Employees (terminated December 31, 1989) or The
North American Coal Corporation Salaried Employees Pension Plan
(which includes The NACCO Industries, Inc. Pension Plan for
Salaried Employees which was merged into such Plan on December
31, 1993).
SECTION 2.1(11). "Plan" shall mean The North American
Coal Corporation Supplemental Retirement Benefit Plan, as it may
be amended from time to time.
SECTION 2.1(12). "Plan 006 Participants" shall mean
those Participant listed on Exhibit A hereto (a) who were
participants in The NACCO Industries, Inc. Pension Plan for
Salaried Employees on December 31, 1993, (b) who were employed by
NACCO Industries, Inc. on December 31, 1993 or who transferred
employment from NACCO Industries, Inc. to another Controlled
Group Member during 1993, and (c) whose Compensation exceeded
$100,000 for the 1993 Plan Year.
SECTION 2.1(13). "Supplemental Retirement Benefit"
shall mean the retirement benefits determined under Article III.
5
ARTICLE III
SUPPLEMENTAL RETIREMENT BENEFIT
SECTION 3.1. Amount of Supplemental Retirement
Benefit.
(1) In General. Each Participant or Beneficiary of a
deceased Participant whose benefits under the Pension Plan
payable on or after the Effective Date are reduced due to the
Code Limitations shall be entitled to a Supplemental Retirement
Benefit, which shall be determined as hereinafter provided.
(2) Participants in a Single Pension Plan. The
Supplemental Retirement Benefit shall be a monthly retirement
benefit equal to the difference between (a) the amount of the
monthly benefit payable to the Participant or his Beneficiary
under the Pension Plan, determined under the Pension Plan as in
effect on the date of the Participant's termination of employment
with the Controlled Group (and payable in the same optional form
as his Actual Pension Plan Benefit) but calculated as if (i) the
Pension Plan did not contain the Code Limitations and (ii) the
definition of "Compensation" contained in Section 2.1(5) hereof
were substituted for the definition of Compensation under the
Pension Plan and (b) the amount of the Actual Pension Plan
Benefit.
(3) Participants in Multiple Pension Plans. If a
person has been a Participant in more than one Pension Plan, the
Supplemental Retirement Benefit shall be a monthly retirement
benefit equal to the difference between (a) the largest amount of
the monthly benefit payable to the Participant or his Beneficiary
under any of the Pension Plans, determined under the Pension
Plans as in effect on the date of the Participant's termination
of employment with the Controlled Group (and payable in the same
optional form as his Actual Pension Plan Benefit) but calculated
as if the Pension Plans (i) did not contain the Code Limitations,
(ii) did not provide that the benefits thereunder are reduced by
the benefits payable under the Other Group Plans, and (iii) the
definition of "Compensation" contained in Section 2.1(5) hereof
were substituted for the definition of Compensation under the
Pension Plan and (b) the amount of the Actual Pension Plan
Benefit payable under all of the Pension Plans.
(4) Minimum Benefit. Notwithstanding any provision of
the Plan to the contrary, in no event shall a Participant's
Supplemental Retirement Benefit hereunder be less than the amount
of the Participant's Minimum Benefit.
6
(5) Effect of QDRO. In the event that any portion of
a Participant's benefit under any Pension Plan is allocated to an
alternate payee pursuant to the terms of a qualified domestic
relations order, the Participant's Supplemental Retirement
Benefit hereunder shall be calculated without taking into account
such allocation. In no event may an alternate payee receive a
distribution or an allocation of any portion of a Supplemental
Retirement Benefit hereunder.
(6) Withholding/Taxes. To the extent required by
applicable law, the Employers shall withhold from the
Supplemental Retirement Benefits any taxes required to be
withheld therefrom by an federal, state or local government.
SECTION 3.2. Additional Supplemental Retirement
Benefit for Plan 006 Participants. In addition to the
Supplemental Retirement Benefit described in Section 3.1, the
Plan 006 Participants shall also receive the Supplemental
Retirement Benefit described in this Section 3.2. A Plan 006
Participant shall receive a monthly Supplemental Retirement
Benefit in an amount equal to the sum of A plus B, where:
A = the difference between (1) the Indexed Merged Plan
Benefit (as defined in The North American Coal
Corporation Salaried Employees Pension Plan) that
would be payable to the Plan 006 Participant if he
were eligible for such Benefit and (2) the Plan
006 Participant's accrued benefit under the Merged
Plan as of December 31, 1993; and
B = the difference between (1) the Plan 006
Participant's Supplemental Retirement Benefit
under this Plan as of December 31, 1993, expressed
as a monthly benefit payable in the form of a
single life annuity (without ancillary benefits)
commencing on the Plan 006 Participant's Normal
Retirement increased at the rate of 4%, compounded
annually, for the number of full years between
January 1, 1994 and the earlier of the Plan 006
Participant's first termination of employment for
any reason with the Controlled Group (including
retirement, death, disability) or the termination
of the Plan, with simple interest at the rate of
.333% per month for any remaining five months to
the earlier of such termination of employment or
the termination of the Plan, and (2) the Plan 006
Participant's Supplemental Retirement Benefit.
SECTION 3.2A Special Early Retirement Window Benefits
for Certain Participants. In addition to the Supplemental
Retirement Benefit described in Section 3.1, a Participant who
7
(i) is an Employee (other than an officer) of The North American
Coal Corporation or Bellaire Corporation, (ii) has attained at
least age 55 and is credited with at least 7 years of Benefit
Service under The North American Coal Corporation Salaried
Employees Pension Plan ("Plan 005") or has attained at least age
52 and is credited with at least 10 years of Benefit Service
under Plan 005, in either case by December 31, 1994, (iii)
terminated employment with the Controlled Group on or after
August 1, 1994 and on or prior to December 31, 1994, and (iv) is
a Highly Compensated Employee whose Compensation for the 1993 or
1994 Plan Year was at least $100,000 (a "Window Participant")
shall also receive the Supplemental Retirement Benefit described
in this Section. The Window Participants are listed on Exhibit B
hereto. The additional Supplemental Retirement Benefit shall be
a monthly amount equal to the difference between (a) the amount
of monthly benefit payable to the Window Participant or his
Beneficiary under Plan 005, calculated by adding an additional
three years of Benefit Service or three years of age (or any
combination thereof, as elected by the Window Participant) to the
years of Benefit Service and/or age otherwise used for purposes
of calculating a Pension under Plan 005 (to the extent that such
additions result in an increased Pension thereunder) and (b) the
amount of the actual Pension Plan Benefit.
SECTION 3.3. Time and Manner of Payment.
(1) In General. A Participant's (or Beneficiary's)
Supplemental Retirement Benefit shall commence at the same time
and under the same conditions as the benefits payable to the
Participant (or Beneficiary) under the Pension Plan. The
Supplemental Retirement Benefit shall be payable in the same form
and for the same duration as the benefits payable to the
Participant (or Beneficiary) under the Pension Plan. If the
Participant or his Beneficiary is entitled to benefits under more
than one of the Pension Plans and such benefits are not payable
at the same time and for the same period, the Committee shall
determine the time and manner of payment of the Supplemental
Retirement Benefits hereunder; provided that the time and manner
chosen by the Committee shall be one of the times and manners
selected by the Participant under one of the Pension Plans.
(2) Cash-Out of Small Benefits. Notwithstanding the
foregoing, if the present value of a Participant's or
Beneficiary's Supplemental Retirement Benefit hereunder at the
time of the Participant's termination of employment with the
Controlled Group is $5,000 or less, such Benefit shall be paid as
soon as practicable following such termination in a lump sum that
is the Actuarial Equivalent of such Benefit. Such $5,000 amount
shall be calculated using an interest rate equal to the
Applicable Interest Rate in effect on January 1 of the Plan Year
8
in which the distribution is made. The Supplemental Retiremental
Retirement Benefit described in Section 3.2A shall not be subject
to the provisions of this Subsection.
9
SECTION 3.4. Liability for Payment.
(1) The Employer by which the Participant was employed
at the time of his termination of employment with the Controlled
Group shall pay the Supplemental Retirement Benefit to the
Participant and/or his Beneficiary, but such Employer's liability
hereunder shall be limited to its proportionate share of such
Supplemental Retirement Benefit, determined as hereinafter
provided. If the benefits payable to the Participant and/or his
Beneficiary under a Pension Plan are based on the Participant's
employment with more than one Employer, the amount of the
Supplemental Retirement Benefit shall be shared by all such
Employers (by reimbursement to the Employer making such payment)
as may be agreed to between them in good faith, taking into
consideration the Participant's Benefit Service and Compensation
paid by each such Employer and as will permit the deduction (for
purposes of federal income taxes) by each such Employer of its
portion of the payments made and to be made hereunder.
(2) The liabilities of the Employers hereunder shall
be several liabilities and no Employer shall be liable for the
default of any other Employer hereunder, even though it has, for
convenience of administration, agreed to pay directly to the
Participant or Beneficiary the entire Supplemental Retirement
Benefit as provided in Subsection (1) of this Section.
ARTICLE IV
VESTING
SECTION 4.1. Vesting. A Participant shall become
vested in his Supplemental Retirement Plan Benefit in accordance
with the vesting provisions of the Pension Plans.
ARTICLE V
MISCELLANEOUS
SECTION 5.1. Limitation on Rights of Participants and
Beneficiaries - No Lien. This Plan is an unfunded, nonqualified
plan and the entire cost of this Plan shall be paid from the
general assets of one or more of the Employers. No trust has
been established for the Participants or Beneficiaries. No
liability for the payment of benefits under the Plan shall be
imposed upon any officer, director, employee, or stockholder of
an Employer. Nothing contained herein shall be deemed to create
a lien in favor of any Participant or Beneficiary on any assets
of any Employer. The Employers shall have no obligation to
purchase any assets that do not remain subject to the claims of
the creditors of the Employers for use in connection with the
Plan. Each Participant and Beneficiary shall have the status of
a general unsecured creditor of the Employers and shall have no
10
right to, prior claim to, or security interest in, any assets of
the Company or any Employer.
SECTION 5.2. Nonalienation. No right or interest of a
Participant or his Beneficiary under this Plan shall be
anticipated, assigned (either at law or in equity) or alienated
by the Participant or his Beneficiary, nor shall any such right
or interest be subject to attachment, garnishment, levy,
execution or other legal or equitable process or in any manner be
liable for or subject to the debts of any Participant or
Beneficiary. If any Participant or Beneficiary shall attempt to
or shall alienate, sell, transfer, assign, pledge or otherwise
encumber his benefits under the Plan or any part thereof, or if
by reason of his bankruptcy or other event happening at any time
such benefits would devolve upon anyone else or would not be
enjoyed by him, then the Company may terminate his interest in
any such benefit and hold or apply it to or for his benefit or
the benefit of his spouse, children or other person or persons in
fact dependent upon him, or any of them, in such a manner as the
Company may deem proper; provided, however, that the provisions
of this sentence shall not be applicable to the surviving Spouse
of any deceased Participant if the Company consents to such
inapplicability, which consent shall not unreasonably be
withheld.
SECTION 5.3. Employment Rights. Employment rights
shall not be enlarged or affected hereby. The Employers shall
continue to have the right to discharge a Participant, with or
without cause.
SECTION 5.4. Instruments of Adoption. Any member of
the Controlled Group that has adopted a Pension Plan may become
an Employer hereunder with the written consent of the Committee
if it executes an "Instrument of Adoption" evidencing its
adoption of the Plan and files a copy thereof with the Company.
Such Instrument of Adoption may be subject to such terms and
conditions as Committee requires or approves. An Employer who
ceases to exist or who is no longer a member of the Controlled
Group shall automatically cease being a participating Employer
hereunder.
SECTION 5.5. Administration of Plan.
(1) The Committee shall be responsible for the general
administration of the Plan and for carrying out the provisions
hereof and, for purposes of the Employee Retirement Income
Security Act of 1974, as amended, the Company shall be the plan
sponsor and the plan administrator. The Committee shall
interpret where necessary, in its reasonable and good faith
judgment, the provisions of the Plan and, except as otherwise
provided in the Plan, shall determine the rights and status of
11
Participants and Beneficiaries hereunder (including, without
limitation, the amount of any Supplemental Retirement Benefit to
which a Participant or Beneficiary may be entitled under the
Plan).
(2) Notwithstanding the foregoing, the Board of
Directors of the Company and the Company each may, from time to
time, delegate all or part of the administrative powers, duties
and authorities delegated to it under this Plan to such person or
persons, office or committee as it shall select.
SECTION 5.6. Expenses. The Employers shall pay all
expenses incurred in the administration and operation of the
Plan.
SECTION 5.7. Claims Procedure.
(1) Whenever there is denied, whether in whole or in
part, a claim for benefits under the Plan filed by any person
(herein referred to as the "Claimant"), the Committee shall
transmit a written notice of such decision to the Claimant,
within 90 days after such claim was filed (plus an additional
period of 90 days if required for processing, provided that
notice of the extension of time is given to the Claimant within
the first 90 day period), which notice shall be written in a
manner calculated to be understood by the Claimant and shall
contain the specific reasons for the denial of the claim,
specific references to the provisions of the Plan upon which the
denial is based, a description of any additional information
necessary for the Claimant to perfect the claim and an
explanation of the review procedures hereinafter set forth. If a
Claimant does not receive any such notice within 90 days after
the date of filing the claim, his claim shall be deemed to have
been denied.
(2) Within 60 days after the denial of his claim, the
Claimant or his authorized representative may request that the
claim denial be reviewed by filing with the Committee a written
request therefor. If such an appeal is so filed within such 60
day period, the Committee shall designate a named fiduciary to
conduct a full and fair review of the decision denying the
Claimant's claim for benefits. Within 60 days from the date the
request for review was filed (plus an additional period of 60
days if required for processing, provided that notice of the
extension of time is given to the Claimant within the first 60
day period), the named fiduciary shall render its written
decision on review, written in a manner calculated to be
understood by the Claimant, specifying the reasons and Plan
provisions upon which its decision was based. Such decision
shall, to the extent permitted by law, be final and binding on
all interested persons. During such review, the Claimant shall
12
be given the opportunity to review documents that are pertinent
to his claim and to submit issues and comments in writing. If
the decision on review is not furnished within such 60-day or
120-day period, as the case may be, the claim shall be deemed to
have been denied on review.
SECTION 5.8. Effect on other Benefits. Benefits
payable to or with respect to a Participant under a Pension Plan
or any other Employer sponsored (qualified or nonqualified) plan,
if any, are in addition to those provided under this Plan, except
as specifically provided in such other plans.
SECTION 5.9. Payment to Guardian. If a benefit
payable hereunder is payable to a minor, to a person declared
incompetent or to a person incapable of handling the disposition
of his property, the Company may direct payment of such benefit
to the guardian, legal representative or person having the care
and custody of such minor, incompetent or person. The Company
may require such proof of incompetency, minority, incapacity or
guardianship as it may deem appropriate prior to distribution of
the benefit. Such distribution shall completely discharge the
Employers from all liability with respect to such benefit.
ARTICLE VI
AMENDMENT AND TERMINATION
SECTION 6.1. Amendment. The Committee does hereby
reserve the right to amend, at any time, any or all of the
provisions of the Plan for all Employers, without the consent of
any other Employer or any Participant, Beneficiary or any other
person. Any such amendment shall be expressed in an instrument
executed by an officer of the Company and shall become effective
as of the date designated in such instrument or, if no such date
is specified, on the date of its execution.
SECTION 6.2. Termination.
(1) The Committee does hereby reserve the right to
terminate the Plan at any time for any or all Employers, without
the consent of any other Employer or of any Participant,
Beneficiary or any other person. Such termination shall be
expressed in an instrument executed by an officer of the Company
and shall become effective as of the date designated in such
instrument, or if no date is specified, on the date of its
execution. Any other Employer which shall have adopted the Plan
may, with the written consent of the Committee, elect separately
to withdraw from the Plan and such withdrawal shall constitute a
termination of the Plan as to it, but it shall continue to be an
Employer for the purposes hereof as to Participants or
Beneficiaries to whom it owes obligations hereunder. Any such
13
withdrawal and termination shall be expressed in an instrument
executed by an officer of the terminating Employer and shall
become effective as of the date designated in such instrument or,
if no date is specified, on the date of its execution.
Notwithstanding the foregoing, if an Employer ceases to exist or
is no longer a member of the Controlled Group, such action shall
automatically constitute a termination of the Plan as to such
Employer.
(2) Upon any termination of the Plan, each affected
Participant's Supplemental Pension Benefit shall be determined
and distributed to him (or his Beneficiary) as otherwise provided
in Article III.
SECTION 6.3. Effect of Amendment and Termination.
(1) No amendment or termination of the Plan shall,
without the consent of the Participant (or, in the case of his
death, his Beneficiary), adversely affect the amount of the
vested Supplemental Retirement Benefit under the Plan of any
Participant or Beneficiary as such Benefit exists on the date of
such amendment or termination.
(2) Notwithstanding any provision of the Plan to the
contrary, in the event of a termination of the Plan, the Company,
in its sole and absolute discretion, shall have the right to
change the time and/or manner of distribution of Supplemental
Retirement Benefits, including, without limitation, by providing
for the payment of a single lump sum payment to each Executive or
Beneficiary then entitled to a Supplemental Retirement Benefit in
an amount equal to the Actuarial Equivalent of such Benefit.
Such lump sum amount shall be calculated by using an interest
rate equal to the Applicable Interest Rate in effect on January 1
of the Plan Year in which the distribution is made.
IN WITNESS WHEREOF, the Company has executed this
Supplemental Retirement Benefit Plan this 25th day of
October, 1994.
THE NORTH AMERICAN COAL CORPORATION
By: Thomas A. Koza
Title: Vice President-Law
and Administration