Exhibit 10. (f)
USX CORPORATION
EXECUTIVE MANAGEMENT
SUPPLEMENTAL PENSION PROGRAM, AS AMENDED OCTOBER 1, 1996
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The term "Member" as used herein means an employee of USX Corporation
(hereinafter "the Corporation") or a Subsidiary Company who is a member of the
Executive Management Group as established from time to time by the Board of
Directors and who is a member of the Executive Management Group on or after June
1, 1988.
The terms "continuous service", "allowed service", "surviving spouse"
and "Subsidiary Company" as used herein mean Continuous Service, Allowed
Service, and surviving spouse as determined under, and Subsidiary Company as
defined in, the United States Steel 1994 Salaried Pension Rules adopted under
the United States Steel Corporation Plan for Employee Pension Benefits
(hereinafter "the Plan"); provided, however, that the term "continuous service
for the purpose of determining the amount of the supplemental pension and
supplemental surviving spouse benefit under this Program shall exclude the
Member's continuous service that (1) is creditable under a pension plan adopted
by the Corporation or a Subsidiary Company, if the pension plan includes bonus
payments as creditable earnings for pension purposes, or (2) occurs following
the date an employee ceases to be a Member of the Executive Management Group
("former member"). Any benefits payable with respect to a former member shall
be based on bonuses received before such employee ceases to be a Member of the
Executive Management Group and shall be calculated in accordance with the
provisions of the Plan in effect as of the date such employee ceases to be a
member of the Executive Management Group.
Any Member who retires or otherwise terminates employment under
conditions of eligibility for an immediate pension pursuant to the provisions of
the Plan, excluding any Member who retires without the consent of the
Corporation prior to age 60 pursuant to the 30-year sole option provisions, will
be eligible to receive the supplemental pension provided under this Program. In
no event shall the supplemental pension be less than the Member's accrued
benefit under this Program.
The surviving spouse of any Member who has accrued at least 15 years
of continuous service and who dies (i) prior to retirement, or (ii) after
retirement under conditions of eligibility for an immediate pension pursuant to
the provisions of the Plan, excluding any Member who retires without the consent
of the Corporation prior to age 60 pursuant to the 30-year sole option
provisions, will be eligible to receive the supplemental surviving spouse
benefit provided under this Program.
Average earnings as used herein shall be equal to the total bonuses
paid or credited to the Member pursuant to the USX Corporation Annual Incentive
Compensation Plan (or such other payments or deferrals as shall have been
designated as creditable under the Program by the Compensation Committee of the
Board of Directors of the Corporation) with respect to the three calendar years
for which total bonus payments or 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 ceased to accrue continuous service for the purpose of determining the
amount of benefits under this Program) 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 rather than
for the calendar year in which the bonus payment was actually received.
The Average Earnings used in the determination of benefits under this
Program 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.
The Supplemental Pension provided under this Program shall be
determined by multiplying Average Earnings by a percentage which shall be equal
to the sum of l.54% for each year of continuous service and each year of allowed
service.
The Supplemental Surviving Spouse Benefit provided under this Program
shall be equal to 50% of the Supplemental Pension (i) that would have been
payable to the Member had the Member retired as of the date of death in the case
of death prior to retirement, or (ii) that was being paid to the Member in the
case of death after retirement. Payments shall be payable monthly for the life
of the surviving spouse and shall commence with the month following the month in
which the Member's death occurs.
Except as a Member elects, prior to the earlier of retirement or
death, to have both the benefits payable to him and the benefits payable to his
surviving spouse paid on a monthly basis or to have the benefits payable to him
(but not the benefits payable to his surviving spouse) paid on a monthly basis,
he shall receive a lump sum distribution of both the monthly pension and monthly
surviving spouse benefits payable. The lump sum distribution shall be equal to
the present value of the amounts payable to the Member and the Member's spouse
based on the joint life expectancy of said individuals, using tables adopted by
the Corporation, or the life expectancy of the Member's spouse in the event of
the employee's death prior to retirement or in the event that the Member has
elected to receive his monthly benefits in the form of an annuity but has not
made the same election
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on behalf of his spouse with respect to surviving spouse benefits, and the
interest rate established under the Pension Benefit Guaranty Corporation
regulations to determine the present value of immediate annuities in the event
of plan termination. Any lump sum distribution shall be payable within 60 days
following retirement, or death, and shall represent full and final settlement of
all benefits provided hereunder.
Benefits provided by this Program shall be paid out of general assets
of the Member's employing company.
The Vice President-Administration of the United States Steel and
Carnegie Pension Fund is responsible for administration of this Program.
The Corporation may at any time, and from time-to-time, by action of
its Board of Directors, modify or amend, in whole or in part, or terminate any
or all of the provisions of this Program.
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