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Exhibit 10.I
INLAND STEEL INDUSTRIES
SUPPLEMENTAL RETIREMENT BENEFIT PLAN
FOR COVERED EMPLOYEES
As Amended and Restated, Through and Including
January 26, 1994, Effective As Of July 1, 1990
ARTICLE 1
1.1 Purpose.
It is the intention of Inland Steel Industries, Inc. (the "Company") to
maintain appropriate levels of retirement benefits for individuals who are
entitled to benefits under the Inland Steel Industries Pension Plan Supplement
for Salaried Employees of Inland Steel Industries, Inc. and Certain
Subsidiaries, Revised As Of January 1, 1989, and as thereafter amended, and for
individuals who are entitled to benefits under the Inland Steel Industries
Pension Plan Supplement for Employees of J. M. Tull Metals Company, Inc.,
Effective As Of December 31, 1988, and as thereafter amended (each a "Pension
Plan Supplement"). Accordingly, the Board of Directors of Inland Steel
Industries, Inc., acting on behalf of the Company, hereby establishes this
amended and restated Inland Steel Industries Supplemental Retirement Benefit
Plan for Covered Employees (the "Supplemental Retirement Benefit Plan") as a
successor to and continuation of the Inland Steel Company Supplemental
Retirement Benefit Plan for Covered Employees heretofore adopted by Inland
Steel Company effective as of January 1, 1976 and the Inland Steel Industries
Supplemental Retirement Benefit Plan for Covered Employees heretofore adopted
by the Company effective as of January 1, 1989. This Supplemental Retirement
Benefit Plan is intended to provide benefits to eligible persons in a manner so
as to maintain the level of total retirement benefits which, but for the
limitations on benefits required by Section 415 of the Internal Revenue Code of
1986, as amended (the "Code"), would otherwise be payable under the Pension
Plan Supplement. The Supplemental Retirement Benefit Plan shall maintain such
total retirement benefit levels by means of supplemental unfunded payments made
by the Company to the individuals eligible for such payments as more fully
described in Articles 3 and 4. This Supplemental Retirement Benefit Plan is
intended to be an "excess benefit plan" described in Section 3(36) of the
Employee Retirement Income Security Act of 1974, as amended.
1.2 Effective Date.
This amended and restated Supplemental Retirement Benefit Plan is effective
as of July 1, 1990 (the "Effective Date").
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1.3 Funding Not Required.
The Company shall not be required to establish any fund or set aside any
monies for the payment of Supplemental Retirement Benefits under this
Supplemental Retirement Benefit Plan.
ARTICLE 2
2.1 Retirement Committee.
The Company hereby delegates authority to administer the Supplemental
Retirement Benefit Plan to the Inland Steel Industries Retirement Committee
(the "Committee") as established under the Inland Steel Industries Pension
Plan, As Revised, Effective December 1, 1988, and as may thereafter be amended
(the "Inland Steel Industries Pension Plan"). Any action by the Committee
shall be evidenced by a written document, certified by the Secretary of the
Committee. References to the Company's authority, right, or power to act
contained in any notice, disclosure, or communication which is made with a view
toward effectuating the purposes of this Supplemental Retirement Benefit Plan
shall be construed to include such actions by the Committee on the Company's
behalf and such actions by others to whom the Committee has delegated its
authority.
2.2 Authority of Committee.
The Committee shall have authority to control and manage the operation and
administration of the Supplemental Retirement Benefit Plan, including the
authority and discretion to construe and interpret the Supplemental Retirement
Benefit Plan, decide all questions of eligibility for and the amount, manner
and time of payment of Supplemental Retirement Benefits hereunder and such
other rights and powers necessary or convenient to the carrying out of its
functions hereunder. The authority and responsibilities of the Committee shall
be coextensive with its authority and responsibilities under the Inland Steel
Industries Pension Plan.
ARTICLE 3
3.1 Participation.
Each Employee of the Company and/or its subsidiaries who, on or after the
Effective Date, is entitled to an accrued benefit under the Pension Plan
Supplement the amount of which is limited by reason of the application of the
limitations imposed by Code Section 415, as amended from time to time, and the
regulations and rulings thereunder or the terms of the Inland Steel Industries
Pension Plan implementing those limitations (the "Section 415 Limitations")
shall be a "Participant" in this Supplemental Retirement Benefit Plan and upon
retirement shall be entitled to receive the benefit (the "Supplemental
Retirement Benefit"), if any, determined in accordance with Article 4 hereof.
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3.2 Beneficiary.
The spouse or other person entitled to a benefit under the Pension Plan
Supplement upon the death of a Participant hereunder shall, upon the death of
the Participant, be a "Beneficiary" under this Supplemental Retirement Benefit
Plan entitled to receive the Supplemental Retirement Benefit, if any,
determined in accordance with Article 4 hereof.
ARTICLE 4
4.1 Amount of Supplemental Retirement Benefit.
The amount of Supplemental Retirement Benefit which a Participant or
Beneficiary shall accrue and be entitled to receive and the Company shall be
obligated to pay under this Supplemental Retirement Benefit Plan with respect
to each Limitation Year (as defined below) shall be equal to the excess, if
any, of the amount described in paragraph (a) of this Section 4.1 over the
amount described in paragraph (b) of this Section 4.1:
(a) The amount of the annual benefit which would have been accrued with
respect to such Participant or Beneficiary under the Pension Plan Supplement
as of the last day of the Limitation Year under the terms of the Pension Plan
Supplement as in effect on the last day of such Limitation Year if such
benefit were computed without giving effect to the Section 415 Limitations
for such Limitation Year.
(b) The amount of the annual benefit which was accrued for such Participant
or Beneficiary with respect to such Limitation Year under the terms of the
Pension Plan Supplement as in effect on the last day of that Limitation Year,
including those terms implementing the Section 415 Limitations referred to
above, as indexed.
As used in this Section 4.1, "Limitation Year" means the Plan Year applicable
to the Pension Plan Supplement, being the period beginning on January 1 of each
year and ending on December 31 of the same year. It is the intent of this
Section 4.1 that the Supplemental Retirement Benefit described above shall be
determined at all times in a manner consistent with the then current Section
415 Limitations. Accordingly, the determinations made pursuant to this Section
4.1 shall be based upon adjustments employed in determining the amount of the
annual benefit described above, and shall be subject to adjustments which
reflect the Section 415 Limitations with respect to the computation of benefits
under the Pension Plan Supplement. If a Participant receives a single sum
distribution under the Pension Plan Supplement, but has elected another form of
benefit under this Supplemental Retirement Benefit Plan, the amount of the
annual benefit payable under this Supplemental Retirement Benefit Plan in each
Limitation Year shall be the
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same as that payable in the year in which the single sum distribution is made.
Except as provided in Section 5.3 hereof, no Supplemental Retirement Benefit
shall be payable to any Participant or his Beneficiaries unless, at the time of
the Participant's termination of employment with the Company and all
Affiliates, the Participant has been credited with at least five Years of
Vesting Service under the Pension Plan Supplement.
4.2 Payment of Supplemental Retirement Benefit
(a) Except as provided hereinafter, the Supplemental Retirement Benefit
which a Participant or Beneficiary is eligible to receive shall be paid by
the Company at such time, in the same form and subject to the same
conditions, as is the benefit paid to such Participant or Beneficiary under
the Pension Plan Supplement.
(b) (i) The Committee, in its sole discretion and after considering the
needs and circumstances of the Participant or Beneficiary concerned, may at
any time elect to direct payment of the Supplemental Retirement Benefit to
the Participant or Beneficiary in any form of benefit provided under the
Pension Plan Supplement, including a lump sum.
(ii) A Participant or Beneficiary may in writing request payment of his
Supplemental Retirement Benefit in a form other than the form of benefit
payment under the Pension Plan Supplement. After receiving such a request,
the Committee shall consider the request and the circumstances on which it is
based and shall, in its sole discretion, approve or disapprove the request
and inform the requesting Participant or Beneficiary of its decision.
(iii) Any optional form of benefit shall be the actuarial equivalent of
the benefit otherwise payable to the Participant or Beneficiary, determined
by applying the appropriate interest rate and other actuarial assumptions
then set forth in the Pension Plan Supplement.
(c) The Company may purchase an annuity with respect to any portion of a
Participant's accrued Supplemental Retirement Benefit in full satisfaction
thereof to the extent provided by paragraphs (a) through (i) of Section 4.4
and shall be obligated to purchase an annuity or make a lump sum payment to
the extent provided by paragraph (j) of Section 4.4.
4.3 Pension Plan Supplement Increase.
In the event the Pension Plan Supplement is amended to increase the benefit
payable to participants or beneficiaries then receiving pensions under the
Pension Plan Supplement, benefits payable under this Supplemental Retirement
Benefit Plan shall be adjusted or commenced accordingly for Participants or
Beneficiaries; provided that no such adjustment shall be made if the
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Participant received a single sum distribution under this Supplemental
Retirement Benefit Plan; and provided, further, that no such adjustment shall
be made with respect to any portion of a Participant's accrued Supplemental
Retirement Benefit for which an annuity has been purchased under Section 4.4.
4.4 Purchase of Annuities.
The Company may at any time, in the sole discretion of the Committee or the
Company's Board of Directors, purchase one or more annuities with respect to
all or any portion of the Supplemental Retirement Benefit accrued under the
Plan by any Participant, subject to the following:
(a) The Company shall not be obligated to purchase an annuity for any
Participant or for any portion of a Participant's accrued Supplemental
Retirement Benefit, notwithstanding the purchase of an annuity with respect
to any other Participant or any other portion of the Participant's accrued
Supplemental Retirement Benefit.
(b) The purchase of annuities under this Section 4.4 shall be limited to
Supplemental Retirement Benefits accrued by Participants who meet all of the
following requirements:
(i) completion of at least five years of Vesting Service under the Pension
Plan Supplement;
(ii) annual compensation in excess of $150,000; and
(iii) attainment of age 55.
(c) Any such annuity purchased with respect to any Participant's accrued
Supplemental Retirement Benefit shall be issued to and distributed to such
Participant, who shall be the sole owner of such annuity and shall contain
such terms not inconsistent with this Section 4.4 as the Committee shall
determine in its sole discretion.
(d) Annuity payments to a Participant under any such annuity shall
commence as of the date on which the Participant attains age 65 or the first
day of the month thereafter; provided, however, that any such annuity may
provide that, in the event of the Participant's death prior to attainment of
age 65, benefits payable to any Beneficiary may commence as of any earlier
date provided by the terms of the annuity.
(e) The monthly benefit amount to be provided by any such annuity shall be
such amount as the Committee, in its sole discretion, determines would
provide, on an after-tax basis, an amount equal to the amount estimated to be
the after-tax benefit to the Participant of monthly benefits
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payable by the Company commencing at age 65 under Section 4.2. Such
determination shall be made by the Committee, in its sole discretion, based
upon such rates and factors as the Committee, in its sole discretion, deems
appropriate. No change in annuity benefits shall be required by reason of any
subsequent change in such rates and factors; provided, however, that in
determining the amount of any subsequent annuity purchased under this Section
4.4, the Committee may, in its sole discretion, take into account any change
in such rates and factors and the benefits payable under any annuity
previously purchased under this Section 4.4. Notwithstanding the foregoing,
with the consent of the Participant, the Committee may substitute any form of
fixed or variable annuity in lieu of the annuity otherwise provided by this
paragraph (e), provided that such substitution does not result in a change in
the cost of the annuity or the commencement date of the annuity payments.
(f) The Company shall make a tax gross-up payment to any Participant for
whom an annuity is purchased under this Section 4.4 in such amount as the
Committee shall determine, in its sole discretion, would be necessary to make
such Participant whole for federal, state and local income taxes attributable
to the receipt of the annuity and the gross-up payment, based upon such tax
rates as the Committee shall determine in its sole discretion.
(g) To the extent that the Company has purchased an annuity under this
Section 4.4 with respect to any portion of a Participant's accrued
Supplemental Retirement Benefit, such annuity and the tax gross-up payment
under paragraph (f) above shall be in full satisfaction of all obligations of
the Company to the Participant or any Beneficiary of the Participant
attributable to such portion of the Participant's accrued Supplemental
Retirement Benefit.
(h) A purchase of an annuity under this Section 4.4 shall have no effect
on the monthly benefits payable to the Participant under Sections 4.1 and 4.3
prior to the Participant's attainment of age 65. In the event of the
Participant's death prior to attainment of age 65, the benefit payable to any
Beneficiary of the Participant shall be determined solely on the basis of the
monthly benefits which would otherwise have been payable to the Participant
under the Plan prior to attainment of age 65 and taking into account the
amount payable to the Beneficiary under the Pension Plan Supplement.
(i) This Section 4.4 shall apply to Supplemental Retirement Benefits
accrued by any Participant under the Plan prior to October 1, 1993, only if
such Participant consents (in such manner and at such time as the Committee
may require)
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to such application and waives any right which the Participant might
otherwise be entitled to assert under Section 5.2 by reason of the adoption
and application to the Participant of this Section 4.4.
(j) If an annuity has not been purchased in accordance with the foregoing
provisions of this Section 4.4 with respect to any portion of the accrued
Supplemental Retirement Benefit payable after attainment of age 65 to a
Participant who meets all of the requirements of paragraph (b) above and who
has executed a consent and waiver in accordance with paragraph (i) above,
then, except for any portion payable in the form of a lump sum in accordance
with Section 4.2, upon such Participant's termination of employment with the
Company and its affiliates, the Company shall, as soon as practicable
thereafter, purchase an annuity for such portion in accordance with
paragraphs (c) through (h) above.
ARTICLE 5
5.1 Amendment to Conform with Law.
The Company may by amendment make such changes in, additions to, and
substitutions in the provisions of this Supplemental Retirement Benefit Plan,
to take effect retroactively or otherwise, as deemed necessary or advisable for
the purpose of conforming this Supplemental Retirement Benefit Plan to any
present or future law relating to plans of this or a similar nature, and to the
administrative regulations and rulings promulgated thereunder.
5.2 Other Amendments and Termination.
The Company may amend or terminate this Supplemental Retirement Benefit Plan
at any time, without the consent of any Participant or Beneficiary.
Notwithstanding the foregoing, this Supplemental Retirement Benefit Plan shall
not be amended or terminated so as to reduce or cancel the benefits which have
accrued to a Participant or Beneficiary prior to the later of the date of
adoption of the amendment or termination or the effective date thereof, and in
the event of such amendment or termination, any such accrued benefit hereunder
shall not be reduced or cancelled; provided that, in the event the Pension Plan
Supplement is terminated or curtailed with the result that pension payments to
retired employees and survivor and contingent annuity payments to beneficiaries
are discontinued or reduced, the Supplemental Retirement Plan Benefit then
being paid or in the future payable pursuant to the Supplemental Retirement
Benefit Plan shall similarly be discontinued or reduced in the same ratio as
payments under the Pension Plan Supplement are discontinued or reduced.
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5.3 Effect of Change in Control.
(a) In the event of a Change in Control (as defined below), all benefits
accrued as of the date of such Change in Control hereunder shall become fully
(i.e., 100%) and irrevocably vested and shall become distributable to
Participants (and Beneficiaries) at such time and in such manner provided
herein pursuant to the provisions of the Plan as in effect on the day
immediately preceding the date of such Change in Control. The Committee shall,
in its sole discretion, determine whether assets equal in value to the
aggregate of all accrued benefits under the Plan as of the date of such Change
in Control shall be deposited by the Company with a bank or corporate trustee
pursuant to one or more "rabbi trusts".
(b) For purposes of this Section 5.3, a "Change in Control" shall be
deemed to have occurred if:
(i) any "person" (as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than
(A) the Company or any of its subsidiaries, (B) a trustee or other fiduciary
holding securities under an employee benefit plan of the Company or any of
its subsidiaries, (C) an underwriter temporarily holding securities pursuant
to an offering of such securities, or (D) a corporation owned, directly or
indirectly, by the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company, is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company (not including in the
securities beneficially owned by such person any securities acquired directly
from the Company or its affiliates) representing 40% or more of the combined
voting power of the Company's then outstanding securities;
(ii) during any period of two consecutive years (not including any period
prior to November 22, 1989), individuals who at the beginning of such period
constitute the Board of Directors of the Company and any new director (other
than a director designated by a person who has entered into an agreement with
the Company to effect a transaction described in clauses (i), (iii) or (iv)
of this paragraph (b)), whose election by the Board or nomination for
election by the Company's stockholders was approved by a vote of at least
two-thirds (2/3) of the directors then still in office who either were
directors at the beginning of the period or whose election or nomination for
election was previously so approved, cease for any reason to constitute a
majority thereof;
(iii) the stockholders of the Company approve a merger or consolidation of
the Company with any other corpora-
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tion, other than (A) a merger or consolidation which would result in
the voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) in combination with the
ownership of any trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any of its subsidiaries, at least 80%
of the combined voting power of the voting securities of the Company or such
surviving entity outstanding immediately after such merger or consolidation,
or (B) a merger or consolidation effected to implement a recapitalization of
the Company (or similar transaction) in which no person acquires more than 50%
of the combined voting power of the Company's then outstanding securities; or
(iv) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets.
(c) The provisions of this Section 5.3 may not be amended after the date of
a Change in Control without the written consent of a majority in both number
and interest of the Participants in this Supplemental Retirement Benefit Plan,
other than those Participants who are both (i) not employed by the Company or a
subsidiary as of the date of the Change in Control and (ii) not receiving nor
could have commenced receiving benefits under the Pension Plan Supplement as of
the date of the Change in Control, both immediately prior to the Change in
Control and at the date of such amendment.
5.4 Manner and Form of Amendment or Termination.
Any amendment or termination of this Supplemental Retirement Benefit Plan by
the Company shall be made only by action of the Board of Directors of the
Company or any officer of the Company duly authorized by the Board of
Directors. Certification of any amendment or termination of this Supplemental
Retirement Benefit Plan shall be furnished to the Committee by the Company.
5.5 Notice of Amendment or Termination.
The Committee shall notify Participants or Beneficiaries who are affected by
any amendment or termination of this Supplemental Retirement Benefit Plan
within a reasonable time thereof.
ARTICLE 6
6.1 No Right to Employment, etc.
Neither the creation of this Supplemental Retirement Benefit Plan nor
anything contained herein shall be construed as
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giving any Participant hereunder or other employees of the Company or any
subsidiary any right to remain in the employ of the Company or any subsidiary.
6.2 Successors and Assigns.
All rights and obligations of this Plan shall inure to, and be binding upon
the successors and assigns of the Company.
6.3 Inalienability.
Except so far as may be contrary to the laws of any state having
jurisdiction in the premises, a Participant or Beneficiary shall have no right
to assign, transfer, hypothecate, encumber, commute or anticipate his interest
in any payments under this Supplemental Retirement Benefit Plan and such
payments shall not in any way be subject to any legal process to levy upon or
attach the same for payment of any claim against any Participant or
Beneficiary.
6.1 Incompetency.
If any Participant or Beneficiary is, in the opinion of the Committee,
legally incapable of giving a valid receipt and discharge for any payment, the
Committee may, at its option, direct that such payment or any part thereof be
made to such person or persons who in the opinion of the Committee are caring
for and supporting such Participant or Beneficiary, unless it has received due
notice of claim from a duly appointed guardian or conservator of the estate of
the Participant or Beneficiary. A payment so made will be a complete discharge
of the obligations under this Supplemental Retirement Benefit Plan to the
extent of and as to that payment, and neither the Committee nor the Company
will have any obligation regarding the application of the payment.
6.5 Controlling Law.
To the extent not preempted by the laws of the United States of America, the
laws of the State of Illinois shall be the controlling state law in all matters
relating to this Supplemental Retirement Benefit Plan.
6.6 Severability.
If any provisions of this Supplemental Retirement Benefit Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining parts of this Supplemental Retirement Benefit Plan, but
this Supplemental Retirement Benefit Plan shall be construed and enforced as if
the illegal and invalid provisions never had been included herein.
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6.7 Limitations on Provisions.
The provisions of this Supplemental Retirement Benefit Plan and any
Supplemental Retirement Benefits shall be limited as described herein. Any
benefit payable under the Pension Plan Supplement shall be paid solely in
accordance with the terms and provisions of the Pension Plan Supplement, as
appropriate, and nothing in this Supplemental Retirement Benefit Plan shall
operate or be construed in any way to modify, amend, or affect the terms and
provisions of the Pension Plan Supplement.
6.8 Gender and Number.
Whenever the context requires or permits, the gender and number of words
shall be interchangeable.
ARTICLE 7
7.1 Application for Benefits and Review Procedures.
The Inland Steel Industries Claims Procedure set forth in the Pension Plan
Supplement shall apply to any claim for benefits under this Supplemental
Retirement Benefit Plan. The "Plan Administrator" for purposes of applying
such Claims Procedure to this Supplemental Retirement Benefit Plan shall be the
Committee.
INLAND STEEL INDUSTRIES, INC.
By: /s/ Judd R. Cool
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Judd R. Cool
Vice President, Human Resources
Date: July 25, 1990
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