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Exhibit 10.J
INLAND STEEL INDUSTRIES
SPECIAL 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
continue to maintain certain levels of retirement benefits for employees of the
Company and its subsidiaries 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 be 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
Company hereby amends and restates the Inland Steel Industries Special
Retirement Benefit Plan for Covered Employees (the "Special Retirement Plan")
to provide benefits to eligible employees in a manner so as to maintain the
level of total retirement benefits which would be payable under the Pension
Plan Supplement but for certain limitations imposed under Section 401(a)(17)
and/or Section 415 of the Internal Revenue Code of 1986 (the "Code") and such
employee's participation in the Inland Steel Industries Nonqualified Thrift
Plan.
1.2 Effective Date.
This amended and restated Special Retirement Benefit Plan is effective as of
July 1, 1990 (the "Effective Date").
1.3 Funding Not Required.
The Company shall not be required to establish any fund or set aside any
monies for the payment of Special Retirement Benefits under this Special
Retirement Benefit Plan.
ARTICLE 2
2.1 Retirement Committee.
The Company hereby delegates authority to administer the Special 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
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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 Special 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 Special Retirement Benefit Plan, including the authority
and discretion to construe and interpret the Special Retirement Benefit Plan,
decide all questions of eligibility for and the amount, manner and time of
payment of Special 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:
(a) is entitled to an accrued benefit under the Pension
Plan Supplement; and
(b) has Earnings used in the determination of "Average
Monthly Earnings" (each as defined in the Pension Plan Supplement)
during any period which exceed the maximum amount of such Earnings
which may be into account under Code Section 401(a)(17) as may be
amended from time to time, and any rulings or regulations
promulgated thereunder or the terms of the Pension Plan Supplement
implementing such Code Section (the "401(a)(17) Earnings
Limitation") in determining the amount of such accrued benefit
payments under the Pension Plan Supplement,
shall be a "Participant" in this Special Retirement Plan and upon retirement
shall be entitled to receive the benefit (the "Special Retirement Benefit"), if
any, determined in accordance with Article 4 hereof.
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 "Benefi-
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ciary" under this Special Retirement Benefit Plan entitled to receive the
Special Retirement Benefit, if any, determined in accordance with Article 4
hereof.
ARTICLE 4
4.1 Amount of Special Retirement Benefit.
The amount of Special Retirement Benefit which a Participant
or Beneficiary shall accrue and be entitled to receive and the Company shall be
obligated to pay under this Special Retirement Plan with respect to each Plan
Year applicable to the Pension Plan Supplement 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 Plan Year under the
terms of the Pension Plan Supplement as in effect on the last day of
the Plan Year if such benefit were computed by including in the
Participant's "Earnings" used in the determination of "Average Monthly
Earnings" (each as defined under the Pension Plan Supplement) the
amount of "Participant Contributions" made by the Participant under
the Inland Steel Industries Nonqualified Thrift Plan as if such
amounts had otherwise been paid currently to the Participant, and
without giving effect to the 401(a)(17) Earnings Limitation or the
limitations imposed by Code Section 415.
(b) The sum of the amount of the annual benefit which was
accrued for the Participant or Beneficiary with respect to such Plan
Year under (i) the terms of the Pension Plan Supplement as in effect
on the last day of such Plan Year plus (ii) the terms of the Inland
Steel Industries Supplemental Retirement Benefit Plan for Covered
Employees.
It is the intent of this Section 4.1 that the Special Retirement Benefit
described above shall be determined at all times in a manner consistent with
the then current 401(a)(17) Earnings Limitation and the limitations imposed by
Code Section 415. 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 401(a)(17) Limitation and the limitations imposed by Code Section
415 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
Special Retirement Benefit Plan, the amount of the annual benefit payable under
this Special Retirement Benefit Plan in each Limitation Year shall be the same
as that payable in the year in which the single sum distribution is
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made. Except as provided in Section 5.3 hereof, no Special Retirement Benefit
shall be payable to any Participant or his Beneficiaries hereunder 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 Special Retirement Benefit.
(a) Except as provided hereinafter, the Special
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
Special 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 Special 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 Special 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 Special
Retirement Benefit Plan shall be adjusted or commenced accordingly for
Participants or Beneficiaries; provided
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that no such adjustment shall be made if the Participant received a single sum
distribution under this Special Retirement Benefit Plan; and provided, further,
that no such adjustment shall be made with respect to any portion of a
Participant's accrued Special 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 Special 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 Special Retirement Benefit, notwithstanding the purchase of an
annuity with respect to any other Participant or any other portion of
the Participant's accrued Special Retirement Benefit.
(b) The purchase of annuities under this Section 4.4
shall be limited to Special 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 Special 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 payable by the
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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 Special 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 Special 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 Special 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) to such application
and waives any right which the Participant might otherwise be
entitled to assert under Section 5.2 by reason of
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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 Special 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 Special Retirement Benefit
Plan, to take effect retroactively or otherwise, as deemed necessary or
advisable for the purpose of conforming this Special 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 Special Retirement
Benefit Plan at any time, without the consent of any Participant or
Beneficiary. Notwithstanding the foregoing, this Special 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 Special Retirement Plan Benefit
then being paid or in the future payable pursuant to the Special Retirement
Benefit Plan shall similarly be discontinued or reduced in the same ratio as
payments under the Pension Plan Supplement are discontinued or reduced.
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 such Change in Control hereunder
shall become full (i.e., 100%) and irrevocably vested and
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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 corporation,
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
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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
Special 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 Special 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
Special 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 Special Retirement Benefit
Plan within a reasonable time thereof.
ARTICLE 6
6.1 No Right to Employment, etc.
Neither the creation of this Special Retirement Benefit Plan
nor anything contained herein shall be construed as 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.
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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 Special 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.
6.4 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 Special 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 Special Retirement Benefit Plan.
6.6 Severability.
If any provisions of this Special Retirement Benefit Plan
shall be held illegal or invalid for any reason, the illegality or invalidity
shall not affect the remaining parts of this Special Retirement Benefit Plan,
but this Special Retirement Benefit Plan shall be construed and enforced as if
the illegal and invalid provisions never had been included herein.
6.7 Limitations on Provisions.
The provisions of this Special Retirement Benefit Plan and any
Special 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
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Pension Plan Supplement, as appropriate, and nothing in this Special 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
Special Retirement Benefit Plan. The "Plan Administrator" for purposes of
applying such Claims Procedure to this Special Retirement Benefit Plan shall be
the Committee.
INLAND STEEL INDUSTRIES, INC.
By: /s/ Judd R. Cool
Judd R. Cool
Vice President, Human Resources
Date: July 25, 1990
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