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UNITED STATES STEEL CORPORATION
NON TAX-QUALIFIED PENSION PLAN
Amended Effective February 21, 2011
1. History and Purpose
United States Steel Corporation established the United States Steel
Corporation Non Tax-Qualified Pension Plan (the "Plan"), and hereby amends
and restates the Plan effective February 21, 2011, as set forth herein. The
Plan was previously amended to comply with section 409A of the Internal
Revenue Code of 1986, as amended (the "Code"), except with respect to
benefits that were vested under the Program on or before December 31, 2004.
The purpose of this Plan is to compensate individuals for the loss of
benefits under the United States Steel Corporation Plan for Employee Pension
Benefits (Revision of 2003) (the "Qualified Plan") that occur due to certain
limits established under the Code or that are required under the Code. The
term "Corporation" shall mean United States Steel Corporation and any other
company which is a participating employer in the Qualified Plan. For the
purpose of this Plan, "individual" will be deemed to include the estate of a
deceased participant in a Qualified Plan when the terms of the Qualified Plan
provide for certain survivor benefits to be paid to an estate because the
participant dies without leaving a survivor or surviving spouse.
2. Eligibility
Except as otherwise provided herein, each individual who qualifies for a
benefit under the terms of the Qualified Plan and whose benefit thereunder is
reduced by the limitations under Code sections 415, 401(a)(17), and/or
411(a)(9) is a participant in the Plan and will be eligible to receive the
benefits under this Plan if he or she retires or otherwise terminates
employment. For terminations of employment prior to February 21, 2011,
benefits will not be payable under this Plan with respect to any individual
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) involuntary
termination, other than for cause.
3. Amount of Benefits
The amount payable under this Plan shall be equal to the difference between:
(a) the benefits the individual actually receives under the Qualified Plan,
and (b) the benefits which the individual would have received under the
Qualified Plan except for the Code limitations outlined in Section 2 above.
4. Form of Benefits and Timing of Distribution
a. Lump Sum Distribution
Effective January 1, 2005, subject to section 4.b. below, an employee shall
receive, upon the employee's termination of employment from the
Corporation, a lump sum distribution of both the benefits payable to him or
her and the benefits payable to his or her surviving spouse and/or survivor
under this Plan. The term "termination of employment", when used in the
context of a condition to, or time of, payment hereunder, shall mean a
"separation from service" as that term is used under section
409A(a)(2)(A)(i) of the Code and the regulations thereunder. The payment
date shall be on the last business day of the calendar month following the
month in which such termination of employment occurred.
If the employee dies prior to retirement, the survivor benefits payable to
the surviving spouse and/or survivor with respect to survivor benefits
shall be paid in a lump sum distribution to such surviving spouse and/or
survivor, or shall be paid to the employee's estate if there is no
surviving spouse and no named survivor. The payment date shall be on the
last business day of the calendar month following the month in which such
death occurred.
Any lump sum distribution payable as described above following termination
of employment or death shall represent full and final settlement of all
benefits provided under the Plan. Any lump sum distribution under this
Plan shall be calculated in the same manner as it would have been
calculated had it been made under the Qualified Plan. If an employee
retires, but dies prior to receiving such lump sum, the lump sum will be
paid to the surviving spouse, or to the employee's estate if there is no
surviving spouse, on the scheduled payment date (i.e., the last business
day of the calendar month following the month in which the employee's
termination of employment occurred).
b. Delay in Payment to Specified Employees
Effective January 1, 2005, in the case of any employee 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), no amount of such
employee's lump sum distribution that is considered deferred, for purposes
of Code section 409A, in taxable years beginning after December 31, 2004,
shall be distributed as described in section 4.a. above, but rather shall
be payable on the first business day of the seventh month following the
date of the employee's termination of employment (or, if earlier, the last
business day of the calendar month following the month of the employee's
death). During this six-month delay period, simple interest will accrue
and be payable, on the date specified in the preceding sentence, on the
balance due using the average of the interest rates established under the
Pension Benefit Guaranty Corporation regulations to determine the present
value of lump sum distributions payable under the Qualified Plan during the
months included in the six-month delay period.
For purposes of this Plan, an employee's entire benefit amount shall be
considered deferred in taxable years beginning after December 31, 2004 if
the employee had not attained at least age 60 as of December 31, 2004. For
employees who had attained at least age 60 as of December 31, 2004, their
accrued benefits determined as of December 31, 2004 shall be payable in
accordance with the terms of the Plan in effect on October 3, 2004, without
any modification thereto.
5. General Provisions
a. Administration
The Vice President - Administration, United States Steel and Carnegie
Pension Fund, is responsible for the administration of this Plan. The
administrator shall decide all questions arising out of and relating to
the administration of this Plan. The decision of the plan administrator
shall be final and conclusive as to all questions of interpretations and
application of the Plan.
b. Amendment or Termination of Plan
The Corporation reserves the right to make any changes in this Plan or to
terminate this Plan as to any or all groups of employees covered under
this Plan, but in no event shall such amendment or termination adversely
affect the vested or non-vested benefits accrued hereunder prior to the
effective date of such amendment or termination. If the Plan is
terminated, employees who are (or were) covered under this Plan will
continue to accrue eligibility service under the Plan for purposes of
satisfying the age 60 requirement that was in effect for terminations of
employment prior to February 21, 2011 as long as they remain employed with
the Corporation, their participating employer, or any member of the
controlled group that includes the Corporation. Any amendment to this
Plan which changes this Plan (including any amendment which increases,
reduces or alters the benefits of this Plan) or any action which
terminates this Plan to any or all groups shall be made by a resolution of
the United States Steel Corporation Board of Directors (or any authorized
committee of such Board) adopted in accordance with the bylaws of United
States Steel Corporation and the corporation law of the state of Delaware.
c. No Guarantee of Employment
Neither the creation of this Plan nor anything contained herein shall be
construed as giving an individual hereunder any right to remain in the
employ of the Corporation.
d. Nonalienation
No benefits payable under this Plan 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 benefits applied to
satisfy (i) obligations for the withholding of employment taxes, or (ii)
obligations under a qualified domestic relations order.
e. No Requirement to Fund
Benefits provided by this Plan shall be paid out of the general assets of
the Corporation. No provisions in this Plan, 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 December 31, 2001, or (2) such later date, if any, selected by the
Special Committee of the Board of Directors of United States Steel LLC (or
its successors) that was established for the purpose of amending its plans
and programs (the "Effective Date"), United States Steel LLC (and its
subsidiaries 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 employee's accrued
benefit under the Plan. The term "Corporate Part" is defined to mean the
pro rata portion (based upon continuous service taken into consideration
for benefit accrual purposes under the Plan) of an employee's total
accrued benefit under the Plan as of the Effective Date (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
the Effective Date. The Specified Percentage is thirty-five percent (35%)
for United States Steel Corporation and sixty-five percent (65%) for
Marathon Oil Corporation.
f. Controlling Law
To the extent not preempted by the laws 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 Plan.
g. Severability
If any provisions of this Plan shall be held illegal or invalid for any
reason, said illegality or invalidity shall not affect the remaining parts
of this Plan, but this Plan shall be construed and enforced as if said
illegal or invalid provision had never been included herein.
h. Exclusive Provisions
The provisions contained herein constitute the complete and exclusive
statement of the terms of this Plan. There are no written or oral
representations, promises, statements or commitments, other than those
expressly set forth herein, with respect to benefits provided by this
Plan. All reliance by any individual concerning the subject matter of
this Plan shall be solely upon the provisions set forth in this document.
i. Code Section 409A
This Plan shall be interpreted and administered in accordance with section
409A of the Code and the regulations and interpretations that may be
promulgated thereunder.
