Exhibit 10.11
[USX LETTERHEAD]
Xx. Xxx X. Xxxxxxx
0000 Xxxxxxx Xx.
Xxxxxxxxxx, XX 00000
September 14, 2001
Dear Xxx,
In consideration for your agreeing to serve as Vice Chairman and Chief Legal &
Administrative Officer of United States Steel Corporation, United States
Steel LLC and its successors (the "Corporation") agree to provide you with the
additional pension benefits outlined in paragraphs A. and B. of this agreement
("Agreement") upon your retirement if you are employed by the Corporation for a
period of at least five years following the date that USX Corporation separated
into Marathon Oil Corporation and United States Steel Corporation ("Effective
Date"). In the event of your death prior to retirement, the enhanced pension
benefits provided by this Agreement will be payable even if the five-year
service requirement has not been satisfied and will be calculated as if the date
of your retirement was the day immediately prior to the date of your death.
A. Enhanced Pension Benefits
-------------------------
The Corporation will provide a pension supplement to you upon your retirement
from the Corporation (or to your surviving spouse and/or survivor upon your
death prior to retirement) equal to the excess of (1) minus (2) below:
(1) the sum of the pension, surviving spouse's benefits, and/or survivor
benefits which would be provided on your behalf under the United States
Steel Corporation for Non-Union Employee Pension Benefits (Revision of
1998) (or its successor) (hereinafter the "Plan") or the USX Corporation
Non Tax-Qualified Pension Plan (or its successor) (hereinafter the "Non-
Qualified Plan"), if such benefits were calculated using -
(a) your actual age at retirement (or death) plus three years, for
purposes of applying the Plan's early retirement factors,
(b) your actual continuous service under the Plan for benefit accrual
purposes at retirement (or death) plus three years, for purposes of
determining your regular pension under the Final Earnings provisions
of the Plan and for purposes of applying the Plan's early retirement
factors,
(c) the interest rate and mortality table specified by the Plan for
calculating lump sum distributions as of the date of your retirement
(or death), except that the lump sum shall be at least equal to the
amount that would be provided if the lump sum was calculated using
the applicable interest rate and mortality table for retirements on
the later of December 31, 2001 or the Effective Date.
(d) the actuarial factors and assumptions that are in effect under the
Plan as of the later of December 31, 2001 or the Effective Date,
using your actual age (and your spouse's and/or survivor's age) at
retirement (or death).
(e) the Rule-of-70/80 retirement provisions under the Plan even
though the period of absence requirements have not been
satisfied, and
(f) your actual age, except as specifically provided above, for
purposes of determining the amount of your benefits under the
Plan.
(2) the sum of the pension, surviving spouse's benefits, and/or survivor
benefits which are actually payable on your behalf under the Plan or
the Non-Qualified Plan as of your retirement (or death).
For purposes of determining the amounts in (1) and (2) above, benefits will
be based upon the amount of immediate pension payable in the form of a lump
sum distribution under the terms of the applicable plan. To the extent a
pension benefit is payable under this Agreement, it will be paid in the
form of a lump sum distribution by United States Steel Corporation (or its
successor).
You may elect, prior to retirement and in writing to the administrator of
the Corporation's employee benefit plans, to receive such lump sum
distribution either:
(i) in full on February 1 of the year following the year in which you
retire, or
(ii) in up to five annual installments with the first annual
installment payable within 90 days following your date of
retirement and the succeeding installments payable on the
applicable anniversaries of the first payment date.
Interest would accrue and be payable on the balance due at the rate used
under the Plan to determine the actuarially equivalent lump sum value of
participants' benefits under the Plan.
B. Consent Requirements
--------------------
For purposes of the USX Corporation Executive Management Supplemental
Pension Program and the USX Corporation Non Tax-Qualified Pension Program,
you will be treated as having Company consent to retire even if you have
not attained age 60 as of the date of your retirement.
Sincerely,
/s/ X. X. Xxxxx
X. X. Xxxxx
Agreed to: /s/ Xxx X. Xxxxxxx September 14, 2001
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Xxx X. Xxxxxxx
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