Non Tax-Qualified Retirement Account Program


 Exhibit 10.3 
 United States Steel Corporation 
 Non Tax-Qualified Retirement Account
Program 
 Effective December 31, 2006, Amended as of February 21, 2011 

 

	1.	History and Purpose 


United States Steel Corporation established the United States Steel Corporation Non Tax-Qualified Retirement Account Program (the
“Program”), and hereby amends and restates the Program effective February 21, 2011. The Program was previously amended to comply with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). 

The purpose of this Program is to compensate individuals for the loss of Retirement Account contributions under the United States Steel
Corporation Savings Fund Plan for Salaried Employees (“Savings Fund Plan”) or the Tubular Services Savings Plan (“Tubular Plan”) (collectively, “Savings Plans”) that occurs 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 that is a participating employer in the Savings Plans. 

 

	2.	Eligibility 


Except as otherwise provided herein, an individual is a “Member” of the Program if he or she is an employee of the Corporation
who was hired on or after July 1, 2003, is eligible to participate in the Savings Plans, and is not permitted to receive Retirement Account contributions to the Savings Plans at least equal to the maximum rate of Retirement Account
contributions applicable to his or her age because of the limitations of the Code. 
 Subject to the consent requirement outlined
below, a Member shall be eligible to receive a distribution of the value of the Member’s benefit accrued under the Program if the Member retires or otherwise terminates employment from the Corporation after completing three years of continuous
service as defined in the Savings Plans. For terminations of employment prior to February 21, 2011, benefits shall not be payable under this Program with respect to a Member who terminates employment with the Corporation 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 benefit accrued under the Program for a Member shall be equal to the amount of Corporation contributions and investment earnings
credited to the Member’s Non Tax-Qualified Retirement Account (“Account”) established under the Program. 
  

	 	a.	Corporation Contributions to the Non Tax-Qualified Retirement Account 

 With respect to a month in which a Member’s ability to receive the full Retirement Account contributions applicable to his or her age is restricted by law (including the limitations under Code
sections 401(a)(17) and 415(c)) the full Retirement Account contribution which would otherwise have been deposited into the Savings Plans on behalf of the Member will be credited for such month to the Member’s account under the Program. The
amount to be credited shall be equal to the greater of: 

  
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	 	1.	the product of the Member’s monthly base salary that, on a year-to-date basis, is in excess of the Code section 401(a)(17) annual compensation limit for the year,
multiplied by the applicable age-weighted crediting rate in effect for the Member, as shown below: 

 Participants
in the Savings Fund Plan 
  

					
	 Age at Beginning of Month
	  	Crediting Rate under Program	 
	 Less than 35 years
	  	 	4.75	% 
	 35 to less than 40
	  	 	6.00	% 
	 40 to less than 45
	  	 	7.25	% 
	 45 and above
	  	 	8.50	% 

 Participants in the Tubular Plan - Crediting Rate is 4% 

 

	 	2.	the amount of Retirement Account contribution which could not be contributed to the Savings Plans as a result of the applicable limit under Code section 415(c).


 Any amount credited to a Member’s Account will be subject to the requirements and limitations of Code
section 409A and the Treasury Regulations thereunder. Effective July 1, 2009, when calculating the amount to be credited for a month to a Member’s account, the amount of the Member’s monthly base salary shall be deemed to be not less
than his or her monthly base salary in effect on June 30, 2009, to the extent necessary to avoid the adverse effects of the temporary reduction in base salary effective July 1, 2009. 

 

	 	b.	Investment Earnings in the Non Tax-Qualified Retirement Account 

 A Member’s Account shall be credited with investment earnings in the same manner as if the balance in the Account had been invested in the Savings Plans and had been invested in the applicable
Investment Option listed below that is closest to the year the Member will attain age 65 based on the year of the Member’s birth: 
  

	 	•	 	 Fidelity Freedom 2010 Fund (Members born between 1941 and 1950) 



 

	 	•	 	 Fidelity Freedom 2020 Fund (Members born between 1951 and 1960) 



 

	 	•	 	 Fidelity Freedom 2030 Fund (Members born between 1961 and 1970) 



 

	 	•	 	 Fidelity Freedom 2040 Fund (Members born between 1971 and 1980) 



 

	 	•	 	 Fidelity Freedom 2050 Fund (Members born between 1981 and 1990) 



The number of shares to be credited to a Member’s Account in the Program (book entry only) will be calculated using the amount of
contribution and the net asset value of the applicable Investment Option at markets close on the processing date. 
  

	4.	Form of Benefit and Timing of Distribution 

  

	 	a.	Lump Sum Distribution 


Subject to section 4.b. below, a Member shall receive, upon the Member’s termination of employment from the Corporation, a lump sum
distribution of the benefits payable to him or her under the Program. The term “termination of employment”, when used in the context of a condition to, or time of, payment hereunder, shall mean a “separation from


  
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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. 
 In the event a Member dies prior to retirement, the Benefits shall
be paid to the Member’s surviving spouse (or to the Member’s estate, if there is no surviving spouse) in the form of a lump sum distribution. The payment date shall be on the last business day of the calendar month following the month in
which such death occurred. 
 In the event a Member dies after retirement but prior to receiving the benefits credited to his or
her account under the Program, the Benefits shall be paid to the Member’s surviving spouse (or to the Member’s estate, if there is no surviving spouse) in the form of a lump sum distribution on the scheduled payment date (i.e., the last
business day of the calendar month following the month in which the Member’s termination of employment 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 Program. 

 

	 	b.	Delay in Payment to Specified Employees 

 In the case of any Member 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
Member’s lump sum distribution 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 Member’s termination of employment (or, if
earlier, the last business day of the calendar month following the month of the Member’s death). During this six-month delay period, earnings will accrue and be payable, on the date specified in the preceding sentence, on the balance due in the
same manner as if the balance in the Account had been invested as provided in section 3.b. above 
  

	5.	General Provisions 

  

	 	a.	Administration 

 The Vice
President - Administration, United States Steel and Carnegie Pension Fund, is responsible for the administration of this Program. The administrator shall decide all questions arising out of and relating to the administration of this Program. The
decision of the administrator shall be final and conclusive as to all questions of interpretations and application of the Program. 
  

	 	b.	Amendment or Termination of Program 

 The Corporation reserves the right to make any changes in this Program or to terminate this Program as to any or all groups of employees covered under this Program, 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 Program is terminated, employees who are (or were) covered under this Program will continue to
accrue eligibility service under the Program for purposes of satisfying the age 60 requirement that was in effect for terminations of employment prior to February 21, 2011, and/or the three-year service requirement 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 Program which changes this Program (including


  
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any amendment which increases, reduces or alters the benefits of this Program) or any action which terminates this Program 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 Program 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 Program 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 withholding of employment taxes, or (ii) obligations under a qualified domestic relations order. 

 

	 	e.	No Requirement to Fund 


Benefits provided by this Program shall be paid out of general assets of the Corporation. No provisions in this Program, either directly
or indirectly, shall be construed to require the Corporation to reserve, or otherwise set aside, funds for the payment of benefits hereunder. 
  

	 	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 Program. 

 

	 	g.	Severability 

 If any
provisions of this Program shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts of this Program, but this Program shall be construed and enforced as if such illegal or invalid provision
had never been included herein. 
  

	 	h.	Exclusive Provisions of Program 

 The provisions contained herein constitute the complete and exclusive statement of the terms of this Program. 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 Program. All reliance by any individual concerning the subject matter of this Program shall be solely upon the provisions set forth in this document. 

 

	 	i.	Code Section 409A 

 This
Program shall be interpreted and administered in accordance with section 409A of the Code and the regulations and interpretations that may be promulgated thereunder. 

  
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