exv10w34



 





Exhibit 10.34




Emro Marketing Company




Deferred Compensation Plan




Article I





	I.	 	Purpose






This Plan is an unfunded deferred compensation arrangement for a select group of management
or highly compensated personnel. Such personnel will be permitted to elect to defer receipt
of a percentage of their gross pay as hereinafter defined.



Article II





	II.	 	Eligibility






Select employees of Emro Marketing Company (including its subsidiaries Emro Propane Company
and the Bosart Company) (“Company”) who serve in a management capacity with the Company or
who are highly compensated shall be eligible to receive an offer of participation in the
Plan. Solely for purposes of this Plan, individuals who have accepted employment with the
Company but have not yet commenced active employment will be deemed to be employees of the
Company. The Officers Compensation Committee shall have the sole discretion to determine
whether or not a given employee is serving in a management capacity or is highly compensated
for purposes of this Plan. The Officers Compensation Committee of the Company shall also
have the sole discretion, but no obligation, to make an offer of participation under this
Plan to an individual who is eligible to receive an offer. Every individual who is entitled
to receive benefits under this Plan by reason of their acceptance of an offer to participate
shall be known as a Participant. Every individual who is entitled to receive benefits under
this Plan by reason of another individual’s death shall be known as a Beneficiary. The
Beneficiary of a Participant under this Plan shall be such Beneficiary as may be provided
under Article VII, Section C, of this Plan.



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In the event that a Participant ceases to meet the eligibility requirements for receiving an
offer of participation in the Plan, the Officers Compensation Committee shall withdraw its
offer of participation to the Participant effective on the first day of the month
immediately following the date on which it is determined that the Participant has ceased to
meet the eligibility requirements.



Article III





	III.	 	Deferral Election






Prior to January 1 of each year, each Participant may make an irrevocable written election
to defer a specific whole percentage, not exceeding 15%, of gross pay, as defined below,
earned during that year. With respect to the year during which the Deferred Compensation
Plan becomes effective, each eligible employee who has received an offer to participate in
the Plan may make an irrevocable written election to defer a specific whole percentage, not
exceeding 15%, of gross pay earned during the balance of that year. However, such election
must be made within 30 days following the effective date of the Plan and will be effective
with respect to gross pay earned after the last day of the month during which the deferral
election is made.




In order to participate in the first year in which an employee receives an offer to
participate in the Plan, he or she must make an irrevocable written election, within 30 days
after the date of the offer, to defer a specific whole percentage, not exceeding 15%, of
gross pay he or she earns during the balance of the year. However, such election will be
effective with respect to gross pay earned after the last day of the month during which the
deferral election is made.




In the case of any Participant who is receiving a miscellaneous benefit adjustment and a
related tax allowance, any monies deferred by such Participant shall be deemed to first come
from such adjustment, then from such allowance, and then from all other components of the
individual’s gross pay.








Each election shall be filed with the Officers Compensation Committee. Any amounts deferred
under an election will be deemed to bear interest from the first day of the month following
the date of








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deferral to the date of payment. Such interest will be added to the balance
owed to the Participant or Beneficiary as of the first day of the following month. The
balance owed to any Participant or Beneficiary will include any amount deferred (and the
interest accrued on such deferrals), but unpaid, under the former Bosart Company Deferred
Compensation Plan or the former Emro Propane Company Deferred Compensation Plan.




For interest credited on or before July 1, 1993, such interest was computed on the balance
owed to the Participant on the last day of the immediately preceding month at a rate equal
to the three-year U.S. Treasury rate (“Treasury note yield”) on the first business day of
the applicable three-month period beginning either January 1, April 1, July 1, or October 1,
plus 0.5%.




For interest credited after July 1, 1993, but before January 1, 1997, such interest will be
computed on the balance owed to the Participant on the last day of the immediately preceding
month at a rate equal to the ten-year U.S. Treasury note yield (“Treasury note yield”) as
published in the Wall Street Journal on the first business day of the applicable three-month
period beginning either January 1, April 1, July 1, or October 1, plus 1%.




For interest credited after January 1, 1997, such interest will be computed on the balance
owed to the Participant on the last day of the immediately preceding month at a rate equal
to the average Prime Rate of the 30 largest banks, as published in the Wall Street Journal
on the first business day of the applicable three-month period beginning either January 1,
April 1, July 1, or October 1. In the event of the discontinuance of the Treasury note
yield for any reason, interest will be credited at a similar rate as chosen by the Company.



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Gross pay generally means the basic compensation paid to an employee by the Company and
includes bonuses, miscellaneous benefit adjustments and any related tax allowance, military
pay and commissions; however, bonuses paid after a Participant terminates, other tax
allowances, suggestion awards, travel pay, relocation allowances, moving expense
reimbursements, or similar special payments will be excluded.



Article IV





	IV.	 	Payment






Payment of benefits under this Plan shall be made either upon the Participant’s termination
of employment from the Company or upon the Participant’s termination of employment from the
controlled group as defined in Article VII(B), in a single sum payment or in such other form
as may be approved by the Plan Administrator prior to the Participant’s termination of
employment with the Company. Termination of employment shall include but not be limited to
transfer, resignation or retirement from the Company, disability (as defined in section 72(m)
(7) of the Internal Revenue Code), or death. The balance of any benefit under this Plan not
paid at the employee’s termination of employment shall accrue interest at the rate provided
under Article III of this Deferred Compensation Plan until the entire balance has been paid.




Upon the death of a Participant before the payment of the entire balance of the Participant’s
benefit under this Plan, such remaining benefit shall be payable to the Participant’s
Beneficiary, as designated pursuant to Article VII(C), in full on or before the first day of
the third month following the date of the Participant’s death.




The Plan Administrator has the sole discretion to approve a payment of all or a part of a
Participant’s benefits under the Plan prior to the Participant’s termination of employment
for a financial emergency. The Plan Administrator may also approve a payment of all or a
part of the benefits payable to a Beneficiary under the Plan for a financial emergency. A
financial emergency is defined as an unanticipated emergency that is caused by an event
beyond the control of the Participant or Beneficiary and that would result in severe
financial hardship to the individual if the early payment were not permitted. All such
payments will be limited to the amount necessary to satisfy the



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financial emergency.




All payments of deferred compensation and the interest thereon shall be made in cash from the
general funds of the Company and no special or separate fund shall be established and no
other segregation of assets shall be made to
assure the payment of any deferred compensation. To the extent that any person acquires a
right to receive payments from the Company under this Plan, such right shall be no greater
than the right of an unsecured general creditor of the Company.



Article V





	V.	 	Administration of Deferred Compensation Plan






The Company has delegated its administrative authority hereunder to the person that it
designates as the Plan Administrator. The Plan Administrator shall have authority to control
and manage the operation and administration of the Deferred Compensation Plan, including all
rights and powers necessary or convenient to the carrying out of its functions hereunder.



Article VI





	VI.	 	Amendment or Termination





        A. Amendments and Termination




The Company in its sole discretion and through its Board of Directors may amend or
terminate this Plan at any time, but in no event shall such amendment or termination
adversely affect the benefits accrued to the Participants or Beneficiaries hereunder
prior to the effective date of such amendment or termination. Amendments may be made
prospectively or retroactively.




	 	   B.	 	Notice of Amendment or Termination






The Plan Administrator shall notify Participants or Beneficiaries of any amendment
affecting their benefits under the Plan or terminating the Plan within a reasonable
time after such action.



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Article VII





	VII.	 	Miscellaneous






	 	A.	 	No Guarantee of Employment, etc.






Neither the creation of the Deferred Compensation Plan nor anything contained herein
shall be construed as giving any Participant hereunder or other employees of the
Company any right to remain in the employ of the Company.




	 	B.	 	Rights of Participants and Beneficiaries






Payment of benefits hereunder to Participants or Beneficiaries shall be made only to
them and upon their personal receipts or endorsements, and there shall be no interest
in any benefits to be paid prospectively. Benefits hereunder or the expectation of
such benefits shall not be assignable by operation of law or otherwise, or be subject
in any manner to anticipation, alienation, sale, transfer, pledge, encumbrance, or to
reduction for the debts or defaults of such Participants or Beneficiaries whether to
the Company or to others. However, this Section B shall not apply to portions of
benefits applied at the direction of the person eligible to receive such benefits to
the premiums on post-retirement life or health insurance provided under any Company
program sponsored by a member of the controlled group, or to the withholding of taxes.




“Controlled group” means USX Corporation (USX) and any other corporation, trust or
estate, or partnership in which USX owns, either directly or indirectly, at least 80%
of either the voting stock, the total value of shares of all classes of stock, the
actuarial interest, the profits interest or capital interest.




In the case of mental incompetency of any person eligible to receive payment(s) under
the Plan, payments shall be made to the person or institution satisfying the Company as
to his, her or its right to receive payments for such eligible person.



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	 	C.	 	Designation of Beneficiary






Subject to any designation guidelines established by the Plan Administrator, each
Participant shall have the right at any time to designate, or to rescind or change such
designation of, a primary and a contingent Beneficiary to receive benefits payable in
the event of the Participant’s death. Such designation, or rescission or change of
designation, shall be made in writing and shall be filed with the Plan Administrator.
The designation shall be effective as of the date filed with the Plan Administrator and
shall be controlling over any disposition by will or otherwise. In the event that a
Participant fails to so designate any Beneficiary, or in the event there shall be no
Beneficiary so designated by such Participant living at the time of such Participant’s
death, then and in either of said events, any such benefits shall be paid out in lump
sum form to the person or persons comprising the first surviving class of the following
classes:

1. The Participant’s surviving spouse.




2. The Participant’s surviving children.




3. The Participant’s surviving parents.

4. The Participant’s surviving brothers and sisters.

5. The executor or administrator of the Participant’s estate.




	 	D.	 	No Requirement to Fund






No provisions in this Plan, either directly or indirectly, shall be construed to
require the Company to reserve, or otherwise set aside, funds for the payment of
benefits hereunder.




	 	E.	 	Controlling Law






To the extent not preempted by the laws of the United States of America, the laws of
the State of Ohio shall be the controlling state law in all matters relating to this
Plan and shall apply.



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	 	F.	 	Severability






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



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