<PAGE>
EXHIBIT 10.2
AMENDMENT
---------
TO
--
OGLEBAY NORTON COMPANY
----------------------
SPECIAL SUPPLEMENTAL RETIREMENT PLAN
------------------------------------
WHEREAS, OGLEBAY NORTON COMPANY ("Oglebay") adopted the Special
Supplemental Retirement Plan (the "Special Plan") for the benefit of JOHN N.
LAUER ("Lauer"), effective December 17, 1997, as contemplated by the Employment
Agreement, effective December 17, 1997, entered into between Oglebay and Lauer
(the "Employment Agreement"); and
WHEREAS, Oglebay and Lauer wish to amend the terms of the Special Plan
to provide for the availability of certain additional benefits to Lauer in the
event of a Change of Control, as defined below, subject to the terms and
conditions set forth herein.
NOW, THEREFORE, Oglebay and Lauer hereby agree to amend the Special
Plan by adding thereto a new provision as Section 9 thereof to provide as
follows:
9. Change of Control.
(a) "Change of Control" shall have the meaning ascribed to such term
under Section 14.6 of the Employment Agreement, and a Change of Control
shall be deemed to have occurred for the purposes of the Special Plan under
the circumstances set forth in, and subject to the terms and conditions of,
such Section 14.6. In the event of the occurrence of a Change of Control,
and the termination by Lauer of his employment with Oglebay pursuant to
Section 5.6 of the Employment Agreement, Lauer shall be eligible for the
Enhanced Benefit, as defined in, and pursuant to the terms and conditions
set forth in, paragraph (b) of this Section 9.
(b) The "Enhanced Benefit" shall mean a retirement benefit in an
amount determined otherwise in accordance with Section 2 of the Special
Plan, provided that Lauer shall be (i) credited for benefit accrual
purposes with the greater of five years of service or the actual number of
years of service with which he is otherwise credited under the terms of the
Salaried Plan and (ii) deemed to have a vested and non-forfeitable right to
the benefit so determined under clause (i), subject to Section 5 and
Section 6 of the Special Plan. The Enhanced Benefit shall be payable to
Lauer in lieu of, and not in addition to, any other benefit payable
pursuant to Section 2 of the Special Plan, and only upon Lauer's
termination under the circumstances described in paragraph (a) of this
Section 9. The Enhanced Benefit shall be paid, not more than thirty days
following Lauer's termination of employment, in the form of a single lump
sum amount, the present value of which shall be determined by application
of the GATT Actuarial Factors, as defined in paragraph (c) of this Section
9. The lump sum form of payment shall be available to Lauer only with
respect to the Enhanced Benefit and shall be in lieu of any
<PAGE>
other optional form of payment which would otherwise be available pursuant
to Section 3 of the Special Plan.
(c) "GATT Actuarial Factors" shall mean the GATT Mortality Table and
the Treasury Rate. The "GATT Mortality Table" shall mean the mortality
table based on the prevailing commissioners' standard table (described in
Section 807(d)(5)(A) of the Internal Revenue Code) used to determine
reserves for group annuity contracts issued on the date as of which the
actuarially equivalent lump sum amount is determined (without regard to any
other subparagraph of Section 807(d)(5) of the Internal Revenue Code), that
is prescribed by the Commissioner of the Internal Revenue Service in
revenue rulings, notices, or other guidance published in the Internal
Revenue Bulletin. The Treasury Rate shall mean the annual interest rate on
30-year Treasury Securities determined as of the time set forth under the
Salaried Plan for establishing the applicable interest rate for calculating
actuarially equivalent benefits to be distributed on the date the lump sum
payment of the Enhanced Benefit is made.
IN WITNESS WHEREOF, Oglebay and Lauer have executed this Amendment to
Oglebay Norton Company Special Supplemental Retirement Plan, Oglebay by the duly
authorized Chairman of the Compensation, Organization and Governance Committee
of its Board of Directors, as of the 30th day of June, 2000.
OGLEBAY NORTON COMPANY
By /s/ Albert C. Bersticker
-------------------------------
Albert C. Bersticker, Chairman
Compensation, Organization and
Governance Committee
/s/ John N. Lauer
-------------------------------
John N. Lauer
