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AMENDMENT TO
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
I N T R O D U C T I O N
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This Amendment is entered into this 10th day of October, 2000, between
CALIFORNIA STEEL INDUSTRIES, INC., a Delaware corporation ("company") and JAMES
E. DECLUSIN ("Executive") (sometimes collectively referred to herein as the
"Parties").
R E C I T A L S
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WHEREAS, Executive has been employed by Company since September 4,
1984;
WHEREAS, effective August 7, 1998, the Parties entered into an
agreement entitled Supplemental Executive Retirement Plan ("Agreement") whereby
Company agreed to provide supplemental compensation to Executive in order to
induce Executive to remain in its employ until retirement;
WHEREAS, the Parties now desire to amend the Agreement to provide for
the distribution of Executive's retirement benefit provided for under the
Agreement in a lump sum payment.
NOW, THEREFORE, it is mutually agreed by the Parties that the
Agreement shall be amended as follows:
A M E N D M E N T
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Paragraph (3) is amended in its entirety to read as follows:
(3) Following the voluntary retirement of Executive as of October 31,
2000, the Company shall pay to Executive a retirement benefit which is equal to
the value of the amount set forth in subparagraph (a) below:
(a) The retirement benefit shall equal a monthly benefit for 180
months, commencing the first day of the month following the date of such
retirement. The monthly benefit value will be one-twelfth of the product of 2.5%
times the number of years of Executive's employment relationship with the
Company, limited to 16 years, times Executive's "average annual total
compensation," times the vested percent, as defined in Section (4) hereof. The
term "average annual total compensation" means the average of the Executive's
Salary plus Executive's Short Term Incentive during his highest three (3) years
during Executive's employment with the Company.
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(i) For purposes of calculating "average annual total
compensation" Executive's Salary during 2000 shall be considered a full
calendar year of salary totaling Two Hundred Eighty-Two Thousand Dollars
($282,000.00). However, in calculating Executive's Short Term Incentive
distribution for Year 2000 (payable, if earned, during Year 2001) the
amount shall be prorated to the date of retirement and shall not be based
on the entire calendar year.
(b) The form of payment which will be made to the Executive of
the benefit amount set forth in subparagraph (a) shall be a single, lump sum
distribution of $2,059,270.00 (two million fifty-nine thousand two hundred and
seventy dollars). This amount represents the present value of the retirement
benefit set forth above, as determined by Company in a survey of discount rates
used for similar retirement payments. This payment, less applicable payroll
taxes, will be paid to Executive effective November 10, 2000.
EXCEPT AS OTHERWISE provided herein, all the terms and conditions of
the trust shall remain in full force and effect.
IN WITNESS WHEREOF, the Parties have has caused this Amendment to be
executed this 10th day of October, 2000.
Executive: Company:
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CALIFORNIA STEEL INDUSTRIES, INC.
/s/ James E. Declusin By: /s/ C. Lourenco Goncalves
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JAMES E. DECLUSIN C. LOURENCO GONCALVES
PRESIDENT & CEO
Witness:
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By: /s/ Brett J. Guge
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BRETT J. GUGE
VICE PRESIDENT & SECRETARY
/s/ [ILLEGIBLE]^^ (SEAL)
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SERP Amendment Page 2
