Excess Benefit Plan

EXCESS BENEFIT PLAN
OF
BETHLEHEM STEEL CORPORATION
AND SUBSIDIARY COMPANIES,
EFFECTIVE JANUARY 1, 1983
AS AMENDED THROUGH SEPTEMBER 20, 1995


WHEREAS, Section 415 of the Internal Revenue Code, as amended by the Tax Equity and Fiscal Responsibility Act of 1982 ("TEFRA") and the Tax Reform Act of 1986 ("TRA"), imposes limitations (the "Section 415 Limitations") on the benefits and contributions under qualified plans, such as the Pension Plan of Bethlehem Steel Corporation and Subsidiary Companies and the Bethlehem Railroad Subsidiaries Pension Plan (collectively and individually, the "Pension Plan") and the Savings Plan for Salaried Employees of Bethlehem Steel Corporation and Subsidiary Companies (the "Savings Plan"), and the Section 415 Limitations include an aggregate limitation (the "Aggregate Limitation") for any individual who participates in both a defined benefit plan and a defined contribution plan of the same employer; and


WHEREAS, the Pension Plan has been amended to reflect the Section 415 Limitations as amended by TEFRA and TRA and the Pension Plan amendments provide that benefits under the Pension Plan shall be limited by the amended Aggregate Limitation so as not to reduce contributions to the Savings Plan; and


WHEREAS, Bethlehem Steel Corporation ("Bethlehem") desires, subject to the limitations set forth herein, that all employees and former employees (and co- pensioners and surviving spouses) receive retirement benefits of the same amount (subject to certain limitations) they would have received under the Pension Plan were it not for the Pension


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Plan provisions, as amended from time to time, that impose the Section 415 Limitations (the "Section 415 Limitations Provisions").


NOW, THEREFORE, in consideration of past and future services of affected employees, Bethlehem agrees to be legally bound as follows:


1. Whenever used herein:


(a) "Employee" means any person who at any time after December 31, 1982,
but before the termination of this Excess Benefit Plan ("Plan"), was an
active employee of Bethlehem or any other Employing Company, as such term is
defined in the Pension Plan, which shall have adopted this Plan and while so
employed was a participant in the Pension Plan.


(b) "Lump-Sum Payment" means a payment to an Employee pursuant to the
provisions of paragraph 3 hereof in an amount equal to the sum of that
portion of the special payment that would otherwise be Payable to such
Employee under paragraph 2 hereof and the equivalent actuarial value, as
determined by the Board or any Committee of the Board to which it may
delegate its powers under this Plan, of the amounts which would otherwise
become payable to such Employee or to the co-pensioner or surviving spouse
of such Employee, as the case may be, under said paragraph 2.


(c) "Partial Lump-Sum Payment" means a payment to an Employee pursuant
to the provisions of paragraph 3 hereof, in an amount equal to the


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sum of that portion of the special payment that would otherwise be payable
to such Employee under paragraph 2 hereof and the equivalent actuarial
value, as determined by the Board or any Committee of the Board to which it
may delegate its powers under this Plan, of the amounts which would
otherwise become payable to such Employee under said paragraph 2.


(d) "Periodic Payments" means payme ...