EXXONMOBIL SUPPLEMENTAL PENSION PLAN (Including Key Employee Supplemental Pension Plan) Edition of March 1, 2000

Exhibit 10(iii)(c.2)

 

EXXONMOBIL SUPPLEMENTAL PENSION PLAN

 

(Including Key Employee Supplemental Pension Plan)

 

Edition of March 1, 2000

 

1. Purpose

 

The purpose of this Plan is to provide payments of equivalent value from the general assets of Exxon Mobil Corporation (“Corporation”) to those participants inthe ExxonMobil Pension Plan (“Pension Plan”) who, because of the application of United States Internal Revenue Code (“Code”) sections 415 and 401(a)(17), are precluded from receiving from Pension Plan funded assets all thepayments to which they would otherwise be entitled under the Pension Plan’s formula.

 

2. Benefits

 

2.1 Benefit Formula

 

  (A) In General

 

Except as provided in paragraph (B) below with respect to former Mobil employees, as defined in the ExxonMobil Common Provisions, (“Former MobilEmployees”), as to any Pension Plan participant eligible for payment under this Plan, the value of the payments under this Plan is an amount that when added to the normal form amount that can be paid to the participant from the PensionPlan’s qualified funded assets, produces a sum equal to the total normal form amount to which the participant would be entitled computed under the Pension Plan formula applicable to that participant disregarding any reductions, restrictions, orlimitations brought about by the application of Code sections 415 and 401(a)(17), reduced, but not below zero, by the following amounts:

 

1


  (1) the amount, if any, payable to the participant under the ExxonMobil Key Employee Supplemental Pension Plan, and

 

  (2) the amount, if any, payable to the participant under the ExxonMobil Key Employee Additional Payments Plan that is not applied as an offset against the participant’s benefitunder the ExxonMobil Additional Payments Plan.

 

Where relevant, this computation is performed after taking into account any entitlement the participant may have under the Overseas Contributory Annuity Plan.

 

  (B) Benefit Formula for Former Mobil Employee

 

The payments under this Plan for Former Mobil Employees who retire with eligibility for Incentive Pension Benefits under the ExxonMobil AdditionalPayments Plan shall be the amounts determined under paragraph (1) below and, if applicable, paragraph (2) below.

 

  (1) In General

 

The amount benefit determined under this paragraph (1) shall be the lesser of:

 

  (a) the amount of the person’s benefit otherwise determined under paragraph (A) above, or

 

  (b) the excess if any of the person’s Overall Benefit Objective as described in section 2.3(B) of the ExxonMobil Additional Payments Plan, over the sum of the person’s benefitunder the ExxonMobil Pension Plan (including any Pre-Social Security Benefit) and the person’s Incentive Pension Benefit and Nonqualified PSSP Benefit, if any, as determined under the ExxonMobil Additional Payments Plan.

 

  (2) Nonqualified PSSP Benefits

 

The amount of a person’s benefit determined under this paragraph (2) shall be the amount, if any, of any Nonqualified PSSP Benefit determined forsuch person under the terms of the ExxonMobil

 

2


Additional Payments Plan. Such Nonqualified PSSP Benefit shall be paid in accordance with the rules applicable to the payment of the Pre-Social SecurityPension benefit under the ExxonMobil Pension Plan.

 

2.2 Offsets for Other Pension Benefits

 

A person’s benefit determined under section 2.1 shall be offset, but not below zero, by any benefit payable to the person under (A) an offsettingpension that is not qualified under the terms of the U.S. Internal Revenue Code, (B) a separation payment offset, or (C) a non-U.S. governmental pension offset, as such terms are defined under the ExxonMobil Pension Plan.

 

2.3 Plan Administrator Discretion

 

The procedure for calculating the benefit for former Mobil employees under section 2.1 above, and for determining the application of the offsets for otherpension benefits under section 2.2 above, shall be determined in the sole and exclusive discretion of the Plan Administrator.

 

2.4 Benefits Payable On Account of Death

 

  (A) In General

 

In the event a portion of a pension death benefit or a “Career Annuity subject to deferred commencement that commences by reason of death” thatbecomes payable under the terms of the Pension Plan on account of the death of a participant cannot be paid to a beneficiary because of the application of Code sections 415 and 401(a)(17), compensating payments of equivalent value are provided tosuch beneficiary under this Plan, the exact nature and amounts of which shall be determined under a methodology established from time to time by the Plan Administrator. Specifically, the Plan Administrator may limit the amount of such payments toreflect the benefit formula applicable to Former Mobil Employees set out in section 2.1(B) above.

 

3


  (B) Excluded Benefits

 

Neither the Qualified Joint and Survivor Annuity payment option, nor the Surviving Spouse Annuity benefit, as such are provided for under the PensionPlan, are provided as benefits under this Plan.

 

3.Beneficiaries

 

3.1 Designation of Beneficiaries

 

A person may name one or more designated beneficiaries to receive the benefits payable under this Plan under section 2.2 above in the event of theperson’s death. Beneficiary designations shall be made in accordance with such procedures as the Plan Administrator may establish. Spousal consent to any designation is not required.

 

3.2 Default Beneficiaries

 

  (A) In General

 

If no specific designation is in effect, the deceased’s beneficiary is the person or persons in the first of the following classes of successivebeneficiaries living at the time of death of the deceased:

 

  (1) spouse;

 

  (2) children who survive the participant or who die before the participant leaving children of their own who survive the participant;

 

  (3) parents;

 

  (4) brothers and sisters who survive the participant or who die before the participant leaving children of their own who survive the participant.

 

If there are no members of any class of such beneficiaries, payment is madeto the deceased’s executors or administrators.

 

4


  (B) Allocation among Default Beneficiaries

 

If the same class of beneficiaries under paragraph (A) above contains two or more persons, they share equally, with further subdivision of such equalshares as next provided. In class (2), where a child dies before the participant leaving children who survive the participant, such child’s share is subdivided equally among those children. In class (4), where a brother or sister dies beforethe participant leaving children who survive the participant, such brother or sister’s share is subdivided equally among those children.

 

  (C) Definitions

 

For purposes of this section 3.2, “child” means a person’s son or daughter by legitimate blood relationship or legal adoption;“parent” means a person’s father or mother by legitimate blood relationship or legal adoption; “brother” or “sister” means another child of either or both of one’s parents.

 

4. Payment of Benefits

 

4.1 Commencement of Benefits

 

  (A) In General

 

Payments under this Plan occur at the same time as payments under the Pension Plan commence.

 

  (B) Reduction for Early Commencement

 

If payments under this Plan commence prior to the month in which the person reaches age 65, they are reduced by applying the early commencement factorsapplicable to the person under the Pension Plan. For all actuarial purposes, this monthly amount paid as a five-year certain life annuity is deemed the normal form amount.

 

5


4.2 Form of Payment

 

  (A) In General

 

Payments under this Plan other than payments to designated beneficiaries are made normally in the form of a five year certain life annuity, but, in thesole discretion of the Corporation, may be made in any other form, including a joint and survivor form, that is not greater than the actuarial equivalent of the normal form amount.

 

  (B) Actuarial Equivalence

 

For purposes of paragraph (A), actuarial equivalency is determined by the Plan Administrator using the factors used for comparable determinations underthe Pension Plan.

 

5. Miscellaneous

 

5.1 Administration of Plan

 

The Plan Administrator shall be the Manager, Executive Programs, Human Resources Department, Exxon Mobil Corporation. The Plan Administrator shall havethe right and authority to conclusively interpret this Plan for all purposes, including the determination of any person’s eligibility for benefits hereunder.

 

5.2 Nature of Payments

 

Payments provided under this Plan are considered general obligations of the Corporation.

 

5.3 Assignment or Alienation

 

Except as provided in section 5.5 below, payments provided under this Plan may not be assigned or otherwise alienated or pledged.

 

5.4 Amendment or Termination

 

The Corporation reserves the right to amend or terminate this Plan, in whole or in part, including the right at any time to reduce or eliminate anyaccrued benefits hereunder and to alter or amend the benefit formula set out herein.

 

6


5.5 Forfeiture of Benefits

 

No person shall be entitled to receive payments under this Plan and any payments received under this Plan shall be forfeited and returned if it isdetermined by the Corporation in its sole discretion, acting through its chief executive or such person or committee as the chief executive may designate, that a person otherwise entitled to a payment under this Plan or who has commenced receivingpayments under this Plan:

 

  (A) engaged in gross misconduct harmful to the Corporation,

 

  (B) committed a criminal violation harmful to the Corporation,

 

  (C) had concealed actions described in paragraph (A) or (B) above which would have brought about termination from employment thereby making the person ineligible for benefits under thisPlan,

 

  (D) terminated employment prior to attaining age 65 without having received from the Corporation or its delegatee prior written approval for such termination, given in the solediscretion of the Corporation or its delegatee and in the context of recognition that benefits under this Plan would not be forfeited upon such termination, or

 

  (E) had been terminated for cause.

 

7


EXXONMOBIL KEY EMPLOYEE SUPPLEMENTAL PENSION PLAN

 

K1. Purpose

 

This Plan provides payments from the general assets of Exxon Mobil Corporation(“Corporation”) to those persons who, as of December 31, 1993,

 

(A) were classified at level 36 or above,

 

(B) were age 50 and above, and

 

(C) were participants in the Annuity Plan of Exxon Corporation (“Annuity Plan”) and who, because of the application of United States Internal Revenue Code (“Code”)sections 415 and 401(a)(17), would have been precluded from receiving from Annuity Plan funded assets all the payments to which they would otherwise be entitled under the Annuity Plan’s formula.

 

This Plan expresses the Corporation’s commitment to provide such equivalent payments andsets forth the method for doing so.

 

K2. Benefits

 

K2.1 Benefit Formula

 

As to any participant eligible for payment under this Plan, the value of such payments shall be an amount that when added to the normal form amount thatcould have been paid to the participant from the Annuity Plan’s qualified funded assets, produces a sum equal to the total normal form amount to which the participant would have been entitled computed under the Annuity Plan formula applicableto that participant as of December 31, 1993, disregarding any reductions, restrictions, or limitations brought about by Code sections 415 and 401(a)(17). Where relevant, all computations will take into account any entitlement the participant mayhave under the Overseas Contributory Annuity Plan. A participant in this Plan shall have a non-forfeitable right to this amount.

 

8


K2.2 Benefit Payable On Account of Death

 

  (A) Death Benefit

 

In the event a pension death benefit is payable under the terms of the ExxonMobil Pension Plan (“Pension Plan”) on account of the death of aparticipant, a death benefit shall be payable under this Plan equal to the lump-sum value of the benefit that would have been payable under section K2.1 above to the participant if the participant had not died but had terminated employment and hadelected to commence his or her benefit as of the date of death.

 

  (B) Deferred Annuity Death Benefit

 

In the event a “Career Annuity subject to deferred commencement that commences by reason of death” is payable under the terms of the PensionPlan on account of the death of a participant, a similar benefit shall be payable under this Plan based on the benefit that would have been payable under section K2.1 above to the participant if the participant had not died.

 

  (C) Calculation Methodology

 

The exact nature and amounts of any benefit payable under paragraph (A) or (B) shall be determined under a methodology established from time to time bythe Plan Administrator.

 

  (D) Excluded Benefits

 

Specifically excluded from coverage and entitlement under this Plan are:

 

  (1) the legally mandated Qualified Joint and Survivor Annuity, and

 

  (2) the right to elect a Surviving Spouse Annuity

 

as such are established for married participants in the Pension Plan.

 

9


K3. Beneficiaries

 

K3.1 Designation of Beneficiaries

 

A person entitled to receive benefits under this Plan may name one or more designated beneficiaries to receive the benefits payable under this Plan undersection K2.2 above in the event of the person’s death in accordance with such procedures as the Plan Administrator may establish. Spousal consent to any designation in not required.

 

K3.2 Default Beneficiaries

 

  (A) In General

 

If no specific designation is in effect, the deceased’s beneficiary is the person or persons in the first of the following classes of successivebeneficiaries living at the time of death of the deceased:

 

  (1) spouse;

 

  (2) children who survive the participant or who die before the participant leaving children of their own who survive the participant;

 

  (3) parents;

 

  (4) brothers and sisters who survive the participant or who die before the participant leaving children of their own who survive the participant.

 

If there are no members of any class of such beneficiaries, payment is madeto the deceased’s executors or administrators.

 

  (B) Allocation among Default Beneficiaries

 

If the same class of beneficiaries under paragraph (A) above contains two or more persons, they share equally, with further subdivision of such equalshares as next provided. In class (2), where a child dies before the participant leaving children who survive the participant, such child’s share shall be subdivided equally among those children. In class (4), where a brother or sister diesbefore the participant leaving children who survive

 

10


the participant, such brother or sister’s share shall be subdivided equally among those children.

 

  (C) Definitions

 

For purposes of this section K3.2, “child” means a person’s son or daughter by legitimate blood relationship or legal adoption;“parent” means a person’s father or mother by legitimate blood relationship or legal adoption; “brother” or “sister” means another child of either or both of one’s parents.

 

K4. Payment of Benefits

 

K4.1 Commencement of Benefits

 

  (A) In General

 

Payments under this Plan occur at the same time as payments under the ExxonMobil Supplemental Pension Plan commence.

 

  (B) Reduction for Early Commencement

 

If payments under this Plan commence prior to the month in which the person reaches age 65, they are reduced by applying the early commencement factorsfor retirees set forth in the Pension Plan for a normal maturity age of 65. For all actuarial purposes, this monthly amount paid as a five-year certain life annuity is deemed the normal form amount.

 

K4.2 Form of Payment

 

  (A) In General

 

Payments under this Plan other than payments to designated beneficiaries are made normally in the form of a five year certain life annuity, but, in thesole discretion of the Corporation, may be made in any other form, including a joint and survivor form, that is not greater than the actuarial equivalent of the normal form amount.

 

11


  (B) Actuarial Equivalence

 

For purposes of paragraph (A), actuarial equivalency is determined by the Plan Administrator using the factors used for comparable determinations underthe Pension Plan.

 

K5. Miscellaneous

 

K5.1 Administration of Plan

 

The Plan Administrator shall be the Manager, Executive Programs, Human Resources Department, ExxonMobil Corporation. The Plan Administrator shall have theright and authority to conclusively interpret this Plan for all purposes, including the determination of any person’s eligibility for benefits hereunder.

 

K5.2 Nature of Payments

 

Payments provided under this Plan shall be considered general obligations of the Corporation.

 

K5.3 Assignment or Alienation

 

Payments provided under this Plan may not be assigned or otherwise alienated or pledged.

 

K5.4 Amendment or Termination

 

The Corporation reserves the right to amend or terminate this Plan, in whole or in part, so long as the amendment does not deprive any person of thenon-forfeitable right to benefits specifically granted in this Plan.

 

12