EXHIBIT 10(iii)(c.1)


 


EXXONMOBIL SUPPLEMENTAL SAVINGS PLAN


(including Key Employee Supplemental
Savings Plan)


 


 


1. Purpose 


 


The purpose of this Plan is to provide a
payment of approximately equivalent value from the general assets of Exxon
Mobil Corporation (“Corporation”) to a person participating in the ExxonMobil
Savings Plan (“Savings Plan”) who, because of the application of United States
Internal Revenue Code (“Code”) sections 415 and 401(a)(17) is precluded from
receiving employer contributions to the person's Savings Plan account to which
the person would otherwise be entitled.


 


 


2. Benefits 


 


2.1          Benefit Formula


(A)          In
General


As to any specific Savings Plan participant the total amount of
payment under this Plan is an amount that is in general determined by
notionally crediting on a monthly basis the amount of employer contributions
that cannot be made to the Savings Plan for that person as a result of
application to that person of Code sections 415 and 401(a)(17); except that,
for those persons who, as of December 31, 1993, are classified at level 36 and
are age 50 and above, only notional employer contributions made after such date
are taken into account.  This amount is enhanced in each instance by 120
percent of the long-term Applicable Federal Rate, compounded monthly, as of the
last month of each calendar quarter as published by the Internal Revenue
Service, and is then reduced, but not below zero, by the amount, if any, of the
actuarial lump-sum value of the amount payable to the participant under the
ExxonMobil Key Employee Additional Payments Plan that is not applied as an
offset against the participant's benefit under the ExxonMobil Additional
Payments Plan or the ExxonMobil Supplemental Pension Plan.  For this
purpose, the actuarial lump-sum value shall be determined using the mortality
and interest rate assumptions set out in the ExxonMobil Pension Accounts Instrument.


(B)          Notional Interest Rate for Key Employees after
Termination or Retirement


As to a participant who, immediately prior to his or her
termination or retirement, has a Classification Level of 36 or above (“Key
Employee”), "120 percent of the long-term Applicable Federal Rate,
compounded monthly, as of the last month of each calendar quarter as published
by the Internal Revenue Service" in paragraph (A) above shall be replaced
with "Citibank Prime Lending Rate as of the last business day of each
calendar quarter" for the period between date of termination or retirement
and date of payment. 


 


2.2          Calculation Methodology


The exact methodology used in determining such monthly credits and
interest thereon will be established from time to time by the Plan Administrator.
 General guidelines to be followed are: 


(A)          Required
Participant Contributions


To the extent determined by those administering this Plan, a
person is required to make regular employee contributions to the person's
Savings Plan account up to the maximum permitted by the Code to receive credits
under this Plan.


(B)          Discretionary
Employee Contributions


Prior to July 1, 2002, a person may not enhance the amounts
credited under this Plan by making discretionary employee contributions to the
person's Savings Plan account.


 


 


3. Payment of Benefits


 


Payment of the benefit determined under
article 2 above shall be made in a lump sum as soon as practicable following
the latest of the following times:


(A)          the participant’s termination
of employment or retirement from ExxonMobil;


(B)          In the case of a Key
Employee, the six-month anniversary of the participant's termination of
employment or retirement; 


(C)          In the case of a participant
whose Savings Plan account is transferred to a savings plan sponsored by
Infineum USA Inc. or any of its affiliates ("Infineum"), the
participant’s termination of employment from Infineum; or









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(D)          In the case of a participant
whose Savings Plan account is transferred to a savings plan sponsored by
Tenneco, Inc. or any of its affiliates ("Tenneco"), the participant’s
termination of employment from Tenneco.


 


4. Payment Upon Death


 


4.1          In General


If a person dies before his benefit under this Plan is distributed
to him, then such benefit shall be distributed as soon as practicable after
death to the person’s beneficiary determined under section 4.2 below.


 


4.2          Designation of Beneficiaries


(A)          In
General


A person entitled to receive a payment under this Plan may name
one or more designated beneficiaries to receive such payment in the event of
the person'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.


(B)          Default
Beneficiaries


(1)           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
successive beneficiaries living at the time of death of the deceased:


(a)           spouse;


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


(c)           parents;


(d)           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 made to the deceased’s executors or administrators.


(2)           Allocation
among Default Beneficiaries


If the same class of beneficiaries under paragraph (1) above
contains two or more persons, they share equally, with further subdivision of
such equal shares as next provided.  In class (b), 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 (d),
where a brother or sister dies before the participant leaving children who
survive the participant, such brother or sister's share is subdivided equally
among those children.


(3)           Definitions 


For purposes of this Section 4.2, "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.


 


 


5. Miscellaneous 


 


5.1          Administration of Plan


The Plan Administrator shall be the Manager, Compensation, Benefit
Plans and Policies, Human Resources Department, Exxon Mobil Corporation.
 The Plan Administrator shall have the right and authority to conclusively
interpret this Plan for all purposes, including the determination of any
person’s eligibility for benefits hereunder and the resolution of any and all
appeals relating to claims by participants or beneficiaries, with any such
interpretation being conclusive for all participants and beneficiaries.


 


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.












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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 any accrued benefits hereunder and to alter or amend the benefit
formula set out herein.


 


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
is determined 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 receiving payments 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 this Plan, 


(D)          separated from service prior
to attaining age 65 without having received from the Corporation or its
delegatee prior written approval for such termination, given in the sole
discretion 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.


 


 


EXXONMOBIL KEY
EMPLOYEE SUPPLEMENTAL SAVINGS PLAN


 


K1. Purpose 


 


This Plan provides a payment from the
general assets of Exxon Mobil Corporation (“Corporation”) to a person who, as
of December 31, 1993,


(A)          was classified at level 36 or above, 


(B)          was age 50 or above,


(C)          was a participant in the
Thrift Plan of Exxon Corporation (“Thrift Plan”), and


(D)          had been precluded from
receiving employer contributions to the person's account within the Thrift Plan
to which the person would otherwise be entitled, because of the application of
United States Internal Revenue Code (“Code”) sections 415 and 401(a)(17).


This plan expresses the Corporation's
commitment to make such a payment at the time payment is made to the
participant under the ExxonMobil Supplemental Savings Plan, and sets forth the
method for doing so.


 


 


K2. Benefits 


 


K2.1       Benefit Formula


(A)          In General


As to a participant, the total amount of payment under this Plan
shall be an amount that has been in general determined by notionally crediting
on a monthly basis the amount of employer contributions that could not have
been made to the Thrift Plan account of that person as a result of application
to that person of Code sections 415 and 401(a)(17) from the date the person
otherwise would have been an eligible participant in the Exxon Supplemental
Thrift Plan until December 30, 1993. This amount shall be enhanced in each
instance by 120 percent of the long-term Applicable Federal Rate, compounded
monthly, as of the last month of each calendar quarter as published by the
Internal Revenue Service.  A participant in this Plan shall have a non-forfeitable
right to this amount credited as of December 31, 1993 plus all enhancements.


(B)          Notional Interest Rate for Key Employees after
Termination or Retirement


As to a participant who, immediately prior to his or her
termination or retirement, has a Classification Level of 36 or above, "120
percent of the long-term Applicable Federal Rate, compounded monthly, as of the
last month of each calendar quarter as published by the Internal Revenue
Service" in paragraph (A) above shall be replaced with "Citibank
Prime Lending Rate as of the last business day of each calendar quarter"
for the period between date of termination or retirement and date of payment.


 


K2.2       Calculation Methodology


The exact methodology for such notional credits and interest
thereon shall be determined by the Plan Administrator.  


 


 









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K3. Payment
of Benefits


 


K3.1       Form of Payment


Payments under this Plan are made in the form of a lump sum single
payment.


 


K3.2       Timing of Payment


Payment shall be made under this Plan at the same time as payment
is made to the participant under the ExxonMobil Supplemental Savings Plan.


 


 


K4. Beneficiaries 


 


K4.1       Designation of Beneficiaries


A person entitled to receive a payment under this Plan may name
one or more designees to receive such payment in the event of the person'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.  


 


K4.2       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
successive beneficiaries 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 made to 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 equal shares 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 dies before the participant leaving children who
survive the participant, such brother or sister's share shall be subdivided
equally among those children.


(C)          Definitions 


For purposes of this Section K4.2, "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.


 


 


K5. Miscellaneous 


 


K5.1       Administration of Plan


The Plan Administrator shall be the Manager, Compensation, Benefit
Plans and Policies, Human Resources Department, ExxonMobil Corporation.
 The Plan Administrator shall have the right and authority to conclusively
interpret this Plan for all purposes, including the determination of any
person’s eligibility for benefits hereunder and the resolution of any and all
appeals relating to claims by participants or beneficiaries, with any such
interpretation being conclusive for all participants and beneficiaries.


 


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 may at any time amend or terminate this Plan, in
whole or in part, so long as the amendment does not deprive any person of the
non-forfeitable right to benefits specifically granted in this Plan.


 











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