EXHIBIT 10(iii)(c.2)


 


EXXONMOBIL
SUPPLEMENTAL PENSION PLAN


(Including
Key Employee Supplemental Pension Plan)


 


 


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 in the 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
the payments 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 Mobil Employees”), 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 Pension Plan'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, or
limitations brought about by the application of Code sections 415 and
401(a)(17), reduced, but not below zero, by the following amounts:


(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 benefit under 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.  The
resulting benefit is expressed in the form of a monthly five-year-certain and
life annuity for the life of the participant commencing at the participant’s
age 65 (“Normal Retirement Age”).


(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 Additional Payments 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
benefit under 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,


expressed in the form
of a monthly five-year-certain and life annuity for the life of the participant
commencing at the participant’s Normal Retirement Age. 


(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 for such person under the
terms of the ExxonMobil Additional Payments 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 offsetting pension 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.









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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 other pension benefits under
section 2.2 above, shall be determined in the sole and exclusive discretion of
the Plan Administrator.


 


 


3. Payment of Benefits


 


3.1          Timing of Payment


(A)          In
General


Except as provided in
paragraph (B) or (C) below, payment of the benefit described in article 2 above
shall occur as soon as practicable following the later to occur of the
following:


(1)           the
person’s termination of employment or retirement from ExxonMobil;


(2)           in the
case of a person who, immediately prior to his or her termination or
retirement, has a Classification Level of 36 or above (“Key Employee”), the
six-month anniversary of the person’s termination of employment or retirement;


(B)          Retirement
Prior to Age 55


In the case of a
person who retires from ExxonMobil on account of long-term disability prior to
the first of the month in which the person attains age 55, payment of the
benefit described in article 2 above shall occur on the first of the month in
which the person attains age 55, or as soon as practicable thereafter.


(C)          Termination
Prior to Age 50


In the case of a
person who terminates employment from ExxonMobil prior to the first of the
month in which the person attains age 50, payment of the benefit described in
article 2 above shall occur on the first of the month in which the person
attains age 50, or as soon as practicable thereafter. 


 


3.2          Reduction for Early Commencement


If payments under
this Plan commence prior to the month in which the person reaches Normal
Retirement Age, they are reduced by applying the early commencement factors
specified under the Pension Plan for a benefit commencing at the person’s then
age.  


 


3.3          Form of Payment


Payment of the
benefit described in article 2 above shall be made in a lump sum that is the
actuarial equivalent of the five-year-certain and life annuity calculated under
section 2.1(A) or 2.1(B)(1) or the actuarial equivalent of the PSSP benefit
calculated under 2.1(B)(2).  For this purpose, actuarial equivalence shall
be determined by the Plan Administrator using the factors and procedures that
are used for the calculation of the lump-sum payment option under the Pension
Plan.


 


3.4          Adjustment for Key Employees


If payment of a Key
Employee’s benefit is delayed for six months following termination or
retirement because of the requirement set out in section 3.1(A)(2) above, then
instead of the lump-sum benefit calculated under section 3.3 above, the person
shall receive a lump-sum benefit equal to the greater of the following:


(A)          The
lump-sum payment that would otherwise have been calculated for the person under
section 3.3 above as if he were not a Key Employee, based on the payment date
that would have applied to the individual if he were not a Key employee and on
the actuarial factors applicable as of such date under the ExxonMobil Pension
Plan, plus interest for the period of delayed payment; or


(B)          A lump-sum
that is the actuarial equivalent of the person’s five-year-certain and life
annuity calculated as of the delayed payment date and using the actuarial
factors applicable as of the six-month anniversary of the person’s retirement
date.


Interest shall be credited
under paragraph (A) above, at a rate equal to the Citibank prime lending rate
in effect on the date the person separates from employment.


 












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4. Death Benefit


 


4.1          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” that becomes payable under the
terms of the Pension Plan on account of the death of a participant cannot be
paid from the Pension Plan because of the application of Code sections 415 and
401(a)(17), a lump-sum death benefit of equivalent value shall be paid to the
participant’s beneficiary (as determined under section 4.2 below) under this
Plan.  For this purpose, equivalent value shall be determined by the Plan
Administrator using the factors and procedures that are used for the
calculation of similar benefits under the Pension Plan.


(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 Pension Plan, are provided as
benefits under this Plan.


 


4.2          Designation of Beneficiaries


(A)          In
General


A person may name one
or more designated beneficiaries to receive the benefits payable under this
Plan under section 4.1 above 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.









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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 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 Normal Retirement Age 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.


 


 


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 and sets 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 that could 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 applicable to 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 may have under the Overseas Contributory Annuity Plan.  A
participant in this Plan shall have a non-forfeitable right to this amount.


 


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 a participant, 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 had elected to
commence his or her benefit as of the date of death. 












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(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 Pension Plan 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 by the 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.


 


 


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 under section 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 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 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 factors for 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.  












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K4.2       Form of Payment


Payments under this
Plan shall be made in the form of a lump sum that is the actuarial equivalent
of the five-year-certain and life annuity in which the normal form of benefit
is expressed.  For this purpose, actuarial equivalency shall be determined
by the Plan Administrator using the factors used for comparable determinations
under the Pension Plan.


 


 


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
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 the non-forfeitable right
to benefits specifically granted in this Plan.


 











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