exv10w29



 






Exhibit 10.29




MARATHON PETROLEUM COMPANY LLC




EXCESS BENEFIT PLAN




Amended and Restated as of




January 1, 2006




 









 





EXCESS BENEFIT PLAN




ARTICLE I





	I.	 	Purpose






The Marathon Oil Company Excess Benefit Plan was established February 5, 1976 and has been
amended from time to time. Its stated purpose is to compensate employees for the loss of
benefits under the Retirement Plan of Marathon Oil Company and the Marathon Oil Company
Thrift Plan that occur due to limitations placed by the Internal Revenue code (IRC) on
benefits payable and contributions permitted under qualified plans. These limitations
include IRC Section 415, IRC Section 401(k), IRC Section 401(m), IRC Section 402(g), and IRC
Section 401(a)(17).




On January 1, 1998, Marathon Oil Company and Ashland Petroleum Inc. entered into a joint
venture, called Marathon Ashland Petroleum LLC (“MAPLLC”). As a result of the formation of
the joint venture and the transfer of a significant number of Marathon employees to MAPLLC,
on April 1, 1998 a portion of the Marathon Oil Company Retirement Plan was spun off to
create the Marathon Ashland Petroleum LLC Retirement Plan (“Retirement Plan”). Consistent
with that action and pursuant to the agreement of the parties, Excess Retirement Benefits
and Excess Thrift Benefits under the Marathon Oil Company Excess Benefit Plan for employees
who transferred to MAPLLC during the 1998 calendar year were spun-off to create the Marathon
Ashland Petroleum LLC Excess Benefit Plan. Any elections in effect under the Marathon Oil
Company Excess Benefit Plan (such as beneficiary designations or Group I employee elections,
etc.) continue to apply under the MAPLLC Excess Benefit Plan, until and unless changed. The
terms and conditions of this MAPLLC Excess Benefit Plan are substantially the same as the
terms and conditions of the Marathon Excess Benefit Plan.




Effective September 1, 2005, Marathon Ashland Petroleum LLC changed its name to Marathon
Petroleum Company LLC (“MPC” or “the Company”). Therefore, “MAP” has been replaced with
“MPC” throughout this document, and all references to MPC are one and the same with respect
to previous references to MAP. The name change from MAP to MPC does not affect any benefits
under this Plan.




Effective January 1, 2006, this Excess Benefit Plan is restated to incorporate prior
amendments.




This Excess Benefit Plan sets forth the terms and conditions under which benefits were
designed to compensate employees for the aforementioned losses of benefits shall be accrued
and paid by the Company.



ARTICLE II





	II.	 	Eligibility





 









 






The following individuals are eligible to accrue Excess Benefit Plan benefits:




	 	A.	 	Every individual who qualifies for a benefit under the terms of the Retirement
Plan and whose benefit as determined under Article V, Section A, or B and C, of the
Retirement Plan is reduced by any of the following limitations:






	 	1.	 	IRC Section 415; or
	 
	 	2.	 	The annual compensation limit as set forth under IRC Section
401(a)(17).






	 	B.	 	Every individual who participates in the Marathon Oil Company Thrift Plan
(“Thrift Plan”) and who (i) has potential contributions to the Thrift Plan limited by
IRC requirements to a point which precludes the individual’s receipt of the maximum
matching Company Contributions provided under Article VI of the Thrift Plan; (ii) is
limited by IRC requirements to making contributions to the Plan at a percentage that
is less than their elected contribution percentage; and (iii) continues to make
After-Tax and MSP Contributions to the Thrift Plan at the maximum rate as limited by
the IRC requirements.






As used in this Section B, the term “IRC requirements” includes, and is limited to,
the following requirements:




	 	1.	 	IRC Section 415;
	 
	 	2.	 	IRC Section 401(k) (Actual Deferral Percentage test) and IRC
Section 401(m) (Actual Contribution Percentage test);
	 
	 	3.	 	The IRC Section 402(g) annual dollar limitation on MSP
contributions; or
	 
	 	4.	 	The annual compensation limit as set forth under IRC Section
401(a)(17).






	 	C.	 	Each Officer of MPC (limited to Officers in Grade 18 and above) who is limited
to contributing an amount to their MSP account which is less than the maximum
potential amount of contributions that could be matched by Company Contributions under
the Thrift Plan (i) because of the results of the Actual Deferral Percentage test, or
(ii) because of the attainment of the annual dollar limitation on MSP contributions;
and who:






	 	1.	 	continues to contribute their maximum permissible amount to the
MSP Account as determined under the Thrift Plan; and
	 
	 	2.	 	is not suspended from making After-Tax Contributions under the
terms of the Thrift Plan.






Effective January 1, 2006, any Excess Thrift accruals for employees eligible for the
Marathon Petroleum Company Deferred Compensation Plan shall accrue under the Deferred
Compensation Plan rather than the MPC Excess Plan, regardless of whether the eligible
employee elects to participate in the Deferred Compensation Plan;




Every individual who is eligible to receive benefits under this Excess Benefit Plan by
reason of their active employment with the Company shall be known as a Participant.



 









 






Every individual who becomes eligible to receive benefits under this Excess Benefit Plan in
the event of the death of a Participant shall be known as a Beneficiary. The Beneficiary
of a Participant under this Excess Benefit Plan shall be such Beneficiary as may be
provided under Article VI, Section B of this Plan.



ARTICLE III





	III.	 	Excess Retirement and Thrift Benefits






	 	A.	 	Amount of Excess Retirement Benefit






The amount of Excess Retirement Benefit which a Participant or Beneficiary is
entitled to shall be equal to the excess of (1) over (2) below:




	 	(1)	 	The amount of benefit which such Participant or Beneficiary
would be entitled to receive under the Retirement Plan if such benefit were
computed without giving effect to the limitations referenced under Article II,
Section A of this Plan and including elected deferred compensation
contributions as permitted under the Marathon Petroleum Company LLC Deferred
Compensation Plan; less
	 
	 	(2)	 	The amount of benefit which such Participant or Beneficiary is
entitled to receive under the Retirement Plan.






Each Officer of MPC in Grade 18 and above shall be entitled to an additional Excess
Retirement Benefit equal to the difference between (3) and (4) below:




	 	(3)	 	An amount calculated under the Retirement Plan benefit formula,
without regard to any IRC-mandated limitations and including elected deferred
compensation contributions as permitted under the Marathon Petroleum Company
LLC Deferred Compensation Plan, and substituting the following Final Average
Pay (FAP) definition for the definition of “Final Average Pay” contained in the
Retirement Plan:






Final Average Pay shall be the highest pay, excluding bonuses, of a
member for any consecutive 36-month period during the last ten years
of employment plus the highest three bonuses paid out of the
last 10 years (not necessarily consecutive), divided by 36.




	 	(4)	 	An amount as normally determined under the Retirement Plan, plus
any retirement benefit otherwise payable under the Excess Benefit Plan (i.e.,
exclusive of any benefits attributable to the calculation in (3) above).






	 	B.	 	Amount of Excess Thrift Benefit






The amount of Excess Thrift Benefit which a Participant or Beneficiary is entitled
to receive shall be equal to the sum of the excess of (1) over (2) below



 









 







for each calendar year accumulated with interest to date of payment at the “Cash
With Interest” rate provided under Article VIII of the Thrift Plan:




	 	1.	 	The amount of Company Contributions under Article VI of the
Thrift Plan that would have been credited to the Participant’s Thrift Plan
account if the limitations referenced under Article II, Section B and C of this
Plan were not given effect for such year; less
	 
	 	2.	 	The amount of Company Contributions actually credited to the
Participant’s account in such year.






If the “Cash With Interest” rate becomes unavailable for any reason, the Company
shall, at its sole discretion, substitute a similar interest rate which will be
applicable for time periods thereafter.




	 	C.	 	Payment of Excess Benefits






Payment of Excess Benefits shall be accomplished by means of unfunded payments
directly from the Company.




Participants and Beneficiaries must commence their Excess Retirement Benefits
following the participant’s separation from service (in accordance with the
distribution rules approved by the Plan Administrator) regardless of whether they
have commenced benefits under the qualified Retirement Plan. A Participant must be
vested under the Retirement Plan in order for an Excess Retirement Benefit to be
payable. The amount of any lump sum payment hereunder shall be determined by using
the same factors and assumptions which would be used by the Retirement Plan for such
Participant or Beneficiary at the time the form of payment is calculated. In the
event a participant has not made a distribution election, their Excess Retirement
Benefit will be distributed as a lump sum.




Excess Thrift Benefits shall be paid only to Participants who are fully vested under
the Thrift Plan or to their Beneficiaries. Payment of Excess Benefits shall be made
in a single sum payment upon the Participant’s termination of employment from the
Company or in such other manner as may be approved by the Plan Administrator prior
to the Participant’s termination of employment. The balance of any Excess Thrift
Benefit not paid at the Participant’s retirement or termination of employment shall
accrue interest at the “Cash With Interest” rate provided under Article VIII of the
Thrift Plan until the entire balance has been paid. If the “Cash With Interest”
rate becomes unavailable for any reason, the Company shall, at its sole discretion,
substitute a similar interest rate which will be applicable for time periods
thereafter.




Employees reassigned to the Pilot Travel Center LLC will be permitted to continue to
maintain their account, with no distribution required or permitted solely due to the
reassignment to Pilot.



 









 





ARTICLE IV





	IV.	 	Administration of Excess Benefit Plan






The Company has delegated its administrative authority hereunder to the Plan Administrator
of the Retirement Plan or their successor. The Plan Administrator shall have the authority
to control and manage the operation and administration of the Excess Benefit Plan,
including all rights and powers necessary or convenient to the carrying out of its
functions hereunder. The Plan Administrator has the authority to appoint Assistant Plan
Administrators as may be deemed necessary.



ARTICLE V





	V.	 	Amendment or Termination






	 	A.	 	Amendments and Termination






The Company, in its sole discretion, may amend or terminate this Excess Benefit Plan
at any time, but in no event shall such amendment or termination adversely affect
the benefits accrued to the Participants or Beneficiaries hereunder prior to the
effective date of such amendment or termination.




	 	B.	 	Notice of Amendment or Termination






The Plan Administrator shall notify Participants or Beneficiaries under the Excess
Benefit Plan of any amendment affecting their benefits under or terminating the
Excess Benefit Plan within a reasonable time after such action.



ARTICLE VI





	VI.	 	Miscellaneous






	 	A.	 	No Guarantee of Employment, etc.






Neither the creation of the Excess Benefit Plan nor anything contained herein shall
be construed as giving any Participant hereunder or other employees of the Company
any right to remain in the employ of the Company.




	 	B.	 	Beneficiaries






If a member dies prior to retirement or termination, the Retirement Excess Benefit
will be paid to the eligible surviving spouse or estate (if no eligible surviving
spouse). For retired or terminated members and subject to any designation
guidelines established by the Plan Administrator, each retired or terminated
Participant shall have the right at any time to designate, rescind or change the
designation of, a primary and a contingent Beneficiary to receive the Retirement
Excess Benefits payable in the event of the Participant’s death. Such designation,
rescission or change of designation shall be made in writing,



 









 







shall be filed with the Plan Administrator, and shall be controlling over any
disposition by will or otherwise.




	 	1.	 	Thrift Excess Benefits of the deceased’s members account will be
paid to the beneficiary or beneficiaries designated under the Thrift Plan.
	 
	 	2.	 	All Members






In any event, if there is no valid beneficiary under the terms of this Plan, the
benefits under this Plan will be paid to the person or persons comprising the first
surviving class of the Eligible Classes as set forth below:




	 	a.	 	The Participant’s spouse.
	 
	 	b.	 	The Participant’s children.
	 
	 	c.	 	The Participant’s surviving parents.
	 
	 	d.	 	The Participant’s surviving brothers and sisters.
	 
	 	e.	 	The executor or administrator of the Participant’s estate.






	 	C.	 	Rights of Participants and Beneficiaries






Payment of benefits hereunder to Participants or Beneficiaries shall be made only to
them or their legal representatives, and there shall be no interest in any benefit
payments to be made prospectively, or any part thereof, nor shall benefits hereunder
or the expectation of such benefits be assignable by operation of law or otherwise,
or be subject to any form of reduction for the debts or defaults of such
Participants or Beneficiaries whether to the Company or to others. However, this
Section C shall not apply to portions of benefits applied at the direction of the
person eligible to receive such benefits to the premiums on life or health insurance
provided under any Company program, or to the withholding of taxes.




	 	D.	 	No Requirement to Fund






No provisions in the Excess Benefit Plan, either directly or indirectly shall be
construed to require the Company to reserve, or otherwise set aside, funds for the
payment of benefits hereunder.




Any payments are to be made from the general assets of the Company. The Company’s
obligation to make payments is a general obligation which is outside the provisions
of its qualified plans and the trusts created thereunder.




	 	E.	 	Controlling Law






To the extent not preempted by the laws of the United States of America, the laws of
the State of Ohio shall be the controlling state law in all matters relating to the
Excess Benefit Plan and shall apply.




	 	F.	 	Severability





 









 






If any provisions of the Excess Benefit Plan shall be held illegal or invalid for
any reason, said illegality or invalidity shall not affect the remaining parts of
the Excess Benefit Plan, but this Plan shall be construed and enforced as if said
illegal or invalid provision had never been included herein.




	 	G.	 	Affect on Other Benefit Plans






Any benefit payable under the Retirement Plan or the Thrift Plan shall be paid
solely in accordance with the terms and provisions of those Plans, and nothing in
the Excess Benefit Plan shall operate or be construed in any way to modify, amend,
or affect the terms and provisions of the Retirement Plan or the Thrift Plan.



Article VII



In addition to the other methods of amending Marathon Petroleum Company’s employee benefit plans,
practices, and policies (hereinafter referred to as ‘MPC Employee Benefit Plans’) which have been
authorized, or may in the future be authorized by the Marathon Oil Company Board of Directors, the
Company’s Vice President of Human Resources may approve the following types of amendments to MPC
Employee Benefit Plans:





	 	i.	 	With the opinion of counsel, technical amendments required by applicable laws and
regulations;
	 
	 	ii.	 	With the opinion of counsel, amendments that are clarifications of plan provisions;
	 
	 	iii.	 	Amendments in connection with a signed definitive agreement governing a merger,
acquisition or divestiture such that, for MPC Employee Benefit Plans, needed changes are
specifically described in the definitive agreement, or if not specifically described in the
definitive agreement, the needed changes are in keeping with the intent of the definitive
agreement;
	 
	 	iv.	 	Amendments in connection with changes that have a minimal cost impact (as defined
below) to the Company; and
	 
	 	v.	 	With the opinion of counsel, amendments in connection with changes resulting from state
or federal legislative actions that have a minimal cost impact (as defined below) to the
Company.




For purposes of the above, “minimal cost impact” is defined as an annual cost impact to the Company
per MPC Employee Benefit Plan case that does not exceed the greater of (i) an amount that is less
than one-half of one percent of its documented total cost (including administrative costs) for the
previous calendar year, or (ii) $100,000.




 









 





     IN WITNESS WHEREOF, Marathon Petroleum Company LLC has caused its name to be hereunto
subscribed by its Vice President, Corporate Responsibility, Marathon Petroleum Company LLC, and its
company seal to be hereto affixed.



	 	 	 	 	 
	 	Marathon Petroleum Company LLC

 	 
	 	 	/s/ R.K. Lohoff
 	 
	 	By: 	R. K. Lohoff
 	 
	 	Its: 	Vice President, Corporate Responsibility 	 
	 



	 	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Attest:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Its:	 	 
	 

	 	 	 	 
	 

	 	 	 	     (Company Seal)






STATE OF OHIO )



) ss.




COUNTY OF HANCOCK)




     On this ___day of ___, 2006, before me, a notary public within and for the
State of Ohio, personally appeared R. K. Lohoff and ___, to me personally known,
who being by me first duly sworn, did depose and say that they are the Vice President, Corporate
Responsibility, and the ___, respectively, of Marathon Petroleum Company LLC, the
Company named in and which executed the foregoing instrument; that the seal affixed to the
instrument (if any) is the seal of said company, and that said instrument was signed and sealed on
behalf of said company by authority of its Board of Managers; and they acknowledged said instrument
to be the free act and deed of said company.



	 	 	 	 	 
	 

	 	 

Notary Public, State of Ohio
	 	 
	 
	 	 	 	 
	(Notarial Seal)