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					ExxonMobil Pension Plan




Summary Plan Description

                           2012
About Pension
- Information Sources
                             ExxonMobil Pension Plan SPD
- Introduction               January 2012
- Plan at a Glance
Participation, Vesting and
                                  About The Pension Plan
Cost

                             This SPD is the summary plan description for the mainstream benefits provided under
Retiring From ExxonMobil     the ExxonMobil Pension Plan. Descriptions of pension benefits provided by other
                             ExxonMobil sponsored plans or sub-plans of the ExxonMobil Pension Plan are
Pension Plan Basics          contained in separate summary plan descriptions for each of those specific plans
                             including but not limited to the Retirement Plan of Mobil Oil Corporation, Advanced
Receiving Your Pension       Elastomer Systems, L.P. Pension Plan for Salaried Employees, and Paxon Hourly and
Benefit                      Salaried Pension plans.

Payment Options              This SPD supersedes all previous Pension Plan participant publications. It does not
                             contain all the details. In determining specific benefits, the full Pension Plan
Death Benefits               provisions, as they exist now or in the future, always govern. Copies of Pension Plan
                             documents are available for your review. The company reserves the right at any time
Administrative and ERISA
                             to change in any way or terminate any benefit.
Information
                             Eligibility for participation in the Pension Plan by represented employees is governed
Key Terms                    by local bargaining requirements.


                                  Information Sources
                             When you need information or want to begin receiving your benefit, you may contact:

                             ExxonMobil Benefits Service Center — Provides specialized assistance when you
                             need to talk with a Customer Service Representative.

                                                  Phone Numbers:                                  Address:
                                    Active Employees, Retirees and Survivors             ExxonMobil Benefits
                                    ExxonMobil Benefits Service Center                   Service Center
                                    Monday – Friday 8:00 a.m. to 6:00 p.m.               PO Box 199540
                                    (U.S. Eastern Time), except certain holidays         Dallas, TX 75219-9722
                                    Toll-Free: 1-800-682-2847
                                    or 800-TDD-TDD4 (833-8334) for hearing impaired
                                                                                             2

ExxonMobil sponsored sites — Access to plan-related information for employees,
retirees, and their family members.

       ExxonMobil Me, the Human Resources Intranet Site — Can be accessed at
       work by current employees.
       ExxonMobil Family, the Human Resources Internet Site — Can be
       accessed from home by everyone at www.exxonmobilfamily.com.
       Retiree Online Community Internet Site — Can be accessed from home by
       retirees and survivors only at www.emretiree.com.
       ExxonMobil Benefits Service Center Web Site - Can be accessed from
       home by everyone at www.exxonmobil.com/benefits.


     Introduction
The two pressing questions about retirement are: How much money will I need and
where will I get this money?

Many financial planners believe that in retirement, people need between 70% and
80% of their income just before retirement. The amount you need depends on factors
as unique as you are — what you want to do when you retire, your health and your
financial obligations. In addition, your retirement income must keep pace with inflation
during your retirement.

The company helps you prepare financially for retirement. ExxonMobil's Pension Plan
and Savings Plan are designed to work with Social Security and personal savings to
provide financial security in retirement for long-term career employees.

The Pension Plan is designed primarily to provide you a monthly benefit from the time
of your retirement until your death. This Plan offers additional flexibility — you can
choose various payment options for your pension. In addition, the Plan may pay
benefits to your survivors in case of your death.

To help you find specific Plan information quickly and easily, this SPD includes these
helpful tools:

       Plan at a Glance, a quick user's guide highlighting plan basics.
       Charts and tables throughout the booklet providing information, highlights of
       plan provisions, etc.
       References throughout the SPD to places you can get more information.
       A list of Key Terms containing definitions of many words and terms used in
       this SPD. If you see a term that is unfamiliar, refer to this section at the end of
       the SPD.

A careful reading of this SPD will help you understand how the Plan works. You may
obtain additional information through the sources shown on pages 1 and 2.
                                                                                          3


     Plan at a Glance
Participation and Vesting
Regular, full-time employees automatically begin participating upon employment. In
some cases, part-time employees may also participate. You are vested when you
have five years of service or reach age 65, whichever comes first. See page 4.

Retiring From ExxonMobil
While you are eligible to receive a pension if your employment ends after you become
vested, the benefit is enhanced if you are a retiree. Generally, you become a retiree
when you terminate employment as a regular employee and have at least 15 years of
service and are age 55 or older. See page 5.

Pension Plan Basics
Your basic pension benefit is determined by a formula that takes into account your
service, pay and Social Security benefit. See page 6.

When Your Benefit Can Begin
Benefits are available after your employment ends. Benefits can begin as early as age
50. The amount of your benefit may be adjusted to take into account your age when
your benefit begins. See page 9.

How Your Benefit Is Paid
The Plan provides several payment options. Retirees can choose among more
options. See page 12.

What Happens When You Die
The Plan pays death benefits in most cases if you die before you begin receiving your
benefit. If you die after your pension benefit has started, the payment option you chose
determines whether benefits continue. See page 16.

Administrative and ERISA Information
This Plan is subject to rules of the federal government, including the Employee
Retirement Income Security Act (ERISA). See page 19.

Key Terms
This is an alphabetized list of words and phrases, with their definitions, used in this
SPD. See page 25.
About Pension
                                  Participation, Vesting and Cost
Participation, Vesting and
Cost                                 Q. How do I participate in this Plan?
- Eligibility
- Vesting                            A. Once you meet the eligibility requirements, you automatically begin
                                     participating. You do not need to enroll.
- Cost
Retiring From ExxonMobil          Eligibility
Pension Plan Basics
                             Most U.S. dollar payroll employees of Exxon Mobil Corporation and participating
                             affiliates are eligible for this Plan and begin to earn benefits from their first day of
Receiving Your Pension       employment. For details, see eligible employee in the Key Terms section.
Benefit


Payment Options
                                  Vesting
Death Benefits
                             Once you are vested, your benefit belongs to you. You are vested in the Plan after five
Administrative and ERISA
                             years of vesting service or when you reach age 65, whichever comes first. If you leave
Information                  before you are vested, you receive no plan benefits.

Key Terms
                                  Cost
                             The company pays the full cost of this Plan.
About Pension
                                  Retiring From ExxonMobil
Participation, Vesting and
Cost
                                    Q. Are there advantages if I retire from the company?

Retiring From ExxonMobil            A. Yes. While you are eligible for a pension benefit after becoming
- Retirement Eligibility            vested, your benefit may be enhanced in a number of ways if you leave
                                    employment as a retiree.
Pension Plan Basics


Receiving Your Pension
                                  Retirement Eligibility
Benefit
                             To become a retiree, you must first complete 15 years of benefit service, and then
Payment Options              leave the company as a regular employee after:

Death Benefits
                                    Attaining age 55; or
Administrative and ERISA
                                    Becoming entitled to long-term disability benefits under the ExxonMobil
Information                         Disability Plan or the Long-Term Disability Benefits Program of Esso Standard
                                    Oil Company (Puerto Rico).
Key Terms
                             For age and service examples, employees can refer to Retirement Eligibility from the
                             Pension Plan section on ExxonMobil Me, the Human Resources Intranet Site that can
                             be accessed at work by employees. Employees who terminate while non-regular
                             (including extended part-time employees) are not eligible for retiree status regardless
                             of age or service.

                             If you retire from the company, you have up to four advantages that are not available
                             to non-retirees:

                                    Your benefit is not reduced as much if you begin receiving it early (see page
                                    9).
                                    You have additional payment options, including a lump sum (see page 12).
                                    Your Social Security offset may be less (see page 7).
                                    You may be eligible to receive a Pre-Social Security Pension (see page 10).
About Pension
                                  Pension Plan Basics
Participation, Vesting and
Cost
                                    Q. What is the Pension Plan, and how is the benefit calculated?
Retiring From ExxonMobil
                                    A. The Pension Plan is a defined benefit plan. This means that the Plan
                                    specifies a formula for calculating the benefit that will be paid to you.
Pension Plan Basics
- Pension Formula            The Plan's formula for determining the amount of your pension benefit includes:
- Other Offsets
                                    Your years of pension service.
Receiving Your Pension
Benefit
                                    Your pensionable pay.
                                    Your estimated Social Security benefit.
Payment Options
                             Once your employment ends, you can elect (within limits) when you want payments to
Death Benefits               begin and how you want your benefit to be paid to you. Typically, the amount of your
                             benefit is adjusted to take into account your elections.
Administrative and ERISA
Information
                                  Pension Formula
Key Terms

                             Your basic pension benefit is determined by this formula:

                             1.6% x years of pension service x final average pensionable pay
                                                                      minus
                                                           your Social Security offset

                             Your basic pension benefit is a monthly amount payable to you starting at age 65 as a
                             Basic Annuity (see page 12). If you elect to begin your benefit before age 65 or elect a
                             different payment option, the basic pension benefit may be adjusted.

                             Example — Basic Pension Benefit:
                             Here is an example of how the basic pension benefit is calculated.

                             Pat has 30 years of pension service, final average pensionable pay of $6,000 a month
                             and a Social Security offset of $491 a month.

                             1.6% x 30 years x $6,000                    $ 2,880
                             Less Social Security offset                   - 491

                             Pat's monthly basic pension                 $ 2,389
                             benefit
                                                                                      7

These terms, used in the pension formula, will help you understand the formula.
Refer to Key Terms for details about these terms:

      Pension Service — Generally, all your service while participating in this Plan.
      Final Average Pensionable Pay — The highest average of 36 consecutive
      months of your pensionable pay during the last 10 years of your employment.
      Social Security Offset — The part of your estimated Social Security benefit
      that is used as an offset in the pension formula. The offset is equal to 1.5% of
      your estimated Social Security benefit multiplied by your pension service, up to
      33-1/3 years, which is a maximum of 50%.

      This offset reflects the fact that while you work for ExxonMobil, the company
      pays half of your Social Security tax and Social Security benefits make up part
      of your total retirement income.

Example — Social Security Offset:

      Pat's estimated Social Security benefit is $1,090.
      Since Pat has 30 years of pension service, her offset is 1.5% x 30 years x
      $1,090 = $491.


For retirees, the Pre-Social Security Pension — explained on page 8 — replaces the
Social Security offset until age 62.


Key Facts About the Social Security Offset

      Only your Social Security retirement benefit is included in determining the
      offset. Any other Social Security payments (such as spouse's benefits or
      children's benefits) are not included.
      The estimated Social Security benefit used for purposes of the Social Security
      offset is calculated using the following assumptions:
               The Social Security benefit is calculated using your actual Social
               Security earnings history, if you provide it; otherwise, a government-
               prescribed formula is used to estimate the earnings history. If you elect
               to provide your actual Social Security earnings history, the Plan must
               use them even if they result in a lower basic pension benefit.
               All calculations are based on Social Security law in effect when you
               leave the company. Changes in your Social Security benefit after you
               leave the company do not affect your payments from the Pension Plan.
               Your estimated Social Security benefit is calculated using the actual
               Social Security benefit formula. Each year, Social Security grants an
               annual cost of living increase that is factored into the formula. In
               calculating your estimated Social Security benefit, the full amount of
               these annual increases is phased in over a nine-month period. This has
               the effect of reducing the initial impact of any increase in the Social
               Security formula, which, in turn, potentially reduces your Social
               Security offset that is used at the time of termination or retirement.
                                                                                          8


       The Social Security benefit is determined when your employment ends. If you
       are eligible to retire when you leave, the amount is determined as though you
       are 62 (or your actual age if you retire after age 62) on the date of retirement. If
       you leave without meeting the requirements for retirement, the amount is
       determined as though you are 65 (or your actual age if you terminate
       employment after age 65) on the date of termination. An age-62 offset is
       smaller than an age-65 offset.


 Learn more about your Social Security benefits by calling the Social Security
 Administration or by accessing www.ssa.gov.


Pre-Social Security Pension for Retirees
Although the Pension Plan may pay benefits as early as age 50 (see page 9), the
earliest you can begin your Social Security retirement benefit is age 62. The Plan
provides a temporary additional benefit if you retire and start your pension benefit
before becoming eligible to receive a Social Security benefit.

This additional benefit, called a pre-Social Security pension, equals the amount of the
Social Security offset in your basic pension benefit calculation. The Pre-Social
Security Pension starts when your pension benefit starts and continues until age 62
(or when you are first eligible for Social Security).

Example:
Pat starts her benefit (which we calculated in earlier examples) at age 60. Her Social
Security offset is $491. She starts payments of her basic pension benefit of $2,389
each month plus a pre-Social Security pension benefit of $491 until age 62, for a total
plan benefit of $2,880 until she reaches age 62.


     Other Offsets
Additional offsets to the basic pension benefit will likely apply if you participated in a
separate pension plan, including sub-plans of this Plan, and your service in that plan is
also included in pension service used to calculate your ExxonMobil basic pension
benefit. Other offsets may be deducted if you are eligible to receive a non-U.S.
governmental pension or non-U.S. separation payment.
About Pension
                                  Receiving Your Pension Benefit
Participation, Vesting and
Cost
                                    Q. When can I begin receiving my pension?
Retiring From ExxonMobil
                                    A. After you leave the company, you can begin receiving your vested
                                    pension benefit as early as age 50.
Pension Plan Basics


Receiving Your Pension            Beginning Your Benefit
Benefit
- Beginning Your Benefit     When your benefit begins depends on these circumstances:
- Adjustments for Early
Commencement
                                    After your employment ends, you may choose to begin your vested pension
- Retirees                          benefit as early as age 50 and as late as age 65.
- Terminees                         If you retire from the company after reaching age 64, you may delay the start
                                    of your benefit up to one year, but no later than age 70.
Payment Options
                                    If you terminate employment after reaching 65 without being a retiree, or if you
                                    leave employment after attaining age 70, your benefit begins immediately.
Death Benefits


Administrative and ERISA     You should access the ExxonMobil Benefits Service Center (EMBSC) Web site or
Information                  call 1-800-682-2847 at least 90 days but not more than 120 days before you want
                             benefits to begin.
Key Terms
                             For information about receiving your benefit, refer to Retirement Process Steps from
                             the Pension Plan section on ExxonMobil Me, the Human Resources Intranet Site
                             that can be accessed at work by employees.


                                  Adjustments for Early Commencement
                             Your basic pension benefit calculated under the formula (shown on page 6) is reduced
                             if you choose to receive your benefit earlier than:

                                    Age 60 as a retiree; or
                                    Age 65 as a terminee.

                             The reduction, if any, depends on your age when you start your benefit and whether
                             you are a retiree or terminee.
                                                                                    10


     Retirees
If you are a retiree and begin your benefit before age 60, both your basic pension and
your pre-Social Security Pension will be adjusted according to this schedule:


 If your benefit starts in the month you … You receive this percentage of your
                 reach …                        basic pension benefit
                60 or older                                   100%
                    59                                         95%
                    58                                         90%
                    57                                         85%
                    56                                         80%
                    55                                         75%
                    54                                        70%*
                    53                                        65%*
                    52                                        60%*
                    51                                        55%*
                    50                                        50%*


*Applies to disability retirements only.
Note: Special provisions apply for participants who had overseas service before 1985.
                                                                                      11


     Terminees
If you terminate employment without becoming a retiree, your basic pension benefit is
actuarially adjusted if you start your pension at any time before age 65. The following
table shows the percentage of the benefit received at different ages:


 If your benefit starts in the month you … You receive this percentage of your
                 reach …                        basic pension benefit
                65 or older                                    100%
                    64                                         90%
                    63                                         81%
                    62                                         73%
                    61                                         67%
                    60                                         60%
                    59                                         55%
                    58                                         50%
                    57                                         45%
                    56                                         41%
                    55                                         38%
                    54                                         34%
                    53                                         31%
                    52                                         29%
                    51                                         26%
                    50                                         24%


Example:
Carlos leaves the company with 10 years of pension service, final average
pensionable pay of $4,000 a month, and a Social Security offset of $177 a month.

His basic pension benefit, using the formula on page 6, is $463 a month, payable at
age 65, as a Basic Annuity.

If, Carlos began receiving his benefit at age 60, he would receive $278, which is 60%
of $463.

As a terminee, Carlos does not receive a pre-Social Security pension.
About Pension
                                      Payment Options
Participation, Vesting and
Cost
                                        Q. How can I receive my benefits?
Retiring From ExxonMobil
                                        A. The Plan calculates your basic pension benefit as a Basic Annuity,
                                        but gives you choices about how your benefit is paid. The options
Pension Plan Basics
                                        available to you depend on your marital status and whether you are a
                                        retiree.
Receiving Your Pension
Benefit
                                 Retirees may choose from any of the payment options described in this section. In
                                 addition, the Pre-Social Security Pension is paid monthly until you are eligible for a
Payment Options                  Social Security benefit or as a lump sum if you elect a lump sum payment for your
- Basic Annuity                  pension.
- Qualified Joint and Survivor
Annuity (QJSA)                   If you are not a retiree, but are vested in the Pension Plan when you leave the
- Joint Annuity                  company, you may choose only a Basic Annuity, a Qualified Joint and Survivor
                                 Annuity or a Joint Annuity.
- Extended Period Certain
Annuity
- Lump Sum                       The amount of your benefit is adjusted if you elect to receive your pension benefit as
                                 any option other than a Basic Annuity.
- Choosing a Payment Option
- Projections
                                  If you are married for at least one year at the time your benefit begins, your benefit is
- Tax Treatment of Pension        paid as a Qualified Joint and Survivor Annuity — see page 13 — unless you and
Payments                          your spouse agree to another payment option.

Death Benefits

                                      Basic Annuity
Administrative and ERISA
Information
                                 When your basic pension benefit is calculated under the formula (see Pension Plan
Key Terms                        Basics on page 6), it is calculated as a Basic Annuity. The Basic Annuity provides the
                                 largest monthly benefit payable from the Plan. It is a monthly benefit paid to you for
                                 your lifetime with guaranteed payments for five years. If you die before the five years
                                 are completed, payments continue to your beneficiary until the period is completed.
                                 The Basic Annuity is also called a "five-year certain and life" annuity. All other
                                 payment options are derived from the Basic Annuity.
                                                                                          13


     Qualified Joint and Survivor Annuity (QJSA)
A Qualified Joint and Survivor Annuity is a monthly benefit paid to you for your lifetime.
After your death, 50% of the monthly amount you were receiving continues to your
surviving spouse (who was your spouse when benefits began) for the rest of his or her
life. If you have been married at least one year at the time your benefit begins, by law
you will automatically receive your pension benefit in the form of a QJSA. However
you may elect a different payment option, but only if your spouse consents to your
election in writing, and that consent is notarized or witnessed by a designated
company representative.


 Electing a QJSA After Your Pension Benefit Has Already Commenced
 Ordinarily, once you have commenced your pension benefit as an annuity, you are
 locked in to the specific payment option you have selected, and cannot elect a new
 one. An exception applies, however, if you are a retiree who becomes married after
 commencing your pension benefit in the form of an annuity. In that case, you may
 elect to convert your benefit into a QJSA, with your new spouse designated to
 receive any survivor benefits. If you elect this conversion, the amount of your benefit
 will be adjusted so that your new form of benefit is the actuarial equivalent of your
 old annuity. You have twelve months following your marriage to elect to convert your
 benefit to a QJSA. This conversion option is not available to those who elected to
 receive their pension benefit as a lump sum.


     Joint Annuity
This is a monthly benefit paid to you for your lifetime. You may choose an annuity that
pays 1%, 25%, 50%, 75% or 100% of your monthly amount as a survivor's benefit to
your joint annuitant after your death. Monthly payments continue to your surviving joint
annuitant for the remainder of his or her life. Payments under the Joint Annuity are
guaranteed at the amount you were receiving for five years (or longer if an Extended
Period Certain Annuity is elected in connection with the Joint Annuity) before changing
to the survivor's benefit.


 Qualified Joint and Survivor Annuity versus 50% Joint Annuity
 A Qualified Joint and Survivor Annuity — while a little larger each month — does not
 offer the five years of guaranteed payments that the Joint Annuity does. Additionally,
 the joint annuitant for the QJSA must be your spouse.


     Extended Period Certain Annuity
This form of payment is identical to the Basic Annuity, see page 12, except that you
can choose a 10-, 15- or 20-year guarantee period. This option is available only to
retirees. The Extended Period Certain Annuity may be combined with the Joint Annuity
Option.


     Lump Sum
This is a single payment of the actuarial value of your Basic Annuity. If you elect the
lump sum payment option, you will receive your Pre-Social Security Pension as a
single payment. The lump sum payment option is available only to retirees.

Calculating the Lump Sum
As a retiree, you can receive the pension benefit either as an annuity consisting of
monthly payments or as a lump sum.

Mortality and interest assumptions are used to convert the stream of annuity payments
to a lump sum.
                                                                                     14

Additional information is available in the Pension/Retirement section on ExxonMobil
Me, the Human Resources Intranet Site that can be accessed at work by employees.


     Choosing a Payment Option
All of the monthly payment options are actuarially derived from the Basic Annuity.
Because these payments are guaranteed for two lives and/or for a longer period of
time, the amount of your basic pension benefit is reduced when you elect a monthly
payment option other than the Basic Annuity.

Example:
To understand how the benefits vary according to the payment option you select,
return to Pat's example (see page 6).

As explained earlier, Pat retires at age 60 with a basic pension benefit of $2,389 each
month payable as a Basic Annuity (5-year certain and life). The monthly amount Pat
would receive if she elected one of the other annuity payment options is shown in the
following table. This example assumes that Pat's husband is the joint annuitant for the
QJSA or any joint annuity she selects, and that he is also age 60 when Pat's pension
benefit commences.

Pat's Basic Annuity (5-year certain and life) = $2,389 each month


              If Pat elects ...                 Her monthly benefit would be ...
              10-year certain                                 $2,346
              15-year certain                                 $2,286
              20-year certain                                 $2,219
   Qualified Joint and Survivor Annuity                       $2,277
            Joint Annuity — 1%                                $2,387
           Joint Annuity — 25%                                $2,327
           Joint Annuity — 50%                                $2,270
           Joint Annuity — 75%                                $2,215
          Joint Annuity — 100%                                $2,162



     Projections
There are several ways to obtain a pension estimate. Refer to Projections from the
Pension Plan section on ExxonMobil Me, the Human Resources Intranet Site that can
be accessed at work by employees; for additional information access the ExxonMobil
Benefits Service Center (EMBSC) Web site or call 1-800-682-2847.
                                                                                      15


     Tax Treatment of Pension Payments
Pension benefits are generally taxable as ordinary income for federal income tax
purposes. Many states also tax pension benefits. Before you begin your pension
benefit, you should consult a personal tax advisor for more help.

If you are eligible for and elect to receive a lump sum payment, the taxable amount
may be subject to special tax treatment and may be eligible to be rolled over to an
Individual Retirement Account (IRA) or another tax-qualified employer plan. The
taxable amount is the total lump sum value less amounts on which tax has been
previously paid.
About Pension
                                       Death Benefits
Participation, Vesting and
Cost
                                         Q. Are any benefits paid from the Plan when I die?
Retiring From ExxonMobil
                                         A. Under certain circumstances, benefits from the Plan may be payable
                                         or continue after your death.
Pension Plan Basics


Receiving Your Pension
                                  Retirees may choose from any of the payment options described in this section.
Benefit


Payment Options                        If You Die as an Active Employee
Death Benefits                    Your survivors may be entitled to the following benefits from the Pension Plan if you
                                  die as an active employee with a vested benefit.
-If You Die as an Active
Employee
- With Less than 15 Years of
Service — Surviving Spouse
                                    With Less than 15 Years of Service —
Annuity
- With 15 or More Years of
                                  Surviving Spouse Annuity
Service — Pension Death Benefit
- If You Die as a Retiree         If you have less than 15 years of benefit service or are a non-regular or extended part-
                                  time (enhanced non-regular) employee when you die, the Pension Plan will pay a
- If You Die as a Terminee        Surviving Spouse Annuity. The government requires that the Surviving Spouse
                                  Annuity provide a lifetime income to your surviving spouse if you have been married
Administrative and ERISA          for at least one year.
Information

                                  A Surviving Spouse Annuity is half of your basic pension benefit earned up to the date
Key Terms
                                  of your death, payable under the Qualified Joint and Survivor Annuity option (see page
                                  13).

                                  Your surviving spouse may begin receiving the Surviving Spouse Annuity as early as
                                  the month in which you would have attained age 50, and as late as the time you would
                                  have attained age 65. The adjustments for early commencement for terminees (see
                                  page 11), apply to the Surviving Spouse Annuity.

                                  If you have no surviving spouse eligible to receive the Surviving Spouse Annuity, there
                                  is no benefit payable from the Plan upon your death.
                                                                                        17


  With 15 or More Years of Service —
Pension Death Benefit
If you have 15 or more years of benefit service and you are not a non-regular
employee (including an extended part-time employee) on your date of death, the
Pension Plan will pay a Pension Death Benefit, which is significantly larger than the
Surviving Spouse Annuity.

How It Is Calculated
The Pension Death Benefit is based on your total basic pension benefit plus your Pre-
Social Security Pension earned under the Plan. The Pension Death Benefit is
calculated as if you had retired as of the date of your death and had elected the lump
sum payment option to be paid at age 50 or actual age if older at time of death. If you
die before age 50, the Pension Death Benefit is the present value of the age-50 lump
sum.

When It Is Paid
The Pension Death Benefit is paid as soon as practical after your death.

Who Receives It
The Plan pays the Pension Death Benefit to the beneficiary designated on the special
beneficiary designation form (which you can print from the HR Intranet).

To comply with the government requirement for surviving spouse benefits, your
spouse must consent if you want to name someone other than your spouse as the
primary beneficiary.

If you have not designated a Special Beneficiary prior to your death, the beneficiaries
are determined by a standard order, explained in the Standard Beneficiary definition in
the Key Terms section.

Special Note about Special Beneficiary Designation:
If you are married and less than 35 years of age when you execute a Special
Beneficiary Designation and you do not name your spouse as your primary
beneficiary, then your special designation will become invalid when you attain age 35.
Another beneficiary designation (with spousal consent) is required upon attaining age
35.

How It Is Paid
Your beneficiary can elect to receive the Pension Death Benefit either as a lump sum
or as monthly payments for life.

The monthly payments are the lump sum Pension Death Benefit actuarially converted
to the Basic Annuity (five-year certain and life), see page 12, using the interest rate in
effect at time of your death.
                                                                                   18


     If You Die as a Retiree
If you become a retiree and:

       Elect to begin your pension payments as soon as possible but die before
       that payment starts — The benefit will be paid in accordance with your
       election, as illustrated in the following example:

Example:


            If you elected a ...                            Then ...
 Basic Annuity or Extended Period          Your beneficiary will receive the monthly
 Certain                                   benefit you would have received for 5
                                           years or for the extended period certain.
 Lump sum payment                          The lump sum amount you would have
                                           received (including any Pre-Social
                                           Security amount you would have
                                           received) is paid to your estate.
 Qualified Joint and Survivor Annuity      Your spouse will receive 50% of the
                                           monthly benefit you would have
                                           received.
 50% Joint Annuity                         Your joint annuitant will receive the
                                           monthly benefit you would have received
                                           and, after five years the amount is
                                           reduced to 50%.


       Do not elect to begin your pension payments as soon as possible and die
       before your benefits begin — The death benefit payable from the Pension
       Plan is the Pension Death Benefit, see page 17.
       Die after pension payments begin — The payment option that you chose
       determines whether any future benefits are paid.


     If You Die as a Terminee
If you are a terminee and you die after pension payments begin, the form of payment
that you chose determines whether any further benefits are paid.

If you are a terminee with a vested pension benefit and you die before pension
payments begin but after being married at least one year, then your surviving spouse
may be eligible for the Surviving Spouse Annuity (see page 16 for description).

Otherwise, no benefit is payable.


When Payments or Benefits Begin
References to the date when payments or benefits begin mean the date your
pension benefit is scheduled to begin under the terms of the Plan. This date may not
be the same as the date you actually receive your first payment.
About Pension
                                        Administrative and ERISA Information
Participation, Vesting and
Cost
                                          Q. Is there other information I need to know about the Plan?
Retiring From ExxonMobil
                                          A. This section provides information about the administration of this
                                          Plan and your rights under law.
Pension Plan Basics


Receiving Your Pension
                                   The formal name of the Plan is the ExxonMobil Pension Plan.
Benefit


Payment Options                         Basic Plan Information
Death Benefits                     Plan Administrators
                                   Administration of the Pension Plan is handled by the Administrator-Benefits, the
Administrative and ERISA           Administrator-Finance and the Administrator-Accounting. The Administrator-Benefits is
                                   the Manager, Global Benefits Design, Human Resources, Exxon Mobil Corporation.
Information
                                   The Administrator-Finance is the Manager, Benefits Finance and Investment,
- Basic Plan Information           Treasurers, Exxon Mobil Corporation. The Administrator-Accounting is the Manager,
- Benefit Claims Procedures        Financial Reporting, Controllers, Exxon Mobil Corporation. You may contact these
- No Implied Promises              plan administrators as follows:
- Assignment of Benefits
                                           Administrator-Benefits                    Administrator-Finance
- If the Pension Plan Is Amended                                                     Administrator-Accounting
or Terminated                              For appeals:
                                           P.O. Box 2283                             Exxon Mobil Corporation
- Insured Benefits                                                                   5959 Las Colinas Blvd
                                           Houston, TX 77252-2283
- Your Rights Under ERISA                                                            Irving, TX 75039-2298
                                           For service of legal process:
                                           4550 Dacoma
Key Terms
                                           Houston, TX 77092

                                   Pension Plan Trustee
                                   The assets of the Pension Plan are held in a master trust. The Trustee is:

                                          The Northern Trust Company
                                          50 South LaSalle St
                                          Chicago, IL 60675
                                                                                            20

Certain accrued benefits under the Plan are secured by group annuity contracts
issued by the following insurance companies:

        Aetna Life Insurance                   The Prudential Asset Management
        Company                                Company
        151 Farmington Avenue                  1 Hanover Road
        Hartford, CT 06156-9260                Florham Park, NJ 07932-1597
        The Equitable Life                     Metropolitan Life Insurance Company
        Assurance Society                      200 Park Avenue
        of the United States                   New York, NY 10166
        200 Plaza Drive
        Secaucus, NJ 07094-3689

Type of Plan
The Pension Plan is a defined benefit pension plan under ERISA.

Plan Numbers
The Pension Plan is identified with government agencies under two numbers: the
Employer Identification Number, 13-5409005, and the Pension Plan Number (PN),
001.

Plan Year
The Plan year is the calendar year.

Plan Sponsor and Participating Affiliates
The Pension Plan is sponsored by:

       Exxon Mobil Corporation
       5959 Las Colinas Blvd.
       Irving, TX 75039-2298

All of Exxon Mobil Corporation's divisions and major U.S. affiliates participate in the
Pension Plan. A complete list of participating affiliates is available from the
Administrator-Benefits upon written request.


     Benefit Claims Procedures
Filing a Claim
If you believe you are being denied a benefit, in whole or in part, to which you are
entitled under the Pension Plan, you may file a claim for the benefit with the
ExxonMobil Benefits Service Center (EMBSC) at ACS. All claims must be filed in
writing.

The EMBSC will review your claim and respond to you within a reasonable period of
time, normally within 90 days after receiving your claim. If your claim is denied
completely or partially, you will receive written notice of the decision. The notice will
describe:

       The specific reasons for the denial and the provisions upon which they are
       based.

       Any additional information or material that is needed to validate the claim and
       the reason that information is required.

       The process for requesting an appeal.
                                                                                          21

If EMBSC needs additional time to decide on your claim because of special
circumstances, you will be notified within the original 90-day period. You will receive a
response no later than 180 days after your claim was received initially.

Filing a Mandatory Appeal
If your claim has been denied, in whole or in part, you or your designated
representative may appeal the decision to the Administrator-Benefits. Such an appeal
is required in order for you to preserve your right to bring a civil action in court, as
described below. Your written appeal must be made within 60 days after you
receive the initial notice of denial. You should include the reasons why you believe
the benefit should be paid and information that supports, or is relevant to, your
request. You may also request reasonable access to, and copies of, information
relevant to your claim. If you do not file the appeal within 60 days, your appeal will
not be considered.

Within 60 days of receiving a request for review, the Administrator-Benefits will make a
decision. If additional time is needed, you will be notified in writing of the special
circumstances that require an extension. In any event, you will receive a decision no
later than 120 days after receipt of your request for review. The decision will be written
in plain language and will refer to the pertinent plan provisions on which it is based. If
your appeal is denied, you or your representative may review any plan documents,
records, or information reviewed in making the determination.

Filing a Voluntary Appeal
A denied appeal may be reconsidered, but only if you have other information that is
relevant to your claim and was not considered in your previous appeal. If this is the
case, you or your designated representative may send such information in writing to
the Administrator-Benefits within 30 days of the appeal denial. Providing such
information is strictly voluntary and is not necessary to preserve your right to bring a
civil action in court. Please include in your voluntary appeal letter the reason(s) you
believe the mandatory appeal was improperly denied and include the new information
that supports and is relevant to your request. If you do not file a voluntary appeal
within 30 days, your voluntary appeal will not be considered.

You will be notified within 15 days of receipt if your voluntary appeal is not accepted
because no new pertinent information is included or your voluntary appeal was not
timely filed.

After reviewing the additional information submitted with your voluntary appeal
request, the Administrator-Benefits will make a decision within 60 days. As with the
mandatory benefit appeal, if your voluntary appeal is denied, you will be informed of
the pertinent plan provisions on which the denial is based, and you or your
representative may review any plan documents, records, or information reviewed in
making the determination.

Your decision to submit a benefit dispute to a voluntary appeal will not affect your
rights to any other plan benefits.

Statute of Limitations
After you have received the response of the mandatory appeal, you may bring a civil
action in Federal Court under section 502(a) of ERISA. Any lawsuit must be filed no
later than one year from the date your mandatory appeal was denied. This
deadline is extended for any period during which a voluntary appeal is pending.
                                                                                         22

Authority of Administrator-Benefits
The Administrator-Benefits (and those to whom the Administrator-Benefits has
delegated authority) has the discretionary authority to determine eligibility for benefits,
to construe and interpret the terms of the Pension Plan in its application to any
participant or beneficiary, and to decide any and all claim appeals.


     No Implied Promises
Nothing in this booklet says or implies that participation in the Pension Plan is a
guarantee of continued employment with the company.


     Assignment of Benefits
You cannot use your Pension Plan benefit as collateral for a loan. In addition, it cannot
be pledged to another person or organization in any way except as provided by a
Qualified Domestic Relations Order.


  If the Pension Plan Is Amended or
Terminated
Although the Pension Plan is expected to be continued indefinitely, the company may
at any time and for any reason amend or terminate the Pension Plan or any of its
provisions. If any material changes are made in the future, you will be notified.

If the Pension Plan is terminated and no successor plan is established, you will be
100% vested immediately, regardless of your years of service.


     Insured Benefits
Most benefits earned under the Pension Plan are insured by the Pension Benefit
Guaranty Corporation (PBGC) if the Plan terminates. Benefits earned by Exxon
participants before August 1986 are insured under a contract issued by Aetna Life
Insurance Company. Generally, the PBGC guarantees most vested normal age
retirement benefits, early retirement benefits, and certain disability and survivor's
pensions. However, the PBGC does not guarantee all types of benefits under covered
plans, and the amount of benefit protection is subject to certain limitations.

The PBGC guarantees vested benefits at the level in effect on the date of plan
termination. However, if a plan has been in effect less than five years before it
terminates, or if benefits have been increased within the five years before plan
termination, the whole amount of the Plan's vested benefits or the benefit increase
may not be guaranteed. In addition, there is a ceiling on the amount of monthly benefit
that the PBGC guarantees, which is adjusted periodically.
                                                                                     23

For more information on the PBGC insurance protection and its limitations, contact the
office administering your benefits or the PBGC. Inquiries to the PBGC should be
addressed to:

       PBGC
       Technical Assistance Branch
       1200 K Street, NW
       Washington, DC 20005-4026
       Telephone: (202) 326-4400
       Internet: www.pbgc.gov


     Your Rights Under ERISA
As a participant in the ExxonMobil Pension Plan, you have certain rights and
protections under the Employee Retirement Income Security Act of 1974 (ERISA).
ERISA provides that as a Plan participant, you shall be entitled to:

Receive Information About Your Plan and Benefits

       Examine, without charge, at the office of the Administrator-Benefits and at
       other specified locations, such as worksites and union halls, all documents
       governing the Pension Plan, including collective bargaining agreements, and a
       copy of the latest annual report (Form 5500 Series) filed by the Pension Plan
       with the U.S. Department of Labor and available at the Public Disclosure Room
       of the Employee Benefits Security Administration.
       Obtain, upon written request to the Administrator-Benefits, copies of
       documents governing the operation of the Pension Plan, including collective
       bargaining agreements, and copies of the latest annual report (Form 5500
       Series) and updated summary plan description. The Administrator-Benefits
       may require a reasonable charge for the copies.
       Receive a summary of the Pension Plan's annual financial report. The
       Administrator-Benefits is required by law to furnish each participant with a copy
       of this summary annual report.
       Obtain a statement telling you whether you have a right to receive a pension at
       normal retirement age (age 65) and if so, what your benefits would be at
       normal retirement age if you stop working under the Pension Plan now. If you
       do not have a right to a pension, the statement will tell you how many more
       years you have to work to get a right to a pension. This statement must be
       requested in writing and is not required to be given more than once every
       twelve months. The Pension Plan must provide the statement free of charge.
                                                                                         24

Prudent Actions by Pension Plan Fiduciaries
In addition to creating rights for Pension Plan participants, ERISA imposes duties upon
the people who are responsible for the operation of the employee benefit plan. The
people who operate your Pension Plan, called "fiduciaries" of the Pension Plan, have
a duty to do so prudently and in the interest of you and other Pension Plan participants
and beneficiaries. No one, including your employer, your union, or any other person,
may fire you or otherwise discriminate against you in any way to prevent you from
obtaining a plan benefit or exercising your rights under ERISA.

Enforce Your Rights

       If your claim for a pension benefit is denied or ignored, in whole or in part, you
       have a right to know why this was done, to obtain copies of documents relating
       to the decision without charge, and to appeal any denial, all within certain time
       schedules.
       Under ERISA, there are steps you can take to enforce the above rights. For
       instance, if you request a copy of Pension Plan documents or the latest
       summary annual report from the Pension Plan and do not receive them within
       30 days, you may file suit in a Federal court. In such a case, the court may
       require the Administrator-Benefits to provide the materials and pay you up to
       $110 a day until you receive the materials, unless the materials were not sent
       because of reasons beyond the control of the administrator.
       If you have a claim and an appeal for benefits, which are denied or ignored, in
       whole or in part, you may file suit in a state or Federal court. In addition, if you
       disagree with the Pension Plan's decision or lack thereof concerning the
       qualified status of a domestic relations order, you may file suit in Federal court.
       If it should happen that Pension Plan fiduciaries misuse the Plan's money, or if
       you are discriminated against for asserting your rights, you may seek
       assistance from the U.S. Department of Labor, or you may file suit in a Federal
       court. The court will decide who should pay court costs and legal fees. If you
       are successful, the court may order the person you have sued to pay these
       costs and fees. If you lose, the court may order you to pay these costs and
       fees, for example, if it finds your claim is frivolous.

Assistance with Your Questions
If you have any questions about your Pension Plan, you should contact the
ExxonMobil Benefits Service Center (EMBSC) at ACS. If you have any questions
about this statement or about your rights under ERISA, or if you need assistance in
obtaining documents from the Administrator-Benefits, you should contact the nearest
office of the Employee Benefits Security Administration, U.S. Department of Labor,
listed in your telephone directory or the Division of Technical Assistance and Inquiries,
Employee Benefits Security Administration, U.S. Department of Labor, 200
Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain
publications about your rights and responsibilities under ERISA by calling the
publications hotline of the Employee Benefits Security Administration.
About Pension
                                  Key Terms
Participation, Vesting and
Cost                                                                                                        Close Window
                             Beneficiary
                             The person or entity that receives benefits when you die. The Plan
Retiring From ExxonMobil     provides a standard list of beneficiaries but you may name another
                             beneficiary if you wish.
Pension Plan Basics
                             Benefit Service                                                                Close Window
Receiving Your Pension       Generally, all the time from the first day of employment until you leave the
Benefit                      company's employment. Excluded are: unauthorized absences; leaves of
                             absence of over 30 days (except military leaves or leaves under the
Payment Options              Federal Family and Medical Leave Act); certain absences from which you
                             do not return; periods when you work as a non-regular employee, as a
Death Benefits               special agreement person, in service station, car wash, or car-care center
                             operations, or when you are covered by a contract that requires the
Administrative and ERISA     company to contribute to a different benefit program, unless a special
Information                  authorization credits the service.

                             Eligible Employee                                                              Close Window
Key Terms
                             Most U.S. dollar payroll employees of Exxon Mobil Corporation and
                             participating affiliates. Regular employees are eligible their first day of
                             employment. Non-regular employees are eligible retroactive to the first
                             day of the first 12-month period during which they work at least 1,000
                             hours (for this purpose, the 12-month period begins on the person's date
                             of employment and each anniversary thereafter).

                             The following are not eligible to participate in the Plan: employees who
                             work at company operated retail stores (CORS employees), leased
                             employees as defined in the Internal Revenue Code, or barred
                             employees or special agreement persons as defined in the Plan
                             document.

                             Extended Part-Time Employee                                                    Close Window
                             An employee who is classified as a non-regular employee, but who has
                             been designated as an Extended Part-Time (Enhanced Non-Regular)
                             Employee under his or her employer's employment policies relating to
                             flexible work arrangements.

                             Final Average Pensionable Pay                                                  Close Window
                             Generally, is determined by reviewing your monthly pensionable pay for
                             the 10 years preceding termination of employment and selecting the 36
                             consecutive months which produce the highest average monthly amount.
                             For most employees, this will be the final 36 months of their career with
                             the company.
                             Note: the government sets a limit on the amount of pay that can be used
                             to determine pension benefits for certain higher-paid employees.
                                                                                      26

Non-Regular Employee                                                         Close Window
Temporary or part-time employee of Exxon Mobil Corporation or
participating affiliates. Non-regular employees include extended part-time
employees. Non-regular employees do not include employees designated
by their employer as part-time regular.

Pensionable Pay                                                              Close Window
Generally, pensionable pay is the sum of:

       (1) Your pay attributable to your monthly base
       compensation and

       (2) Your supplemental compensation (for example,
       overtime and shift/relief pay) that you receive as part of
       the Company’s established wage and salary system for a
       total pensionable pay amount up to 120% of your monthly
       pay associated with your regular work schedule and rate
       of pay. Regular work schedule and rate of pay do not
       include those related to temporary job assignments,
       regardless of how long an employee has filled a temporary
       job assignment. (For SeaRiver fleet employees, the rate of
       pay is the rate of pay in effect for pay purposes as of the
       end of the month.)

Pension Formula                                                              Close Window
The procedure for calculating the amount of money payable from the
Pension Plan to a participant (see page 6).

Pension Service                                                              Close Window
Generally, your vesting service with ExxonMobil or any affiliate
participating in the Pension Plan. Pension service may include your
service while you were participating in a predecessor plan (such as the
Mobil Retirement Plan) or in a pension plan whose benefit is coordinated
with the ExxonMobil Pension Plan.

There are some exceptions in calculating pension service. For example,
you do not receive service for any period as a leased employee or during
which you chose not to participate in past annuity plans that required
participant contributions. Certain periods of non-regular service are also
excluded if you did not meet the requirements for crediting such service
as pension service.

If you are a non-regular employee, pension service is granted only for
those years in which you worked at least 1,000 hours. (For this purpose,
years are measured from the date of employment and each anniversary
thereafter.) If you work less than 1,800 hours in a year, you are credited
with a fraction of a year of service, proportionate to 1,800 hours.

Regular Employee                                                             Close Window
An employee of a participating employer, whether or not the person is a
director, who, as determined by the participating employer, regularly
works a full-time schedule, and is not employed on a temporary basis.
The definition includes a person who regularly works a full-time schedule
but who, for a limited period of time, is approved for a part-time regular
work arrangement under the participating employer's work rules relating
to part-time work for regular employees.

Retiree                                                                      Close Window
Generally, a person at least 55 years old who retires as a regular
employee with 15 or more years of benefit service. Retiree status may
also be attained by someone who is retired by the company as a regular
employee and entitled to long-term disability benefits under the
ExxonMobil Disability Plan or the Long-term Disability Benefits Program
of ESSO Standard Oil Company (Puerto Rico) after 15 or more years of
service, regardless of age.
                                                                                        27

An employee who terminates as a non-regular employee (including                Close Window
extended part-time employee) is not eligible for retiree status regardless
of age or service.

Social Security Offset                                                         Close Window
The part of your estimated Social Security benefit that is used as an
offset in the pension formula.

The offset is equal to 1.5% of your estimated Social Security retirement
benefit for each year of pension service, up to 33-1/3 years. The
maximum offset is 50% (1.5% x 33-1/3) of your Social Security retirement
benefit.

Standard Beneficiary                                                           Close Window
The order of beneficiaries is:

       Paying all to your spouse.
       Dividing equally among your children who either survive you or
        who die before you leaving children of their own who survive you
        and, in the case of each child who dies before you leaving
        children who survive you, subdividing his or her share equally
        among those children.
       Dividing equally between your surviving parents.
       Dividing equally among your brothers and sisters who either
        survive you or die before you leaving children of their own who
        survive you and, in the case of each brother or sister who dies
        before you leaving children who survive you, subdividing his or
        her share equally among those children.
       Paying all to your executors or administrators.

The term child means one's son or daughter by legitimate blood
relationship or legal adoption. Parent means one's father or mother by
legitimate blood relationship or legal adoption. One's brother or sister
means another child of either or both parents.

Surviving Spouse Annuity                                                       Close Window
A government-required survivor annuity provided to the surviving spouse
of a deceased participant if certain conditions are met.

Terminee                                                                       Close Window
A person who separates from service without becoming a retiree.

Vested                                                                         Close Window
Refers to a participant's right to receive a benefit. You become vested in
the Pension Plan upon the earlier of one of the following events:
completion of five years of vesting service or the first day of the month in
which you reach age 65.

Vesting Service                                                                Close Window
Determines when you are vested. May include service as a leased
employee.

For regular employees, all service with the company, including absences
without pay of up to one year are included.

Non-regular employees earn a year of vesting service for each
anniversary year of employment in which they complete at least 1,000
hours of service.

				
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