EXHIBIT 10(e)
Exhibit 10(e)
December 27, 1994
Mr. H. Leighton Steward
Chairman of the Board, President and Chief
Executive Officer
The Louisiana Land and Exploration Company
909 Poydras Street
New Orleans, Louisiana 70112
Dear Mr. Steward:
This letter will confirm our agreement relating to the payment to
you of certain supplemental pension benefits to which The Louisiana
Land and Exploration (the "Company") has agreed in order to induce
you to remain in the employment of the Company. The terms of the
agreement are as follows:
1. You shall be entitled to participate in The LL&E Pension Plan,
the Compensatory Benefits Agreement, and The LL&E Supplemental
Excess Plan (collectively, the "Pension Plans") to the full
extent permissible under the terms of the Pension Plans.
2. If your employment with the Company terminates for any reason
(including, without limitation, by reason of retirement, death
or termination for any reason), you will be entitled to
receive the benefits that would have been provided under the
Pension Plans calculated as if you had been employed by the
Company from December 3, 1962 (including, without limitation,
any early retirement benefits to which you would have been
entitled if your employment by the Company had commenced on
December 3, 1962), less the actuarial value of any benefits
which you are eligible to receive under the terms of any
defined benefit pension plan of Shell Oil Company. Any amount
payable to you in accordance with the foregoing shall be
distributable therefrom (in the form and manner determined
pursuant to the terms of the respective Pension Plans), and
the balance shall be paid to you directly by the Company in
the form and manner determined pursuant to Appendix A hereto.
The terms of the agreement set forth herein are the result of
negotiations between the Company and you and reflect the desire of
both parties to fix irrevocably the form of payment of pension
benefits not payable under the Pension Plans and their mutual
agreement to the form of payment set forth in Appendix A. This
letter supersedes the letters from us to you dated August 6, 1982
and November 10, 1988, setting forth the terms of our prior
agreements to provide certain supplemental pension benefits to you
in connection with your employment with the Company, and such
earlier agreements are hereby revoked.
This letter is being executed in duplicate. If you are in
agreement with the terms hereof, please execute both copies and
return one copy to the Secretary of the Company.
Very truly yours,
THE LOUISIANA LAND AND
EXPLORATION COMPANY
BY: /s/Arthur R. Taylor
_______________________________
Arthur R. Taylor
The undersigned hereby agrees (i) to the revocation of the prior
agreements dated August 6, 1982 and November 10, 1988, and (ii) to
the terms of the agreement set forth herein.
BY: /s/H. Leighton Steward
_______________________________
H. Leighton Steward
December 27, 1994
Date
APPENDIX A
1. Upon the termination of your employment for any reason
other than death, the Benefit Committee of the Company (the
"Committee") shall calculate a dollar amount equal to: (i) the
actuarial value of the benefits that would have been provided under
the Pension Plans calculated as if you had been employed by the
Company from December 3, 1962 (including, without limitation, any
early retirement benefits to which you would have been entitled if
your employment by the Company had commenced on December 3,1962),
reduced by (ii) the sum of (A) the actuarial value of any benefits
which you are eligible to receive under the terms of any defined
benefit pension plan of Shell Oil Company and (B) the actuarial
value of the benefits actually payable to you from the Pension
Plans. The foregoing actuarial values shall be determined on the
basis of the Actuarial Equivalent factors specified in The LL&E
Pension Plan as of the date of termination of your employment.
2. The Company shall establish on its books an account (the
"Account") for you and shall credit to the Account promptly upon
termination of your employment for any reason other than death the
dollar amount determined pursuant to Section 1 above. Additional
amounts shall be credited to or deducted from your Account as
described in the following provisions of this Section 2 until your
Account has been distributed in full hereunder. As of each
Quarterly Valuation Date (March 31, June 30, September 30,
December 31), there shall be credited to or deducted from your
Account an amount equal to the earnings or losses which would have
been allocated to your Account if your then Account balance had
been invested in one or more of the investment funds designated at
the applicable time pursuant to Section 4.1 of The LL&E
Supplemental Excess Plan (the "SEP") in accordance with your
election pursuant to Section 4 hereof. Distributions from your
Account shall be deducted from your Account.
3. Upon termination of your employment for any reason other
than death, the Committee shall calculate the benefits that would
have been paid to you if your outstanding Account balance from and
after the credit pursuant to the first sentence of Section 2 hereof
were credited with earnings at the rate of five percent (5%) per
annum compounded annually and your benefits were paid in ten equal
annual installments, with the first such installment being paid in
January of the calendar year following the calendar year of your
termination of employment and with the succeeding installment being
paid in January of each of the nine succeeding calendar years. The
calculation described in the preceding sentence shall be made in
such manner as to cause each such installment to be equal, taking
into account such assumed earnings rate of five percent (5%) per
annum. Your benefits shall be paid in the manner so determined,
provided, however, that (i) in no event will any payments be made
hereunder in excess of your then remaining Account balance (even if
this results in your receiving less than the amounts determined
under the foregoing calculation), and (ii) if any amount would
otherwise remain in your Account following the payment of the tenth
annual installment, such amount shall be added to and included in
such tenth annual installment payment. The installments pursuant
to this Section 3 shall be paid to you if you are living. If you
die before Account has been distributed in full, the remaining
installments shall be paid to your Beneficiary (as determined
pursuant to Section 6 hereof).
4. You shall be entitled to elect that your Account be
treated as invested in one or more of the investment funds
designated at the applicable time pursuant to Section 4.1 of the
SEP, by filing with the Committee an appropriate Investment
Election Form as prescribed by the Committee specifying the
percentage (in multiples of 10%) of the amounts credited and to be
credited to your Account which are to be treated as invested in
each of such investment funds. You may change your investment
election by filing a new Investment Election Form; provided,
however, that such changes shall be subject to such administrative
procedures as the Committee may prescribe.
5. Notwithstanding anything herein to the contrary:
(a) The Company may from time to time in its sole discretion
invest any assets in the investment funds designated pursuant to
Section 4.1 of the SEP, but it shall have no obligation to do so.
(b) Neither you, your spouse, nor any Beneficiary shall have
any right to any Company assets by reason of this agreement.
(c) Any assets invested in the investment funds by the
Company shall remain the assets of the Company and shall be subject
to the claims of general creditors of the Company.
6. For purposes of Section 3 hereof, your "Beneficiary"
shall be the person, persons, or entity designated by you on a form
prescribed by the Committee to receive benefits pursuant to Section
3 hereof upon your death. If no such beneficiary has been
effectively designated by you, your Beneficiary with respect to
benefits payable pursuant to Section 3 hereof shall be the person,
persons or entity designated by you as your beneficiary pursuant to
The LL&E Savings, or if there is no effective beneficiary
designation hereunder or under The LL&E Savings Plan, your
Beneficiary with respect to benefits payable pursuant to Section 3
hereof shall be your estate.
7. If your employment terminates by reason of your death,
your surviving spouse (if any) shall be entitled to a benefit
hereunder, which benefit shall be in an amount equal to: (i) the
benefits which would have been payable to your spouse under the
Pension Plans calculated as if you had been employed by the Company
from December 3, 1962 reduced by (ii) the sum of (A) the actuarial
value of any benefits which your spouse or any other beneficiary of
yours is eligible to receive under the terms of any defined benefit
plan of Shell Oil Company and (B) the benefits actually payable to
your spouse under the Pension Plans. Such benefit shall be paid to
your spouse in the same form and commencing at the same time as the
benefit is paid to your spouse under The LL&E Pension Plan. No
benefits shall be payable pursuant to this Section 7 if your
employment terminates by reason of your death and you are not
survived by a spouse.
8. The rights of you, your spouse, and your Beneficiaries
hereunder shall be solely those of an unsecured creditor of the
Company. Any asset acquired or held by the Company or funds
allocated by the Company in connection with the liabilities assumed
by the Company pursuant to this agreement shall not be deemed to be
security for the performance of the Company's obligations pursuant
hereto, but shall be and remain general assets of the Company.
9. To the extent permitted by law, the right or interest of
you, your spouse, and your Beneficiaries hereunder shall not be
assignable or transferable, in whole or in part, either directly or
by operation of law or otherwise, including without limitation,
execution, levy, garnishment, attachment, pledge, bankruptcy or in
any other manner (but excluding devolution on account of mental
incompetency and passage under will or intestacy laws in the case
of death), and any such right or interest hereunder shall not be
liable for or subject to any obligation or liability of you, your
spouse or your Beneficiaries.