Company Name: Exxon Mobil Corp.
Public Availability Date: March 18, 2005

Document Sections:

INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
APPENIX
INQUIRY LETTER
INQUIRY LETTER
STAFF REPLY LETTER

[INQUIRY LETTER]

January 20, 2005

VIA NETWORK COURIER
U.S. Securities and Exchange Commission

Division of Corporation Finance
Office of Chief Counsel
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: Securities Exchange Act of 1934Section 14(a); Rule 14a-8 Omission of Shareholder Proposal Regarding Oil and Gas Drilling in Protected and Sensitive Areas

Gentlemen and Ladies:

Enclosed as Exhibit 1 are copies of correspondence between David F. Cunningham and Exxon Mobil Corporation regarding a shareholder proposal ("Proposal") for ExxonMobil's upcoming annual meeting. Exhibit 1 also includes copies of correspondence between co-filers of the Proposal and ExxonMobil. We intend to omit the Proposal from our proxy material for the meeting for the reasons explained below. To the extent this letter raises legal issues, the following is my opinion as counsel for ExxonMobil.

The Shareholder Proposal

The Shareholder Proposal is set out in its entirety in Exhibit 1. The resolution is as follows:

RESOLVED, shareholders request that the independent directors of the Board of ExxonMobil prepare a report, at reasonable cost and omitting proprietary information, on the potential environmental damage that would result from the company drilling for oil and gas in protected areas such as IUCN Management Categories I-IV and Marine Management Categories I-V, national parks, monuments, and wildlife refuges (such as the Arctic National Wildlife Refuge), and World Heritage Sites. The report should consider the implications of a policy of refraining from drilling in such areas and should be available to investors by the 2006 annual meeting.

Reason for Omission - Proposal Relates to Ordinary Business Operations - Rule 14a-8(i)(7)

We believe the Proposal can be omitted on the basis of recent staff precedents holding that proposals regarding the evaluation of risks and benefits are matters of ordinary business. At its heart, that is precisely what the current Proposal requests: a report on the risks and potential benefits faced by ExxonMobil in connection with oil and gas drilling in sensitive areas.

The Proposal calls for a report on the potential environmental damage that would result from the Company drilling in protected areas and the implications of a policy to refrain from drilling in such areas. The third Whereas clause of the Proposal references a "need to study and report on the impact on our company's value from decisions to do business in sensitive areas or areas of high conservation value..."

The second paragraph of the Supporting Statement in the Proposal also states that "there is a need to study and disclose the impact on our company's value from decisions to do business in sensitive and protected areas" and that the proposed report "would allow shareholders to assess the risks created by the company's activity in these areas as well as the company's strategy for managing these risks."

Similar proposals were held excludable last proxy season on ordinary business grounds, and we believe the same arguments apply to the current Proposal regarding ExxonMobil. See American International Group, Inc. (available February 11, 2004) (proposal requesting the company to prepare a report providing a comprehensive assessment of the company's strategies to address the impacts of climate change on its business may be excluded as relating to the company's ordinary business operations (i.e., evaluation of risks and benefits)); Newmont Mining Corporation (available February 4, 2004) (proposal requesting the board to publish a comprehensive report on the risk to the company's operations, profitability, and reputation from social and environmental liabilities could be excluded as relating to the company's ordinary business operations (i.e., evaluation of risk)); and The Dow Chemical Company (available February 13, 2004) (proposal requesting the board to publish a report on costs of remediation or liability related to toxic substances relates to ordinary business (i.e., evaluation of risks and liabilities)).

For these reasons, we believe the Proposal may be excluded because it relates to matters of ordinary business.

Reason for Omission of Proposal - Vague and Indefinite - Rule 14a-8(i)(3)

If the staff disagrees that the Proposal can be omitted because it relates to ordinary business operations, the Company believes that it may nevertheless be omitted pursuant to Rule 14a-8(i)(3). This rule provides that a proposal may be omitted if it is contrary to any of the proxy rules, including Rule 14a-9, which prohibits materially false and misleading statements in proxy soliciting materials. The requirements of the Proposal that the Company prepare a report relating to "protected areas" are vague, indefinite, and therefore, potentially misleading.

While the Proposal gives examples of the types of "protected areas" that should be studied, the Proposal does not define or explain terms such as "IUCN Management Categories I-IV," "Marine Management Categories I-V," or "World Heritage Sites," and therefore does not provide shareholders with sufficient information upon which to make an informed decision since most shareholders would not understand the scope or coverage of the proposed report. Moreover, the Proposal is not limited to those enumerated types of areas. Further, even if the "universe" of areas to be studied were more precisely defined, it would be impossible to know what a generalized study of the type seemingly requested in the Proposal would include.

Biodiversity assessments and decisions regarding the conduct of our operations in environmentally sensitive areas must be location and ecosystem-specific to be meaningful rather than the generalized approach suggested by this Proposal. Each prospective exploration and development area has unique characteristics and sensitivities requiring site-specific scientific evaluation and risk assessment. ExxonMobil's approach requires a thorough and systematic assessment of environmental and other impacts prior to conducting drilling or other operations.

For these reasons, we believe that neither the shareholders voting on the Proposal nor the directors implementing it would be able to determine with any reasonable certainty what actions or measures the Proposal requires. Therefore, we believe the Proposal is vague and indefinite and should be excluded.

Similar proposals have been found excludable on vagueness and indefiniteness grounds. See The Kroger Co. (available March 19, 2004) (proposal requesting the company to prepare a sustainability report based on the Global Reporting Initiative's sustainability reporting guidelines may be excluded because it is vague and indefinite) and Dean Foods Company (available February 25, 2004) (similar to proposal for The Kroger Co. above.).

Reason for Omission of Proposal - Proposal has been substantially implemented - Rule 14a-8(i)(10)

Although we believe the Proposal should be excluded because it deals with ordinary business operations and is, in any event, vague and indefinite, we also believe that ExxonMobil has already substantially implemented what could realistically be required by any fair interpretation of the Proposal. As described above, a generalized report of environmental impacts in all potentially "sensitive" areas around the world would be meaningless. The only way to realistically determine the impact of drilling in sensitive areas is to conduct a precise and thorough systematic assessment of environmental and other impacts prior to drilling or conducting other operations in a specific area. And, in fact, that is precisely the approach ExxonMobil takes each time it plans drilling or other operations in a new area.

ExxonMobil recognizes the protection of biodiversitythe variety and complexity of lifeas an important conservation issue that presents broad challenges to society. We believe that we have consistently demonstrated our ability to operate responsibly in sensitive areas by implementing scientific, practical, and sustainable solutions. Protecting biodiversity is part of our environmental management system and is considered during business planning across all aspects of our operations.

ExxonMobil's Environment Policy (copy enclosed as Exhibit 2) appropriately and adequately addresses the potential issues raised by this Proposal. The Environment Policy confirms ExxonMobil's commitment to continuous efforts to improve environmental performance and provides definitive standards for the conduct of all our activities. Further, our Operations Integrity Management System provides the systematic and disciplined framework to manage safety, health, environment, and security risks in our operations and to promote exemplary execution of our policies and standards. A key element of the implementation of this framework is the systematic assessment, using scientific methods, of environmental aspects and impacts of proposed work (often called an Environmental Assessment), which identifies potential environmental and socioeconomic impacts both of the planned work and the alternative of not undertaking the work. These together form the content of the evaluation that would be required by any fair reading of the shareholder Proposal.

Biodiversity conservation remains a focus area for the Corporation. Over the last two years, an internal work group has identified several actions to strengthen awareness of conservation requirements, including further integration of our practices in ecosystem protection into our management system discipline. Our approach is closely aligned with the twelve recommendations highlighted in the internationally-recognized "Energy and Biodiversity Initiative." ExxonMobil remains an active participant in the Biodiversity Working Group sponsored jointly by the International Petroleum Industry Environmental Conservation Association and the International Association of Oil and Gas Producers.

ExxonMobil will continue to communicate with shareholders and the public about our environmental conservation work through our annual Corporate Citizenship Report (copy of 2003 report enclosed as Exhibit 3) and on the Company's website. The enclosed Corporate Citizenship Report, for example, includes some information on biodiversity giving examples of efforts to protect biodiversity (see page 9). We believe the additional report requested by this Proposal would be duplicative to the assessments and documents already prepared. The Proposal should be excluded because we have substantially implemented what any fair reading of the Proposal could require.

If you have any questions or require additional information, please contact me directly at 972-444-1421. In my absence, please contact Jim Parsons at 972-444-1478.

Please file-stamp the enclosed copy of the letter and return it to me in the enclosed, self-addressed, postage-paid envelope. In accordance with SEC rules, I also enclose five additional copies of this letter and the exhibits. A copy of this letter and exhibits is being sent to the proponent. Copies of this letter are also being sent to the proponent's representative and each cofiler.

Very truly yours,

/s/

TFL:clt

Enclosures
c (w/encl.):

Proponent:
Mr. David F. Cunningham
5039 Route 22A
Benson, VT 05743

c (w/o encl.):

Proponent's Representive:

Mr. Rian F. Fried
President
Clean Yield Asset Management
3 Garvin Hill Road
Greensboro, VT 05841

Co-filers:

Ms. Antonio Clark
3118 Madeline Street
Oakland, CA 94602

Ms. Martha H. Davis
5050 South Albion Street
Littleton, CO 80121

Mr. Michael Leone
Green Century Capital Management, Inc.
29 Temple Place, Suite 200
Boston, MA 02111

Mr. Steve Lippman [William Saunders]
Senior Social Research Analyst
Trillium Asset Management
4233 Thackeray Place NE, #A
Seattle, WA 98105

[INQUIRY LETTER]

November 30, 2004

ExxonMobil Corporation
Attn: Corporate Secretary
5959 Las Colinas Boulevard
Irving, TX 75039-2298

BY OVERNIGHT MAIL

To Whom It May Concern,

Green Century Capital Management, Inc. (Green Century) is filing the enclosed shareholder resolution for inclusion in ExxonMobil's proxy statement for the 2005 annual meeting. Green Century holds over $2,000 worth of stock in ExxonMobil, has held this position for over a year, and intends to hold it through the date of the annual meeting. Verification of ownership will be sent in the near future. We believe that this filing is in accordance with Rule 14 a-8 of the Securities Exchange Act of 1934. If you have any questions regarding the validity of any part of this filing, please contact me at the address above. Please list Green Century as the primary filer of this resolution.

Green Century operates a family of environmentally responsible mutual funds. Green Century Funds' investors seek to invest in those companies committed to responsible environmental practices as well as strong financial performance, as we believe those companies will prosper in the long term.

Green Century is filing this resolution because of our concern regarding our company's policies and practices related to protected and sensitive areas. We mean this to include areas of high ecological value, such as the Arctic National Wildlife Refuge, as well as areas of great cultural significance. Our company's global operations require it to make decisions as to where it will seek to operate and how it will manage environmental and cultural risks in the areas in which it does choose to operate. Green Century would like to learn more about how our company makes these decisions, as we believe that these decisions can have a significant impact on shareholder value.

ExxonMobil's competitors have indicated that they believe that this issue is growing in importance and must be handled responsibly by the industry. Last year, Royal Dutch/Shell (Shell) announced that it would refrain from operating in sites designated by UNESCO as World Heritage Sites. This policy, while only a first step, is significant because it demonstrated that Shell is committed to engaging transparently with stakeholders on this issue, and that it was willing to consider refraining from operating in the most sensitive areas. BP plc has also engaged consistently with shareholders and other stakeholders on this issue. We believe this issue will only become more relevant to our company in the years ahead, and that the development of a proactive policy in this area can enhance shareholder value while protecting environmentally and culturally sensitive areas.

We would welcome the opportunity to speak with you on this issue, and we would consider withdrawing this resolution if the company is willing to take specific action on the issues presented in our resolution.

I look forward to hearing from you on this important issue.

Sincerely,

Michael Leone

Green Century Capital Management, Inc.

Enclosure: Resolution

[INQUIRY LETTER]

December 3, 2004

VIA UPS - OVERNIGHT DELIVERY

Mr. Michael Leone
Green Century Capital Management, Inc.
29 Temple Place, Suite 200
Boston, MA 02111

Dear Mr. Leone:

This will acknowledge receipt of the proposal concerning a biodiversity report, which you have submitted on behalf of Green Century Capital Management, Inc. in connection with ExxonMobil's 2005 annual meeting of shareholders.

Rule 14a-8 (copy enclosed) requires that, in order to be eligible to submit a proposal, you must have continuously held at least $2,000 in market value of the company's securities entitled to vote at the meeting for at least one year by the date you submit a proposal. Since Green Century Capital Management, Inc. does not appear on our records as a registered shareholder, you must submit proof that Green Century Capital Management, Inc. meets these eligibility requirements, such as by providing a statement from the record holder (for example, a bank or broker) of securities that you may own beneficially. Note in particular that your proof of ownership (1) must be provided by the holder of record; (2) must indicate that you owned the required amount of securities as of December 1, 2004, the date we received your proposal; and (3) must state that you have continuously owned the securities for at least 12 months prior to December 1, 2004. See paragraph (b)(2) of Rule 14a-8 (Question 2) for more information on ways to prove eligibility.

At this date we have not received proof of shareholdings. You stated in your letter of November 30 that this information would follow. This information must be postmarked, or transmitted electronically, to us no later than 14 days from the date you receive this notification.

You should note that, if your proposal is not withdrawn or excluded, you or a representative, who is qualified under New Jersey law to present the proposal on your behalf, must attend the annual meeting in person to present the proposal.

We are interested in discussing this proposal with you and will contact you in the near future.

Sincerely,

/s/

Enclosure

[APPENIX]

Oil and Gas Drilling in Protected and Sensitive Areas

WHEREAS, biodiversity is being lost at an alarming rate and that there is a need to preserve the Earth's remaining species of plants and animals.

WHEREAS, protected and sensitive areas are essential for supporting biodiversity. Oil and gas drilling and development in these areas are likely to have negative impacts on biodiversity. For example, the U.S. Department of the Interior estimates that oil and gas drilling In the coastal plain of the Arctic National Wildlife Refuge will displace or damage up to 40 percent of the Porcupine River Caribou herd, threaten denning areas for polar bears, and disturb ecosystems that support more than 120 species of migratory birds. The company has already started drilling off of Sakhalin Island in eastern Russia. The Sakhalin I project, which is being developed by Exxon Neftegaz Limited, will adversely impact the world's last remaining Western Pacific grey whales and important fisheries including Pacific salmon;

WHEREAS, as shareholders, we believe there is a need to study and report on the impact on our company's value from decisions to do business in sensitive areas or areas of high conservation value (ecologically sensitive, biologically rich or environmentally sensitive cultural areas).

WHEREAS, preserving sensitive ecosystems will enhance our company's image and reputation with consumers, elected officials, current and potential employees, and investors;

WHEREAS, some of our major competitors have already enacted such a policy and are members of the Energy Biodiversity Initiative,

RESOLVED, shareholders request that the Independent directors of the Board of ExxonMobil prepare a report, at reasonable cost and omitting proprietary Information, on the potential environmental damage that would result from the company drilling for oil and gas in protected areas such as IUCN Management Categories I-IV and Marine Management Categories I-V, national parks, monuments, and wildlife refuges (such as the Arctic National Wildlife Refuge), and World Heritage Sites. The report should consider the implications of a policy of refraining from drilling in such areas and should be available to investors by the 2006 annual meeting.

Supporting Statement

We agree with the company when it states "ExxonMobil recognizes the protection of biodiversity - the variety and complexity of life - as an important conservation issue that presents broad challenges to society."

We welcome this interest in biodiversity, and as shareholders we strongly believe, in addition to recognizing the issue, there is a need to study and disclose the impact on our company's value from decisions to do business in protected and sensitive areas. This would allow shareholders to assess the risks created by the company's activity in these areas as well as the company's strategy for managing these risks.

Vote YES for this proposal, which will improve our company's reputation and make ExxonMobil a leader in promoting biodiversity.

[INQUIRY LETTER]

December 15, 2004

VIA UPS OVERNIGHT DELIVERY

Ms. Antonia Clark
3118 Madeline Street
Oakland, CA 94602

Dear Ms. Clark:

This will acknowledge receipt of your letter indicating that you wish to co-file the proposal previously submitted by Mr. Michael Leone for Green Century Capital Management, Inc., concerning a drilling report in connection with ExxonMobil's 2005 annual meeting of shareholders.

Since the proxy rules do not address co-sponsoring of proposals, we will assume that Green Century Capital Management, Inc. will be the sponsor of this proposal. Enclosed is a copy of our letter to Mr. Michael Leone acknowledging receipt of this proposal.

Rule 14a-8 (copy enclosed) requires that, in order to be eligible to submit a proposal, you must have continuously held at least $2,000 in market value of the company's securities entitled to vote at the meeting for at least one year by the date you submit a proposal. Note that a statement of eligibility must be provided by the record holder of the securities. Since you do not appear on our records as a registered shareholder, you must submit proof that you meet these eligibility requirements, such as by providing a statement from the record holder of securities (usually a bank or broker) that you may own beneficially. Note in particular that your proof of ownership (1) must be provided by the holder of record; (2) must indicate that you owned the required amount of securities as of December 14, 2004, the date we received your proposal; and (3) must state that you have continuously owned the securities for at least 12 months prior to December 14, 2004. See paragraph (b)(2) of Rule 14a-8 (Question 2) for more information on ways to prove eligibility.

Your letter of December 10 included a letter dated December 13, 2004, from Linda Jacobs stating that you have held over $2,000 in market value of Exxon Mobil Corporation stock for over a year. This letter does not adequately establish your eligibility to submit a shareholder proposal. As explained above, you must submit documentation from the record holder of your securities indicating that you have continuously held the required value of securities for at least one year as of December 14, 2004, the date of submission and our receipt of your proposal. The letter from Linda Jacobs verifies ownership through December 13.

In addition, the proof of ownership must be submitted by the record holder of your shares. The records of our transfer agent do not indicate that either Linda Jacobs or Cambridge Investment Research, Inc. is a record holder of ExxonMobil stock, nor does either appear on DTC's records as a direct participant in the DTC system.

Documentation establishing your eligibility and correcting the deficiencies specifically noted in this letter must be postmarked, or transmitted electronically, to us no later than 14 days from the date you receive this notification.

Sincerely,

/s/

David G. Henry
Section Head

Shareholder Relations

c: Mr. Michael Leone Green Century Capital Management, Inc.

Enclosures

[INQUIRY LETTER]

March 7, 2005

Heather Maples
Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

Re: Shareholder Proposal Submitted to Exxon Mobil

Dear Ms. Maples:

On behalf of Clean Yield Asset Management, which represents David Cunningham ("the Proponent"), the owner of common stock of Exxon Mobil ("Exxon Mobil" or "the Company"), and the proponent of a shareholder proposal filed with Exxon Mobil, I am responding to the letter, dated January 21, 2005, sent to the Securities and Exchange Commission on behalf of the Company, in which the company contends that the Proponent's shareholder proposal may be excluded from the Company's 2005 proxy statement by virtue of Rule 14a-8(i)(7), 14a-8(i)(3), and 14a-8(i)(10).

Having reviewed the shareholder proposal, as well as Rule 14a-8, it is my opinion that the Proponent's shareholder proposal must be included in Exxon Mobil's 2005 proxy statement and that it is not excludable by virtue of any of the sections cited.

The shareholder proposal requests that the independent directors of the Board of the Company prepare a report concerning the potential impacts of oil drilling on protected areas, and the implications of a policy of refraining from drilling in certain classes of protected areas. Among the cited examples of protected areas are IUCN Management Categories I-IV, Marine Management Categories I-V, World Heritage Sites, and national wildlife refuges (such as the Arctic National Wildlife Refuge).

Background

Biodiversity, that is the variety of life on Earth, is a critical issue, not only for Exxon Mobil and the oil industry, but for the future of our species. Scientists have consistently cited adequate habitat as a key requirement for preserving biodiversity. By its very nature, the oil industry infringes on wildlife habitat. Whether it be through the land occupied by its equipment, or the air pollution it generates, the oil industry can significantly alter the landscapes in which it operates. This can be damaging to wildlife, especially in areas that have been recognized internationally as sensitive ecological areas. Some of these areas have been protected to varying extents by the governments of the countries in which they reside, but this does not always mean that these areas will not be opened for oil and gas drilling, as is evidenced by current efforts to open the Arctic National Wildlife Refuge.

Rule 14a-8 Provides No Basis for Exclusion of the Resolution

The Company has asked the Securities and Exchange Commission (the "Staff") for permission to exclude the shareholder proposal on three grounds: that the proposal interferes with the ordinary business operations of the Company; that the proposal is vague and indefinite, and, as a result, misleading; and that the proposal has already been substantially implemented by the Company.

Ordinary Business

Biodiversity and the oil industry's operations in protected and sensitive areas is an important policy issue for Exxon Mobil and its peers. Evidence of this is the Energy and Biodiversity Initiative, an industry working group dedicated to developing best practices for oil companies seeking to protect biodiversity. The Company's discussion of biodiversity on page 4 of its letter demonstrates that this is a significant issue with which the Company is deeply concerned. Therefore, the Company's approach to operations in protected areas is a broad question of policy, and not a matter of ordinary business.

The Proponent does not seek a review of the potential environmental damage posed by operations in every single site mentioned in the Resolved clause. What the proposal requests is a report on the potential environmental damage that would be caused by operations in such sites in general. This will allow shareholders to know whether the Company's operations are being responsibly evaluated and conducted.

Though the proposal relates to issues of risk, it is significantly different from the cases cited by the Company. In all three cases cited, the resolutions related to current risks in company operations, as opposed to potential risks or risks that may arise as a result of general company policies and practices. In the case of the Proponent's resolution, this resolution is concerned with potential risks that may arise as a result of the Company's conduct in protected and sensitive areas. This is a broader policy question than the risks posed by any particular operation in which the Company is already engaged.

Vague and Misleading

The Proponent's proposal specifically outlines the type of report that it is requesting. Such a report would discuss the potential environmental damage that could result from drilling operations in areas such as those listed in the Resolved clause of the proposal. The classifications of protected areas that are listed are widely known and could be easily sought out by interested shareholders. For example, a simple search engine request for the term "IUCN" on Google found almost 1.5 million entries, including the IUCN website, which was the first entry. IUCN and World Heritage Sites are recognized internationally as the best classifications of protected areas currently available. Furthermore, shareholders who do not know these classifications and do not seek out further information will at least know that the Proponent has spelled out the types of areas to be considered under our proposal; the context of the Resolved clause makes it clear that these are categories of areas that the Proponent considers to be "sensitive". The Proponent does not see how shareholders will be confused or unable to determine their vote on this proposal.

Though the Proponent does not believe that this proposal is vague or misleading, he would be willing to amend the proposal if necessary to avoid any potential confusion. Such a clarification could include references where interested shareholders could learn more about IUCN Management Categories I-IV, IUCN Marine Management Categories, and World Heritage Sites. Such an amendment of a vague term in either the proposal itself or in the supporting statement may be deemed acceptable by the Staff. Staff Legal Bulletin No. 14, Section E.5. (July 13, 2001).

Substantially Implemented

Neither the Company's Environment Policy nor its Corporate Citizenship Report provide any relevant information regarding the Company's approach to operations in protected or sensitive areas. Though the Company conducts legally mandated Environmental Impact Statements (EIS) before drilling in an area, this does not provide any information on whether and how the Company considers where to seek to operate. In the absence of such information, it is quite possible that the Company has decided where it would like to operate before conducting an EIS. The thrust of the Proponent's proposal, which is to request more information on how such decisions are made and the extent to which the environment is considered in them, is outside the scope of an EIS.

For the foregoing reasons, the Proponent's shareholder proposal is not excludable by virtue of Rule 14a-8 and the Company's no-action letter request should be denied.

Please feel free to contact me with respect to any questions in connection with this matter, or if the Staff wishes to receive any further information.

Sincerely,

/s/

Michael Leone
Green Century Capital Management

Cc: Dave Henry, Exxon Mobil
Rick Hausman, Clean Yield Asset Management
Steve Lippman, Trillium Asset Management
Martha Davis
Antonia Clark

[STAFF REPLY LETTER]

March 18, 2005

Response of the Office of Chief Counsel Division of Corporation Finance

Re: Exxon Mobil Corporation Incoming letter dated January 20, 2005

The proposal requests a report on the potential environmental damage that would result from ExxonMobil drilling for oil and gas in protected areas and the implications of a policy of refraining from drilling in those areas.

We are unable to concur in your view that ExxonMobil may exclude the proposal under rule 14a-8(i)(3). Accordingly, we do not believe that ExxonMobil may omit the proposal from its proxy materials in reliance on rule 14a-8(i)(3).

We are unable to concur in your view that ExxonMobil may exclude the proposal under rule 14a-8(i)(7). Accordingly, we do not believe that ExxonMobil may omit the proposal from its proxy materials in reliance on rule 14a-8(i)(7).

We are unable to concur in your view that ExxonMobil may exclude the proposal under rule 14a-8(i)(10). Accordingly, we do not believe that ExxonMobil may omit the proposal from its proxy materials in reliance on rule 14a-8(i)(10).

Sincerely,

/s/

Kurt K. Murao
Attorney-Advisor