Company Name: Exxon Mobil Corp.
Public Availability Date: March 19, 2005

Document Sections:

INQUIRY LETTER
APPENDIX 1
APPENDIX 2
INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
STAFF REPLY LETTER

[INQUIRY LETTER]

January 20, 2005

VIA NETWORK COURIER

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

Re: Securities Exchange Act of 1934Section 14(a); Rule 14-8 Omission of Shareholder proposal Regarding Shareholder Voting on Certain Compensation Matters

Gentlemen and Ladies:

Enclosed as Exhibit 1 are copies of correspondence between Exxon Mobil Corporation and William Steiner regarding a shareholder proposal for ExxonMobil's upcoming annual meeting. 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 not addressed by the opinion of our outside New Jersey counsel enclosed as Exhibit 2, this letter is my opinion as counsel for ExxonMobil.

Proposal would cause the company to violate state law.

The proposal, if adopted by the shareholders, would request the Board of Directors of ExxonMobil to amend the company's by-laws to prohibit ExxonMobil from paying to any officer annual compensation in excess of the deductibility limits established by the Internal Revenue Code unless the payment was approved by a vote of a majority of ExxonMobil's shareholders within one year preceding the payment.

The proposal further provides that, for purposes of the proposed limit on compensation, ExxonMobil may exclude (i) performance-based compensation if ExxonMobil first discloses to shareholders the specific performance goals and standards adopted for any performance-based compensation plan, including any schedule of earned values under any long-term or annual incentive plan, and (ii) incentive stock options if ExxonMobil has recorded as an expense on its financial statements the fair value of the options granted.

Rule 14a-8(i)(2) allows a company to exclude a proposal if implementation of the proposal would cause the company to violate any state, federal or foreign law to which the company is subject. ExxonMobil is a New Jersey corporation. As discussed in more detail in the legal opinion of Pitney Hardin LLP, our New Jersey outside counsel (see Exhibit 2), adopting the proposed voting standard would violate Sections 14A:5-10 and 14A:5-11(1) of the New Jersey Business Corporation Act ("NJBCA").

The by-law contemplated by the proposal would require approval by "the majority of the stockholders" for certain compensation. Such an approval requirement would constitute a deviation from the "one share, one vote" standard set forth under New Jersey law. As explained in more detail below and in the attached opinion of outside counsel, any variation of the standard voting provisions otherwise applicable under New Jersey law must be contained in ExxonMobil's certificate of incorporation. Since ExxonMobil's certificate of incorporation does not authorize the voting methodology contemplated by the proposal, implementing the by-law requested by the proposal would be invalid and in violation of Sections 14A:5-10 and 14A:5-11(1) of the NJBCA.

The reference to approval by "the majority of the stockholders" in the proposal is not explained clearly, but could mean either (i) approval by a majority of the persons holding ExxonMobil shares, without regard to the number of shares owned by each such person, (ii) approval by a majority of the shares outstanding at the time of the vote or (iii) approval by holders of a majority of the shares present at the meeting of the shareholders at which the vote is taken. The first standard would be a form of "per capita" voting because it is based on the number of shareholders voting and not the number of shares held by those voting; the second standard would require the affirmative vote of holders of a majority of all shares outstanding instead of a majority of votes cast at the meeting; and the third standard would require that "yes" votes represent a majority of the shares present or represented at the meeting instead of requiring more "yes" votes than "no" votes. None of these possible interpretations could be validly implemented by an amendment of ExxonMobil's by-laws.

Section 14A:5-10 of the NJBCA provides that, "[e]ach outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, unless otherwise provided in the certificate of incorporation." This section of the NJBCA has been effective since 1969. The predecessor statute, Section 14:5-12, permitted a variance from the "one vote per share" standard to be in the certificate of incorporation or the by-laws. However, since the effective time of the NJBCA, such alterations must be in the certificate of incorporation. The drafters of the NJBCA, in the Commissioners' Comment to Section 14A:5-10 of the NJBCA, stated, "[t]his section requires that the provision for such a departure [from one vote per share] appear in the certificate of incorporation."

Under the Act, matters voted upon by shareholders are approved, as a matter of law, upon the affirmative vote of a majority of the votes cast at the meeting. Neither the total number of shareholders, nor the total number of shares outstanding, nor the total number of shares represented at the meeting are relevant for determining whether a matter has been approved. Section 14A:5-11(1) of the NJBCA provides that shareholders must act by a majority of the "votes cast" at a meeting of shareholders unless otherwise provided in the corporation's certificate of incorporation or the NJBCA. As discussed in the Pitney Hardin opinion, under the "votes cast" standard established by Section 14A:5-11(1), an action taken at a meeting at which a quorum is present is deemed approved if the number of shares voting "yes" exceeds the number of shares voting "no." The number of shareholders (as opposed to shares) voting in favor of an action is not relevant to whether the action is deemed approved under Section 14A:5-11(1).

Sections 14A:5-10 and 14A:5-11(1) of the NJBCA provide that these voting standards must be followed unless a different voting standard is dictated by either the corporation's certificate of incorporation or the NJBCA. The certificate of incorporation of ExxonMobil does not contain any provision permitting a voting standard other than based on one vote per share or any provision permitting per capita voting except that the votes per share of certain preferred shares may have more than one vote per share, but in such event, the voting would be based on votes per share, not on votes per holder. Neither does the certificate of incorporation of ExxonMobil contain any provision permitting shareholder approval of a matter other than by a majority of votes cast except for specific items which are not related to officer compensation. Accordingly, the proposal is excludable under Rule 14a-8(i)(2) because it mandates a voting standard that violates state law.

The staff recently concurred in the omission of the same proposal under Rule 14a-8(i)(2) on the basis of Delaware state law. See Hewlett-Packard Company (available January 6, 2005). As noted in the attached opinion, New Jersey law contains the same provision as Delaware law that one vote per share applies unless otherwise provided in the certificate of incorporation.

The proposal may also be omitted from ExxonMobil's proxy material under Rule 14a-8(i)(2) because amending ExxonMobil's by-laws to restrict ExxonMobil's Board of Directors' authority to determine compensation violates Section 14A:6-1 of the NJBCA, which provides that the business and affairs of a New Jersey corporation must be managed by the board of directors unless otherwise provided in the corporation's certificate of incorporation or the NJBCA. As discussed in the Pitney Hardin opinion, the determination of compensation of officers is within the authority of the board of directors to manage the business and affairs of the corporation. Any limitation on that power must, under Section 14A:6-1 of the NJBCA, only appear in either the corporation's certificate of incorporation or the NJBCA.

ExxonMobil's certificate of incorporation does not contain any provision that permits shareholders to limit the power and authority of the board of directors to establish the compensation of officers or otherwise to manage the business and affairs of ExxonMobil. The NJBCA does not limit the authority of the board of directors of a New Jersey corporation to determine the compensation of the corporation's officers as contemplated by the proposal. Accordingly, implementing a by-law amendment that would restrict the board's authority to establish the compensation of officers would violate Section 14A:6-1 of the NJBCA, which establishes the exclusive mechanisms for limiting the board's authority. The appropriate place for limiting the authority of ExxonMobil's board of directors is ExxonMobil's certificate of incorporation, as specifically permitted by Section 14A:9-1(q) of the NJBCA, and not through a by-law amendment.

The proposal may therefore also be omitted under Rule 14a-8(i)(2) because adoption of the proposal would violate Section 14A:6-1 of the NJBCA. See GenCorp Inc. (available December 20, 2004) (proposal to amend by-laws would violate comparable provisions of Ohio law) and SBC Communications Inc. (available December 16, 2004) (proposal to amend by-laws would violate comparable provisions of Delaware law).

Proposal not a proper subject for shareholder action.

A company is permitted to exclude a proposal under Rule 14a-8(i)(1) if the subject matter of the proposal is not a proper subject for action by shareholders under the laws of the jurisdiction of the company's organization. The proposal seeks to amend ExxonMobil's by-laws to prohibit ExxonMobil from paying compensation to its officers in excess of certain amounts unless the compensation has been approved "by a vote of the majority of the stockholders." For the reasons set forth above, requiring approval by a vote of the "majority of the stockholders" in this manner would violate New Jersey law and accordingly, the proposal mandates a voting standard that violates state law. Accordingly, the proposal is not a proper subject for shareholder action and may also be excluded under Rule 14a-8(i)(1).

Proposal is beyond ExxonMobil's power to implement.

Rule 14a-8(i)(6) permits exclusion of a proposal if the company lacks the power or authority to implement it. As discussed above, New Jersey law prohibits ExxonMobil from amending its by-laws in the manner set forth in the proposal. ExxonMobil therefore does not have the power or authority to implement the proposal and the proposal is thus excludable under Rule 14a-8(i)(6).

Proposal is vague and misleading.

In light of the recent Hewlett-Packard letter and the requirements of New Jersey law letter regarding shareholder voting discussed above, we believe it is clear the proposal may be omitted from ExxonMobil's proxy material under Rules 14a-8(i)(2), (1) and (6). However, we note that there are additional unrelated grounds on which we believe the proposal may also be omitted.

Pursuant to Rule 14a-8(i)(3) a company may exclude a proposal or supporting statement that is contrary to any of the Commission's proxy rules, including Rule 14a-9, which prohibits materially false or misleading statements in proxy soliciting materials.

A shareholder proposal may be excluded when it is "so inherently vague and indefinite that neither the shareholders voting on the proposal, nor the company in implementing the proposal (if adopted), would be able to determine with any reasonable certainty exactly what actions or measures the proposal required." Philadelphia Elec. Co. (July 30, 1992); Staff Legal Bulletin No. 14B, §B.1 (September 15, 2004).

The proposal is misleading to shareholders because many of its substantive terms are so inherently vague and indefinite that, if the proposal were adopted, neither ExxonMobil nor its shareholders would be able to determine with any reasonable certainty what particular actions were required to be taken. Accordingly, as set forth below, the proposal is excludable under Rule 14a-8(i)(3).

A. The proposal is Internally Inconsistent Regarding Non-deductible Compensation

While the proposal does not cite any specific section of the Internal Revenue Code (the "Code"), it appears the proposal is based on Section 162(m) of the Code, which prohibits publicly held corporations from deducting, in any tax year, compensation in excess of $1,000,000 paid to a company's chief executive officer and to the other "named executive officers." Certain forms of compensation including performance-based compensation are excluded from this calculation so long as certain conditions are met, such as: (i) attainment by the executive of certain performance goals set by a qualified compensation committee; (ii) the terms under which the compensation is to be paid, including the performance goals, were approved by shareholders; and (iii) the compensation committee certified prior to payment that the performance goals were met. Compensation resulting from a stock option or stock appreciation right ("SAR") also is considered performance-based, if the plan under which the option or SAR was granted was approved by shareholders; the grant of the option or SAR was approved by a qualified compensation committee; and the exercise price of the option or SAR was not less than the fair market value of the underlying stock on the date of grant.

At first blush it seems the proposal is aimed squarely at non-deductible compensation. Upon closer reading however, the proposal seems to require ExxonMobil to exclude performance-based compensation from the deductibility calculation only if ExxonMobil "shall first have disclosed to stockholders the specific performance goals and standards adopted for any performance-based compensation plan, including any schedule of earned values under any longterm or annual incentive plan" and with respect to incentive stock options, only where ExxonMobil "records as an expense on its financial statements the fair value of any stock options granted." Yet, because performance-based compensation paid to executives within the parameters of Section 162(m) of the Code does not require such additional steps, such compensation would be deductible by ExxonMobil and would be excluded from the by-law calculation because it would not be "in excess of the limits established by the Code for deductibility of employee remuneration" as set forth in the initial paragraph of the proposal. As a result, the shareholders and ExxonMobil would have no way of knowing what compensation should be included and what compensation should excluded from the calculations that would be required by the proposal.

B. Voting Requirement is Unclear

As discussed previously in this letter, the requirement in the proposal for approval by a "majority of the stockholders" is susceptible to multiple interpretations (none of which, as noted, would be permissible in a by-law amendment). This uncertainty regarding the voting standard contemplated by the proposal also renders the proposal vague and indefinite for purposes of Rule 14a-8(i)(3).

C. It is Unclear When Approval of Compensation Would be Required by Shareholders

The proposal would require that compensation exceeding the limits set forth in the proposal be approved by shareholders "within one year preceding the payment of such compensation." The proposal does not provide a method to determine when compensation will be deemed "paid" for purposes of this requirement. Compensation under a performance-based plan, such as stock options, may not occur for many years after the grant of such compensation. Because these performance-based awards are granted at fair market value on the date of grant, there currently is no accurate way to determine the "compensation" cost of such performance-based awards at the time of grant, and in any event as stated above, it is unclear whether such compensation is included or excluded from the deductibility calculation. In addition, the payment date for such awards could be the date of grant, the date on which the compensation committee establishes the performance goals, the date on which the committee certifies that the performance goals have been met or the date on which options are exercised. Moreover, the compensation associated with the exercise of a stock option is considered earned, for tax purposes, at the time the stock option is exercised.

Given that options are generally exercisable for a 10 year period and that the timing of exercise (and hence, taxable compensation) is determined by the option holder, the situation could arise where a non-named executive is granted performance-based stock options under a shareholder approved plan meeting all the conditions of Section 162(m) in year 1, becomes a named executive officer in year 5, and seeks to exercise stock options in year 5. If the proposal were to pass, the option holder would be prevented from exercising the options because shareholder approval would not have been obtained in year 4a condition that neither ExxonMobil nor the shareholders may have known could arise. In such a situation, ExxonMobil has no way to determine when approval would be required.

D. It is Unclear What Types of Compensation Would be Subject to Shareholder Approval

The proposal would require shareholder approval of any "annual compensation" paid to an officer in excess of the deductibility limit. The proposal does not define the term "annual compensation," and the term has no definition in the Code or the rules of the Commission (although a calculation of "annual compensation" can be made from the summary compensation table included in the proxy statement). The staff has previously allowed exclusion of a proposal seeking to limit executive compensation where it was unclear what compensation would be subject to the limit. PepsiCo Inc. (February 18, 2003) (excluding as vague and indefinite a proposal calling for a $1,000,000 cap on "top salary" where compensation subject to the cap included "bonus, perks, and stock options, and that this be prorated each year").

In sum, the proposal is misleading to shareholders because many of its substantive terms are so inherently vague and indefinite that if the proposal were adopted, neither ExxonMobil nor its shareholders would be able to determine with any reasonable certainty what particular actions were required to be taken. Accordingly, the proposal is excludable under Rule 14a-8(i)(3).

If you have any questions or require additional information, please contact me directly at 972-444-1478. In my absence, please contact Lisa K. Bork at 972-444-1473.

Please file-stamp the enclosed copy of this 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 enclosures. A copy of this letter with enclosures is also being sent to Mr. Steiner and his designated representative.

Sincerely,

/s/

JEP:clh

Enclosure

cc - w/enc: William Steiner
John Chevedden

[APPENDIX1]

EXHIBIT 1

William Steiner
112 Abbottsford Gate
Piermont, NY 10968

Mr. Lee R. Raymond
Exxon Mobil Corporation (XOM)
5959 Las Colinas Blvd.
Irving TX 75039

Dear Mr. Raymond,

This Rule 14a-8 proposal is respectfully submitted in support of the long-term performance of our company. This proposal is submitted for the next annual shareholder meeting. Rule 14a-8 requirements are intended to be met including the continuous ownership of the required stock value until after the date of the applicable shareholder meeting. This submitted format, with the shareholder-supplied emphasis, is intended to be used for definitive proxy publication. This is the proxy for Mr. John Chevedden and/or his designee to act on my behalf in shareholder matters, including this Rule 14a-8 proposal for the forthcoming shareholder meeting before, during and after the forthcoming shareholder meeting. Please direct all future communication to Mr. Chevedden at:

2215 Nelson Ave., No. 205
Redondo Beach, CA 90278
PH: 310-371-7872

Your consideration and the consideration of the Board of Directors is appreciated.

Sincerely,

/s/

William Steiner
Date 9/28/04

cc: Patrick T. Mulva, Corporate Secretary
PH: 972 444-1000
FX: 972 444-1348

[APPENDIX2]

3Subject Non-Deductible Executive Compensation to Shareholder Vote

RESOLVED, shareholders recommend that our Corporation's by-laws be amended by adding the following new Section:

"Section A.1. Executive Compensation. From the date of adoption of this section no officer of the Corporation shall receive annual compensation in excess of the limits established by the U.S. Internal Revenue Code for deductibility of employee remuneration, without approval by a vote of the majority of the stockholders within one year preceding the payment of such compensation. The only exception would be interference with un-removable contractual obligations prior to this proposal.

For purposes of the limit on executive compensation established by this Section, the Corporation may exclude compensation that qualifies either as "performance-based compensation" or as an "incentive stock option" within the meaning of the Internal Revenue Code only if:

(a) in the case of performance-based compensation, the Corporation shall first have disclosed to stockholders the specific performance goals and standards adopted for any performance-based compensation plan, including any schedule of earned values under any longterm or annual incentive plan; and

(b) in the case of incentive stock options, the Corporation shall record as an expense on its financial statements the fair value of any stock options granted."

This proposal was submitted by William Steiner, 112 Abbottsford Gate, Piermont, NY 10968.

This proposal would require that our company not pay any executive compensation in excess of the amount the Internal Revenue Code permits to be deducted as an expense for federal income tax purposes, without first securing shareholder approval.

Currently, the Code provides that publicly held corporations generally may not deduct more than $1 million in annual compensation for any of the company's five highest-paid executives. The Code provides an exception for certain kinds of "performance-based compensation."

Under this proposal our company would be able to pay "performance-based compensation" in excess of the deductibility limit, so long as the company has disclosed to shareholders the performance goals and standards the Board has adopted under these plans. This proposal also provides an exception for incentive stock options, if the Board has recorded the expense of such options in its financial statements.

A proposal similar to this was submitted by Amanda Kahn-Kirby to MONY Group and received a 38% yes-vote as a more challenging binding proposal at the MONY 2003 annual meeting. The 38% yes-vote was more impressive because:

1) This was the first time this proposal was ever voted.

2) The proponent did not even solicit shareholder votes.

I think it is reasonable to require our company to fully disclose to shareholders both the costs and the terms of its executive compensation plans, if the Board wishes to pay executives more than the amounts that are generally deductible under federal income taxes.

Notes:

This proposal is believed to conform with Staff Legal Bulletin No. 14B (CF), September 15, 2004.

The name and address of the proponent are part of the argument in favor of the proposal. A published name and address confirms that the proposal is submitted by a proponent who has the conviction to be named in the proxyjust as management is named in the proxy.

The above format is the format submitted and intended for publication.

The company is requested to assign a proposal number (represented by "3" above) based on the chronological order in which proposals are submitted. The requested designation of "3" or higher number allows for ratification of auditors to be item 2.

Please note that the title of the proposal is part of the argument in favor of the proposal.

In the interest of clarity and to avoid confusion the title of this and each other ballot item is requested to be consistent throughout the proxy materials.

Please advise if there is any typographical question.

[INQUIRY LETTER]

October 28, 2004

VIA UPS - OVERNIGHT DELIVERY

Mr. William Steiner
112 Abbottsford Gate
Piermont, NY 10968

Dear Mr. Steiner:

This will acknowledge receipt of the proposal concerning executive compensation, which you have submitted 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 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 (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 October 24, 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 October 24, 2004. See paragraph (b)(2) of Rule 14a-8 (Question 2) for more information on ways to prove eligibility.

Your response adequately correcting this problem 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

c: Mr. John Chevedden

[INQUIRY LETTER]

January 28, 2005

6 Copies
7th Copy for Date-Stamp Return

Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549

Exxon Mobil Corporation (XOM)
Shareholder Position on Company No-Action Request
Rule 14a-8 Proposal: Executive Pay Topic

Shareholder: William Steiner

Ladies and Gentlemen:

The company no action request is immediately misleading in stating "VIA NETWORK COURIER" on the front page. Although the shareholder is to receive a simultaneous copy, the shareholder copy was not delivered by "NETWORK COURIER." This delay places the shareholder at an unfair disadvantage with the company's untimely delivery by ordinary mail.

The company claims "the majority of the stockholders" text of this proposal could have 3 meanings. One of these meanings includes "approval by a majority of the shares outstanding ..." which does not seem to be per capita voting.

If the company insists on choosing the least workable meaning from its 3 meanings for "the majority of stockholders," which it has no need to do, then the company could then concurrently adopt per capita voting under New Jersey law.

In Schering-Plough Corporation (January 18, 2005) the Staff appears to have not concurred with a company argument that a company could not do two things concurrentlyimplement a proposal for a bylaw to destagger the board and concurrently amend its articles of incorporation to be consistent with the bylaw change.

The second opinion is believed to be incomplete. It does not argue that it would be impossible to concurrently amend the company's certificate of incorporation for per capita voting.

Rule 14a-8(i)(6)

The attached November 24, 2004 "Oracle Press Release" quotes Oracle Chairman Jeff Henley using "majority of the stockholders" interchangeably with majority vote or one share, one vote: "Though a large majority of the stockholders have already indicated their desire to sell, the current board appears intent on obstructing the will of the stockholders," Henley said. "We plan to give them a choice (emphasis added)." Oracle is a Delaware corporation.

To facilitate proposal acceptance this shareholder proposal was drafted based on the text of the proposal in The MONY Group Inc. (February 18, 2003) which had already been decided by the Office of Chief Counsel. The text of the Staff Reply Letter follows:

[STAFF REPLY LETTER]

February 18, 2003

Response of the Office of Chief Counsel Division of Corporation Finance

Re: The MONY Group Inc.

Incoming letter dated December 26, 2002

The proposal would amend MONY's by-laws to limit any officer from receiving annual compensation in excess of the limits established by the U.S. Internal Revenue Code for deductibility of employee enumeration, without approval by a majority of the stockholders within one year preceding the payment of such compensation.

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

We are unable to conclude that MONY has met its burden of establishing that the proposal would violate applicable state law. Accordingly, we do not believe that MONY may omit the proposal from its proxy materials in reliance on rules 14a-8(i)(2) and 14a-8(i)(6).

Sincerely,

/s/

Alex Shukhman
Attorney-Advisor

We believe that the MONY precedent should be upheld and that the company no action request not be concurred with.

Additionally there are a number of defects in the company no action request such as:

Contrary to the purported company analogy there is no text in this proposal similar to a "Top Salary" being "capped."

The company does not claim that shareholders are unfamiliar with the concept of "annual compensation" in spite of the fact that companies have devised a vast number of complex formulas to calculate "annual compensation."

Obfuscation of Pay Issue

The following quote is in regard to the company claim that its position should be favored because of the complex structure of executive compensation.

"One of the great, as-yet-unsolved problems in the country today is executive compensation and how it its determined."

SEC Chairman William Donaldson, 2003

This quote is from "Pay without Performance, the Unfulfilled Promise of Executive Compensation," 2004, by Lucian Bebchuk, Professor of Law and Jesse Fried, Professor of Law. The quote is at the beginning of Chapter 15, Improving Executive Compensation.

The following headline, sub-headline and text is from the January 9, 2005 issue of the Los Angeles Times:

"SEC Chief Bent On Reform

"* William H. Donaldson says he is taking aim at executive pay and fund trading abuses in 2005.

"Despite friction with business lobbyists, it appears that the SEC chairman will continue as Washington's top cop for the investment world, pursuing an aggressive 2005 agenda that will take aim at issues including executive pay and the mechanics of stock trading.

In an interview, Donaldson ..."

Reference:

http://www.latimes.com/business/la-fi-sec9jan09,0,6106173.story?coll=la-home-business

According to "Pay without Performance, the Unfulfilled Promise of Executive Compensation," 2004, by Lucian Bebchuk, Professor of Law and Jesse Fried, Professor of Law, page 21:

"Indeed it its worth noting that although star athletes are highly paid, some more than the average S&P 500 CEO, their compensation arrangements lack the features of executive pay arrangements that managerial influence produces. After the compensation packages of star athletes are negotiated, clubs have little reason to try to camouflage the amount of pay and to channel pay through arrangements designed to make the pay less visible. While athletes are paid generously during the period of their contracts, clubs generally do not provide them with a large amount of compensation in the form of postretirement perks and payments. Clubs also generally do not provide athletes with complex deferred-compensation arrangements that serve to obscure total pay. And when clubs get rid of players, they do not provide athletes with large gratuitous payments in addition to the players' contractually entitled payouts. As we shall see, however, these are all common practices in the area of executive compensation."

Also according to "Pay without Performance, the Unfulfilled Promise of Executive Compensation," page 67:

"That gives you an idea of the nature of the disclosures [in the executive compensation section]: it was legalistic, turgid, and opaque; the numbers were buried somewhere in the fourteen pages. Someone once gave a series of institutional investor analysts a proxy statement and asked them to compute the compensation received by the executive covered in the proxy statement. No two analysts came up with the same number. The numbers that were calculated varied widely."

I believe this proposal is consistent with SLB No. 14A, particularly with the following text:

We do not agree with the view of companies that they may exclude proposals that concern only senior executive and director compensation in reliance on rule 14a-8(i)(7).5

The Commission has previously taken the position that proposals relating to ordinary business matters "but focusing on sufficiently significant social policy issues ... generally would not be considered to be excludable, because the proposals would transcend the day-to-day business matters and raise policy issues so significant that it would be appropriate for a shareholder vote." 6 The Division has noted many times that the presence of widespread public debate regarding an issue is among the factors to be considered in determining whether proposals concerning that issue "transcend the day-to-day business matters." 7

We believe that the public debate regarding shareholder approval of equity compensation plans has become significant in recent months. Consequently, in view of the widespread public debate regarding shareholder approval of equity compensation plans and consistent with our historical analysis of the "ordinary business" exclusion, we are modifying our treatment of proposals relating to this topic.8

I believe this proposal raises public policy issues so significant that it would be appropriate for a shareholder vote. Furthermore the company has not shown that shareholders would not understand the principle of this proposalto subject high levels of executive pay to shareholder vote.

The company is implicitly arguing that since companies fail to make executive pay as transparent and quantifiable as that of other highly paid employees, such as star athletes, that companies should be able to exploit their obfuscation of pay and use it as a grounds to exclude shareholder proposals on executive pay.

The no action process makes it abundantly clear that companies have access to corporation law experts who claim to be capable of making sense of text that would be obscure to the small shareholders.

Contrary to the company argument, rule 14a-8(i)(6) does not contain the word "guarantee." Significantly the company fails to claim that the company is completely powerless to implement the proposal. The company more than likely has the power to implement the proposal in terms of obtaining the required number of votes - especially if the company sponsors the proposal in its proxy materials, recommends a yes-vote and solicits shares that are slow in casting ballots.

The company argument is incomplete because it does not even address the fact that the company clearly has the power to seek the required shareholder vote at more than one annual meeting. The company does not claim that the proposal has a time limit.

The company gives no past example of its purported powerlessness in obtaining shareholder votes for its own ballot items. The company failed to name a single company ballot item in the past decade on which the required shareholder vote was not obtained for the company's own ballot items.

The company does not address its power to amend its certificate of incorporation and the great persuasive power the company has by recommending shareholders approve a company ballot item.

There is an analogy to professional football in regard to the company's power to implement. All NFL football teams have the power to make a touchdown. That does not mean that a team can "guarantee" that it will make a touchdown in a given game. And the fact that no team can guarantee that it will make a touchdown during a given game does not mean that any NFL team lacks the power to make a touchdown.

Rule 14a-8(i)(6)

The company does not address whether "majority of the stockholders" is commonly used by the management of companies and corporate governance academia interchangeably to mean majority vote or one share, one vote.

Additional text at the beginning of the proposal makes it clear in calling for "shareholder approval." "Shareholder approval" is consistent with one share, one vote:

"This proposal would require that our company not pay any executive compensation in excess of the amount the Internal Revenue Code permits to be deducted as an expense for federal income tax purposes, without first securing shareholder approval."

The attached November 24, 2004 "Oracle Press Release" quotes Oracle Chairman Jeff Henley using "majority of the stockholders" interchangeably with majority vote or one share, one vote:

"Though a large majority of the stockholders have already indicated their desire to sell, the current board appears intent on obstructing the will of the stockholders," Henley said. "We plan to give them a choice (emphasis added)." Oracle is a Delaware corporation.

In the alternative SLB No. 14 allows shareholders under limited circumstances to revise their proposals and we would be glad to do so:

5. When do our responses afford shareholders an opportunity to revise their proposals and supporting statements?

We may, under limited circumstances, permit shareholders to revise their proposals and supporting statements.

For these reasons it is respectfully requested that concurrence not be granted to the company and that the MONY precedent should be upheld.

Since the company has had the first word in the no action process it is respectfully requested that the proponent have the opportunity for the last word in the no action process.

Sincerely,

/s/

John Chevedden

cc:

William Steiner
James Parsons

[INQUIRY LETTER]

March 4, 2005

6 Copies
7th Copy for Date-Stamp Return

Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549

Exxon Mobil Corporation (XOM)
Shareholder Position on Company No-Action Request, Supplement 1
Rule 14a-8 Proposal: Executive Pay Topic

Shareholder: William Steiner

Ladies and Gentlemen:

In a separate no action request another company claimed "the majority of the stockholders" text of this same proposal could have 3 meanings. One of these meanings includes "approval by a majority of the shares outstanding ..." which does not seem to be the per capita voting that Exxon Mobil is claiming.

If our company still insists on choosing the least workable meaning from 3 meanings for "the majority of stockholders," which it has no need to do, then our company could then concurrently adopt per capita voting under state law.

In Schering-Plough Corporation (January 18, 2005) the Staff appears to have not concurred with a company argument that a company could not do two things concurrently - implement a proposal for a bylaw to destagger the board and concurrently amend its articles of incorporation to be consistent with the bylaw change.

The second opinion is thus believed to be incomplete. It does not argue that it would be impossible to concurrently amend the company's certificate of incorporation for per capita voting.

Furthermore this same proposal did not receive company concurrence in the following 2005 Staff Response Letters:

CVS Corporation (February 18, 2005)

The Interpublic Group of Companies, Inc. (January 25, 2005)

Bristol-Myers Squibb Company (January 19, 2005) and determined "no basis to reconsider" on March 2, 2005

For these reasons, and the reasons in the January 28, 2005 shareholder position letter, it is respectfully requested that concurrence not be granted to the company and that the MONY precedent should be upheld.

Since the company has had the first word in the no action process it is respectfully requested that the proponent have the opportunity for the last word in the no action process.

Sincerely,

/s/

cc:

William Steiner
James Parsons

[INQUIRY LETTER]

January 26, 2005

VIA UPS NEXT DAY AIR

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

Re: Securities Exchange Act of 1934Section 14(a); Rule 14-8 Omission of Shareholder proposal Regarding Shareholder Voting on Certain Compensation Matters

Supplement to letter dated January 20, 2005

Gentlemen and Ladies:

By letter dated January 20, 2005, we advised the staff of our intention to omit a shareholder proposal submitted by William Steiner from the proxy material for our upcoming annual meeting. The proposal relates to prior approval by a majority of stockholders with respect to certain compensation. We are writing this supplemental letter in order to cite additional relevant precedents that have become known to us since we submitted our January 20 letter.

Among the arguments raised in our January 20 letter, we noted that the proposal could be omitted under Rule 14a-8(i)(2) because implementation of the proposal would cause the company to violate the laws of New Jersey where ExxonMobil is incorporated. Our January 20 letter included an opinion from our outside New Jersey counsel, Pitney Hardin LLP, in support of that position.¹

Since we submitted our January 20 letter, we have become aware of additional recent precedents in which the staff agreed that the same proposal could be omitted under Rule 14a-8(i)(2). Schering-Plough Corporation (available January 15, 2005) is especially noteworthy because, like ExxonMobil, Schering-Plough is a New Jersey corporation. The outside legal opinion supporting the staff's conclusion in Schering-Plough contains substantially the same state-law analysis and in fact was issued by the same New Jersey law firm (Pitney Hardin) as the legal opinion included with our January 20, 2005 letter.

See also Pfizer Inc. (available January 14, 2005) (same proposal could be omitted under Rule 14a-8(i)(2) because implementation of the proposal would cause the company to violate Delaware law). The relevant aspects of Delaware law argued in Pfizer are also comparable to provisions of New Jersey law.

If you have any questions or require additional information, please contact me directly at 972-444-1478. In my absence, please contact Lisa K. Bork at 972-444-1473.

Please file-stamp the enclosed copy of this 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. A copy of this letter is also being sent to Mr. Steiner and his designated representative.

Sincerely,

/s/

JEP:clh

Enclosures

cc: William Steiner
John Chevedden

-----FOOTNOTES-----

¹ As noted in our original letter, we believe the state law problems with the proposal would also support omission under Rules 14a-8(i)(1) and (6).

[INQUIRY LETTER]

JOHN CHEVEDDEN
2215 Nelson Avenue, No. 205
Redondo Beach, CA 90278
310-371-7872

March 3, 2005

Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549

Exxon Mobil Corporation (XOM)

Shareholder Position on Company No-Action Request, Supplement 1 Rule 14a-8 Proposal: Executive Pay Topic

Shareholder: William Steiner

Ladies and Gentlemen:

In a separate no action request another company claimed "the majority of the stockholders" text of this same proposal could have 3 meanings. One of these meanings includes "approval by a majority of the shares outstanding |pi|YS" which does not seem to be the per capita voting that Exxon Mobil is claiming.

If our company still insists on choosing the least workable meaning from 3 meanings for "the majority of stockholders," which it has no need to do, then our company could then concurrently adopt per capita voting under state law.

In Schering-Plough Corporation (January 18, 2005) the Staff appears to have not concurred with a company argument that a company could not do two things concurrently implement a proposal for a bylaw to destagger the board and concurrently amend its articles of incorporation to be consistent with the bylaw change.

The second opinion is thus believed to be incomplete. It does not argue that it would be impossible to concurrently amend the company's certificate of incorporation for per capita voting.

Furthermore this same proposal did not receive company concurrence in the following 2005 Staff Response Letters:

Bristol-Myers Squibb Company (January 19, 2005) and determined "no basis to reconsider" on March 2, 2005 The Interpublic Group of Companies, Inc. (January 25, 2005)

For these reasons, and the reasons in the January 28, 2005 shareholder position letter, it is respectfully requested that concurrence not be granted to the company and that the MONY precedent should be upheld.

Since the company has had the first word in the no action process it is respectfully requested that the proponent have the opportunity for the last word in the no action process.

Sincerely,

John Chevedden

cc:

William Steiner
James Parsons

[STAFF REPLY LETTER]

March 19, 2005

Response of the Office of Chief Counsel Division of Corporation Finance

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

The proposal recommends that ExxonMobil amend its bylaws so that no officer may receive annual compensation in excess of the limits established by the U.S. Internal Revenue Code for deductibility of employee remuneration, without approval by a vote of "the majority of the stockholders," subject to the conditions and exceptions contained in the proposal.

There appears to be some basis for your view that ExxonMobil may exclude the proposal under rule 14a-8(i)(2). We note that in the opinion of your counsel, implementation of the proposal would cause ExxonMobil to violate state law. Accordingly, we will not recommend enforcement action to the Commission if ExxonMobil omits the proposal from its proxy materials in reliance on rule 14a-8(i)(2). In reaching this position, we have not found it necessary to address the alternative bases for omission upon which ExxonMobil relies.

Sincerely,

/s/

Heather L. Maples
Special Counsel