Company Name: Exxon Mobil Corp.
Public Availability Date: March 21, 2005

Document Sections:

INQUIRY LETTER
INQUIRY LETTER
STAFF REPLY 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 14a-8 Omission of Shareholder Proposal submitted by Sister Patricia DalyNomination of outside directors with oil, gas or energy expertise

Dear Sir or Madam:

Exxon Mobil Corporation ("ExxonMobil" or the "Company") has received the shareholder proposal attached as Exhibit 1 (the "Proposal") from Sisters of St. Dominic of Caldwell New Jersey (the "Proponent") and seven "co-sponsors" for inclusion in the Company's proxy material for its 2005 annual meeting of shareholders. Enclosed as Exhibit 2 are copies of correspondence between the Company and the Proponent and various co-sponsors. ExxonMobil intends to omit the Proposal from its proxy material pursuant to Rule 14a-8(i)(8) (relates to election) and Rule 14a-8(i)(3) (violation of proxy rules on the basis that it is vague and indefinite.) We respectfully request the concurrence of the staff of the Division of Corporation Finance that no enforcement will be recommended if the Company omits the Proposal from its proxy materials.

The Shareholder Proposal

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

"Be it Resolved that the shareholders of ExxonMobil request the Nominating Committee of the Board of Directors to adopt a policy of annually nominating, whenever possible, at least two independent Directors who, without any conflicts of interest vis a vis ExxonMobil, hold expertise in the oil, gas or energy industry, and who have significant availability of time to devote to the oversight of ExxonMobil management."

Reason for Omission of Proposal: Relates to Election (Rule 14a-8(i)(8))

Rule 14a-8(i)(8) allows a company to exclude a proposal if it relates to an election to membership on the company's board of directors. This provision allows the omission of a proposal that relates to an election to office and precludes nomination of a particular individual as a director. The purpose of the exclusion is to ensure that the shareholder proposal process is not used as a means for bypassing the rules concerning election contests. As stated in the SEC's 1976 release, "the principal purpose of this grounds for exclusion is to make clear, with respect to corporate elections, that Rule 14a-8 is not the proper means for conducting elections or effecting reforms in election of that nature, since other proxy rules [...] are applicable thereto." Exchange Act Release No. 12,598, 1976 SEC LEXIS 1290 (July 7, 1976).

This Proposal seeks to require the nomination as directors of at least two persons from a particular group of persons - i.e., those who "hold expertise in the oil, gas or energy industry." The SEC staff has consistently agreed that companies may exclude proposals that have sought to impose similar restrictions on nominees for director. Most recently, in The Walt Disney Company (December 14, 2004), the Division of Corporation Finance granted the company's reconsideration request and agreed that it may exclude under Rule 14a-8(i)(8) a proposal requesting that the company reserve at least one seat on the board for a descendant of Walter E. Disney or Roy O. Disney. In its reconsideration request letter, company counsel argued that the proposal called for the nomination of a person chosen from a designated group and thus involved the nomination of a specific individual rather than a procedure for nomination or qualification generally.

Like the situation in Disney, the Proponent here is requesting the nomination of two persons from a designated group of people - those with expertise in the oil, gas or energy industry (and who do not have conflicts with ExxonMobil). The Proposal does not describe or request procedures for nominee qualifications in general, but calls for the board to select nominees from a prescribed group. In another case, the staff concurred that a company could omit a proposal that required the company's board to nominate at least one candidate "whose qualifications shall include five years or more work as an executive of a California-based environmental or conservation organization." Pacific Gas and Electric Company (December 12, 1989). The staff explained that because the proposal "requires the nomination of a person chosen from a designated group, it involves the nomination of a specific individual rather than procedures for nomination or qualification generally."

The staff has consistently agreed that companies may omit substantially similar proposals. See, e.g., in addition to those cited above, Delhaize America, Inc. (March 9, 2000) (allowing exclusion of a proposal requesting the Board to nominate two directors from a group of the company's employees); Archer-Daniels-Midland Co. (August 6, 1999) (allowing exclusion of a proposal requesting that nominees be authorized representatives of entities that have made "qualified offers" to acquire all of the company's stock); and Allied Corporation (January 5, 1984) (allowing exclusion of proposal requesting that the board nominate a non-management salaried employee to the board).

As in the precedents cited above, the current Proposal relates to the election of a person from a designated group, and thus relates to the election of a specific individual to the Company's board. The Company therefore believes it may omit the Proposal under Rule 14a-8(i)(8).

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

The Company believes that if the staff does not agree that the Proposal improperly requires the board to nominate persons from a designated group (as discussed above), then the Proposal may 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 staff allows companies to omit proposals that are so vague and indefinite as to be potentially misleading in contravention of Rule 14a-9. As discussed further below, the requirements of the Proposal are vague and indefinite, and therefore, misleading.

Precedents

The staff concurred with Exxon Corporation in 1992 on vagueness grounds with respect to a proposal requesting that "no one be elected to the Board of Directors who has taken the company into bankruptcy or one of the Chapter 7-11 or 13 after losing considerable amount of money." The staff found that this proposal was properly excludable because "although the proposal appears directed at the subject of director qualifications, the proposal includes criteria toward that object which are vague and indefinite." The staff noted that the proposal's use of terms such as "the company" and "considerable amount of money":

"makes the proposal misleading since such matters would be subject to differing interpretations both by shareholders voting on the proposal and the company's Board in implementing the proposal, if adopted, with the result that any action ultimately taken by the company could be significantly different form the action envisioned by shareholders voting on the proposals."

Similarly, in Norfolk Southern Corporation (February 13, 2002), the staff concurred with the company's exclusion of a proposal requesting that the board of directors

"provide for shareholder vote and ratification, in all future elections of Directors, candidates with solid background, experience, and records of demonstrated performance in key managerial positions within the transportation industry."

(Emphasis added.) The staff stated that "although the proposal appears directed at the subject of director qualifications, the proposal includes criteria toward that object that are vague and indefinite." The company argued that many terms used in the resolution, including "solid background and experience," "the transportation industry" and "key managerial positions", were uncertain and ambiguous, and that if the proposal were adopted, neither the company, the board nor the shareholders could determine what actions would be required to implement the proposal.

The Current Proposal

Applying the standard outlined above to the current Proposal, the Company believes that the Proposal is sufficiently vague and indefinite to justify exclusion because neither the shareholders voting on the Proposal, nor the board in implementing the Proposal, if adopted, would be able to determine with any reasonable certainty exactly what actions should be taken under the Proposal.

The Proposal asks the shareholders to request the Nominating Committee to adopt a policy of:

"nominating, whenever possible, at least two independent Directors who, without any conflicts of interest vis a vis ExxonMobil, hold expertise in the oil, gas or energy industry, and who have significant availability of time to devote to the oversight of ExxonMobil management."

Several portions of this resolution are vague and indefinite and are subject to differing interpretations, thus rendering them effectively meaningless. Among the many uncertainties are the following terms and phrases in the Proposal:

"without any conflicts of interest vis a vis ExxonMobil". Who determines this? What standards govern whether a relationship - past or present - is a conflict of interest? What one person considers a conflict may be very different from what another believes. As the staff knows, various organizations and agencies have their own policies and rules regarding what standards must be met in order for one to be deemed an "independent director" (which roughly equates to a director without a conflict of interest), and these standards often differ from one organization to another.1 In addition, given that ExxonMobil is a large, global, integrated energy company, and given the large number of joint ventures in the industry and the many contractors and suppliers used by the Company, the potential for conflicts to exist between the Company and nominees "within the oil, gas or energy industry" is enormous. Without knowing what conflict of interest standards to apply, the task becomes even more difficult, if not impossible.

"expertise in the oil, gas or energy industry" . What constitutes "expertise" (e.g., must someone have reached a certain level of management experience or have a particular level or type of scientific education)? Would the nominees also have to have other qualities that ExxonMobil directors deem appropriate for a member of the board or only the specified expertise? What constitutes the "oil, gas or energy industry"? Is it only companies that explore for and produce hydrocarbons? Would it include retail gasoline businesses or gas utility companies? Who determines whether someone has been in the appropriate industry? This purported requirement is analogous to the situation in Norfolk Southern, discussed above, where the proposal requested nomination of persons with positions "within the transportation industry." The staff concurred that this proposal could be omitted on vagueness grounds.

"[nominees...] who have significant availability of time to devote to the oversight of ExxonMobil management". What constitutes a "significant availability of time"? Could the person currently be employed by another company, or would that render him/her too busy? If the person is not employed by another company, would he/she still have the requisite expertise? Must he or she not serve on any other boards to be deemed to have enough time?

"whenever possible" . The Proposal sets forth that the policy must require annual nominations, "whenever possible," of nominees meeting the vague standards. If only two potential nominees are found with "expertise" in the appropriate industries and without "conflicts of interest," does this mean that these individuals must be nominated even if they otherwise are not deemed qualified by the nominating committee, merely because it is "possible"?

The meaning and application of the terms of the Proposal would be subject to differing interpretations both by shareholders voting on the proposal and the Company's board in implementing the proposal. It is very possible that the board could potentially implement the Proposal in contravention of the intentions of the shareholders who voted for it.

The Company believes that this proposal is vague and indefinite and can therefore be omitted from the proxy statement.

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

Please file-stamp the enclosed copy of the letter without exhibits and return it to me in the enclosed envelope. In accordance with SEC rules, I am also enclosing five additional copies of this letter and the enclosures. A copy of this letter (and enclosures) is being sent to the Proponent. A copy of this letter is also being sent to each co-sponsor.

Sincerely,

/s/

Lisa K. Bork

Enclosures

cc - w/enc: Proponent:
Sisters of St. Dominic of Caldwell New Jersey

Attn: Patricia A. Daly, OP
Corporate Responsibility Representative
Office of Corporate Responsibility
52 Old Swartswood Station Road
Newton, New Jersey 07860-5103

cc - w/o enc: Co-sponsors:

Sister Barbara Aires, SC
Coordinator of Corporate Responsibility
The Sisters of Charity of Saint Elizabeth
P.O. Box 476
Convent Station, NJ 07961-0476

Ms. Margaret Ann Cowden
Treasurer
National Ministries American Baptist Churches USA
588 North Gulph
King of Prussia, PA 19406

Ms. Valerie Heinonen, o.s.u.
Consultant, Corporate Social Responsibility
Mercy Investment Program
205 Avenue C, Apt. 10E
New York, NY 10009

Sister Patricia Kelly, SSJ
President
Sisters of Saint Joseph
Mount Saint Joseph Convent
9701 Germantown Avenue
Philadelphia, PA 19118

Reverend Joseph P. LaMar, MM
Assistant Treasurer
Maryknoll Fathers and Brothers
55 Ryder Road
Ossining, NY 10562

Ms. Dale McCormick
State of Maine
Office of the Treasurer
39 State House Station
Augusta, ME 04333-0039

Ms. Gail Drake Wright
Acting Executive Director
Maine State Retirement System
46 State House Station
Augusta, ME 04333-0046

-----FOOTNOTES-----

1 See, e.g., the Council of Institutional Investors Corporate Governance Policies for its views on independence at http://www.cii.org/dcwascii/web.nsf/doc/council_indepdirectdef.cm. These standards differ from the "independence tests" of the New York Stock Exchange found in Section 303A.02 of the Listed Company Manual. Examples of differences include how "relative" and "immediate family member" are defined by the CIC and the NYSE, respectively, and the length of the "look-back" period for analyzing relationships. Many other differences exist between just these two definitions of independence. Examples of other organizations with independence standards include CalPERS, the American Law Institute, and the National Association of Corporate Directors.

[INQUIRY LETTER]

March 7, 2005

Securities & Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Att: Heather Maples, Esq.
Office of the Chief Counsel
Division of Corporation Finance

Re: Shareholder Proposal Submitted to Exxon Mobil Corporation

Via fax 202-942-9525

Dear Sir/Madam:

I have been asked by the Sisters of St Dominic of Caldwell, New Jersey, the Sisters of Charity of Saint Elizabeth, the Mercy Investment Program, the Sisters of St. Joseph, the Maryknoll Fathers and Brothers and the National Ministries of the American Baptist Churches, USA (who are hereinafter collectively referred to as the "Proponents"), each of which is the beneficial owner of shares of common stock of Exxon Mobil Corporation (hereinafter referred to either as "XON" or the "Company"), and who, together with the State of Maine and the Maine State Retirement System, have submitted a shareholder proposal to XON, to respond to the letter dated January 20, 2005, sent to the Securities & Exchange Commission by the Company, in which XON contends that the Proponents' shareholder proposal may be excluded from the Company's year 2005 proxy statement by virtue of Rules 14a-8(i)(3), and 14a-8(i)(8).

I have reviewed the Proponents' shareholder proposal, as well as the aforesaid letter sent by the Company, and based upon the foregoing, as well as upon a review of Rule 14a-8, it is my opinion that the Proponents' shareholder proposal must be included in XON's year 2005 proxy statement and that it is not excludable by virtue of either of the cited rules.

The proposal relates to qualifications for independent board members.

RULE 14a-8(i)(3)

The Company argues that certain plain terms used in common parlance cannot be understood by the shareholders.

For example, the company objects that the shareholder proposal refers to "expertise", a term that the Company apparently cannot understand. However, we refer the Company to the rules of the New York Stock Exchange (where the Company's stock is listed) for an instance where the term is used. In the commentary to NYSE Rule 303A(7)(a), the Exchange requires that "at least one member of the audit committee must have accounting or related financial management expertise." The NYSE then goes on to specifically leave it to "the company's board" to interpret "such qualification in its business judgment". So do the Proponents with respect to the request for the expertise made in their proposal.

The Company's other objections are of a similar nature. One should not have to explain to XON what a "conflict of interest" is. In any event the shareholders will be able to ascertain the content of that phrase without further assistance. To any reasonable shareholder the phrase "whenever possible" means that there is no requirement that such persons be found but rather that attempts be made to find them. The notion that directors should have the time available to serve effectively on the board is certainly not a novel one, especially in light of numerous calls to limit the number of boards on which independent directors sit because of the fear that they will be unable to devote sufficient time to a board if they sit on too many.

In short, the Company's arguments appear to be mere makeweights. Nevertheless, if the Staff were to disagree, the Proponents stand ready to amend their proposal to eliminate any possible ambiguities. See Staff Legal Bulletin 14, Section E.S. (July 13, 2001).

Rule 14a-8(i)(8)

We are glad that the Company has explicitly recognizes the reason why Rule 14a-8(i)(8) was originally enacted. As XON notes the Rule was promulgated in 1976 in order to prevent Rule 14a-8 from being used as an alternative vehicle to run a proxy contest in order to elect someone to the board. However, by no stretch of the imagination can the Proponents' shareholder proposal be deemed an alternative "means for conducting elections". Since the Commission's explanation of the rule in its adopting release is legally binding as to the meaning of the rule (see AMALGAMATED CLOTHING AND TEXTILE WORKERS UNION, NATIONAL COUNCIL OF THE CHURCHES OF CHRIST IN THE U.S.A., UNITARIAN UNIVERSALIST ASSOCIATION, and LITERARY SOCIETY OF SAINT CATHERINE OF SIENNA. Plaintiffs, v. WALMART STORES, INC., Defendant, 821 F. Supp 877 (S.D.N.Y. 1933)), it is apparent that Rule 14a-8(i)(8) is not applicable to the Proponents' shareholder proposal.

The no-action letters cited by XON are inapplicable to the instant situation. Each one of them was an attempt to get around the prohibition of using Rule 14a-8 an alternative to a proxy fight This is clear because in each case the proposed qualification for election was so narrow that the qualification could not be characterized as a qualification of general applicability, but rather for a specified individual or small group of individuals with a special ax to grind (descendents of specified persons; prominent environmentalists; employees; those engaged in a tender offer for the registrant). In contrast, the qualifications suggested in the Proponents' shareholder proposal do not provide for representation of some special interest group but rather provide that at least some independent directors have the type of knowledge most essential to enhancing shareholder value for the shareholders at large. Indeed, it is clear that the Proponents' shareholder proposal is far less restrictive than was the proposal very recently upheld by the Staff in Raytheon Company (February 10, 2005) ("from the ranks of Raytheon's retirees").

In short, unlike the situations in the no-action letters cited by the Company, the Proponents' shareholder proposal vests full discretion in the nominating committee of the Board. Such shareholder proposals are not excludable under Rule 14a-8(i)(8). Hewlett-Packard Company (January 10, 2003); General Electric Company (January 12, 2001); General Motors Corporation (April 10, 2000).

For the foregoing reasons, the Proponent's shareholder proposal is not excludable by virtue of Rule 14a-8(i)(8).

In conclusion, we request the Staff to inform the Company that the SEC proxy rules require denial of the Company's no action request. We would appreciate your telephoning the undersigned at 941-349-6164 with respect to any questions in connection with this matter or if the staff wishes any further information. Faxes can be received at the same number. Please also note that the undersigned may be reached by mail or express delivery at the letterhead address (or via the email address).

Very truly yours,

/s/

Paul M. Neuhauser
Attorney at Law

cc: Lisa K. Bork
Proponents
Sister Pat Wolf

March 21, 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 that the board adopt a policy of annually nominating, whenever possible, at least two independent directors who, without any conflicts of interest vis a vis ExxonMobil, hold expertise in the oil, gas or energy industry and who have significant availability of time to devote to the oversight of ExxonMobil management.

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)(8). Accordingly, we do not believe that ExxonMobil may omit the proposal from its proxy materials in reliance on rule 14a-8(i)(8).

Sincerely,

/s/

Sukjoon Richard Lee
Attorney-Advisor