Company Name: Exxon Mobil Corp. (Steiner)
Public Availability Date: March 7, 2007

Document Sections:

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

[INQUIRY LETTER]

January 18, 2007

VIA Network Courier

U. S. Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
100 F Street, NE
Washington, D.C. 20549

RE: Securities Exchange Act of 1934Section 14(a); Rule 14a-8 Omission of Shareholder Proposal Regarding Incentive Pay Recoupment

Gentlemen and Ladies:

Enclosed as Exhibit 1 are copies of correspondence between William Steiner and Exxon Mobil Corporation regarding a shareholder proposal for ExxonMobil's upcoming annual meeting. We intend to omit the proposal from our proxy material for the meeting because the proposal has already been substantially implemented. To the extent this letter raises legal issues, it is my opinion as counsel for ExxonMobil.

The Proposal.

The proposal requests the board to adopt a bylaw to enable the company to recoup all unearned incentive bonuses or other incentive payments to senior executives to the extent that their corresponding performance targets were later reasonably determined to have not been achieved.

Grounds for Omission.

Background. ExxonMobil's business is long-term and capital-intensive. Our business is characterized by multi-billion-dollar projects that typically take years to identify and develop and then have productive lives extending for multiple decades. Our business is also commodity-based and thus highly cyclical.

To manage this kind of business successfully, ExxonMobil's senior executives must have a correspondingly long-term perspective. Actions an executive takes today may impact the company's business and financial performance many years in the future, through a wide range of market conditions. Managing the risks inherent in our business also requires a relentless focus on operational excellence.

ExxonMobil's entire executive development and compensation system is designed to foster the long-term management orientation the company requires. A fundamental principle that informs virtually every aspect of this system is the principle that executives must not be rewarded for short-term performance or results that turn out not to be resilient over time, or in fact not to have been achieved.

We carry out this principle through a variety of compensation structures and tools including the following:

All senior executives are "at will" employees. They do not have employment contracts or a severance program.

The majority of a senior executive's annual pay is delivered in the form of restricted stock subject to uniquely long vesting provisions. Specifically, half of a senior executive's restricted stock award vests five years from the grant date and the other half vests 10 years from grant or upon approved retirement, whichever occurs later. These vesting provisions are not subject to acceleration except in case of death. The result is that, at any given time and for up to nine years after approved retirement, a substantial portion of an executive's personal net worth remains at risk not only for events that adversely affect the price of ExxonMobil stock but also at risk of forfeiture as described in more detail below.

Payment of half of an executive's annual bonus is deferred by the company for a period of up to three years, depending on the rate of future earnings accumulation. During this period the unpaid bonus is at risk of forfeiture as described below.

Under the provisions of ExxonMobil's long- and short-term incentive programs (see Exhibits 2 and 3), if an executive terminates employment before age 65 all outstanding incentive awards, including restricted stock, unexercised stock options (which the company ceased granting after 2001), and unpaid bonus amounts automatically expire and are forfeited unless the granting authority (which in the case of senior executives would be the Compensation Committee of the Board of Directors) affirmatively determines that such awards should not be forfeited. This applies whether the executive resigns or is terminated by the company.

The company's long-term incentive program also includes a specific provision, which the company has successfully enforced in actual cases, to require an executive whose employment terminates before age 65 to repay to the company the full spread realized on any stock option exercises within six months before the termination.

In addition to automatic forfeiture of awards on termination, the long- and short-term incentive programs also include provisions under which unvested or unpaid incentive awards are subject to cancellation upon a determination that an executive engaged in detrimental activity. "Detrimental activity" is broadly defined for this purpose and includes any action deemed to be contrary to the interests of ExxonMobil, such as a violation of ExxonMobil's conflict of interest or other policies. This forfeiture provision applies during employment and continues to apply to all outstanding incentive awards after retirement, even in cases where the executive retired after reaching age 65 or where the Compensation Committee otherwise determined that awards would not be forfeited as a result of an early termination.

The company's long- and short-term incentive programs also include specific provisions under which, if an executive is suspected of having engaged in detrimental activity within the broad definition of the plans, payment or settlement of incentive awards may be suspended pending an investigation of the matter.

We recognize the staff has taken a relatively strict view of substantial implementation in the context of shareholder proposals calling for incentive pay recoupment. In particular, in Bristol-Meyers Squib Company (February 20, 2006) (upheld by the staff on reconsideration, March 7, 2006), the staff took the view that the company's recoupment policy did not substantially implement a related shareholder proposal because, among other things, the company policy would only have required recoupment in cases where an officer engaged in misconduct that caused or partially caused a restatement, whereas the proposal could require recoupment from all executives in case of a restatement or write-off. (But see Pfizer Inc. (February 8, 2006) (initial staff denial of no-action request reversed by the staff upon reconsideration, March 8, 2006)).

However, we believe there are key differences in both the substance of the proposal and the company's facts and circumstances that warrant a different conclusion in ExxonMobil's case, taking into account the administrative history of Rule 14a-8(i)(10) (see in particular, Release No. 34-20,091, Section II. E. 5 (August 16, 1983)).

Unlike the proposal in Bristol-Meyers, the ExxonMobil proposal is not tied specifically to financial restatements or write-offs. Rather, the ExxonMobil proposal speaks more broadly of recoupment of incentive pay that is "reasonably determined" to have been "unearned". We believe the policies and provisions described above already provide ExxonMobil with more than enough tools to cancel or recoup compensation under any scenario in which it could be "reasonably" determined that a particular executive's compensation was "unearned," including because performance results the Compensation Committee believed had been achieved at the time of grant of an award later turn out not to have been achieved. These provisions include the extremely long vesting period of our restricted stock awards, which inherently subject every executive's net worth to risk for a restatement or other event that negatively impacts our shareholders, as well as the sweeping forfeiture and related provisions described above.

The proposal reflects little familiarity with ExxonMobil's actual executive compensation structure. For example, the proposal speaks of recouping "unearned" incentives where the "corresponding performance targets were later reasonably determined not to have been achieved". As a review of the Compensation Committee Report in any recent ExxonMobil proxy statement would clarify, ExxonMobil's Compensation Committee does not award incentives on the basis of a quantitative formula. Rather, the Committee determines awards based on a consideration not only of an executive's performance on financial and operating measures but also takes into account factors such as safety, health, and environmental performance.

The supporting statement seeks the inclusion of "enabling or consistent text as soon as feasibly possible" in applicable employment agreements and incentive plans. However, as noted above and as also highlighted in our prior proxy statements, ExxonMobil executives do not have employment or severance agreements, and our incentive plans already incorporate broad flexibility for the forfeiture or cancellation of awards.

Lastly the supporting statement makes reference to "the spreading scandal over backdated options." Again, this reflects a lack of any specific consideration of ExxonMobil by the proponent, as ExxonMobil has no backdated options and in fact has granted no stock options at all for over five years.

The supporting statement specifically states that the proposal "is not intended to unnecessarily limit our Board's judgment in crafting the requested change." This is key to the analysis. Given the significant differences between ExxonMobil's actual compensation policies and the supposed policies upon which the proposal is predicated, application of the proposal to ExxonMobil inherently requires Board judgment. ExxonMobil strongly believes that, viewed as a whole, the corporation's unique "pay-at-risk" program goes well beyond the spirit and intent of the proposal.1

The example cited by the proponent helps illustrate the argument. The supporting statement speaks of misstated financial results and executives being subject to criminal sanction. There is no question, under the pay-at-risk program described above, that an ExxonMobil executive would be in a position to lose a large portion of his or her compensation under far less egregious circumstances. We believe this is the test that should be applied to determine whether ExxonMobil has "substantially implemented" this proposal.2

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 and the enclosures is being sent to the proponent and the proponent's designated representative.

Sincerely,

/s/

James Earl Parsons

JEP/clh

Enclosure

-----FOOTNOTES-----

1 The fact that the proposal requests a "by-law" is a matter of form, not substance, since the express provisions of ExxonMobil's existing compensation programs and awards already substantially accomplish the goals of the proposal.

2 "[A] determination that the company has substantially implemented the proposal depends upon whether its particular policies, practices, and procedures compare favorably with the guidelines of the proposal." Texaco Inc. (March 28, 1991).

[APPENDIX 1]

Proponent:

Mr. William Steiner
112 Abbottsford Gate
Piermont, NY 10968

Proponent's Representative:

Mr. John Chevedden
2215 Nelson Avenue
No. 205
Redondo Beach, CA 90278

[INQUIRY LETTER]

William Steiner
112 Abbottsford Gate
Piermont, NY 10968

Mr. Rex W. Tillerson
Chairman
Exxon Mobil Corporation (XOM)
5959 Las Colinas Blvd.
Irving TX 75039

Rule 14a-8 Proposal

Dear Mr. Tillerson,

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 respective 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
T: 310-371-7872
olmsted7p (at) earthlink.net

(In the interest of saving company expenses please communicate via email.)

Your consideration and the consideration of the Board of Directors is appreciated in support of the long-term performance of our company. Please acknowledge receipt of this proposal by email.

Sincerely,

/s/

William Steiner

Date 10/10/06

cc: Henry Hubble
Corporate Secretary
PH: 972 444-1000
T: 972-444-1538
FX: 972 444-1348
FX: 972-444-1505

James Parsons
T: 972-444-1478

[APPENDIX 2]

[Rule 14a-8 Proposal, December 11, 2006]

3 - Recoup Unearned Management Bonuses

"RESOLVED: Shareholders request our board to adopt a bylaw to enable our company to recoup all unearned incentive bonuses or other incentive payments to senior executives to the extent that their corresponding performance targets were later reasonably determined to have not been achieved. This is to be adopted as a bylaw unless such a bylaw format is absolutely impossible. If such a bylaw were absolutely impossible, then adoption would be as a policy. The Securities and Exchange Commission said there is a substantive distinction between a bylaw and a policy. Restatements are one means to determine such unearned bonuses.

This would include that all applicable employment agreements and incentive plans adopt enabling or consistent text as soon as feasibly possible. This proposal is not intended to unnecessarily limit our Board's judgment in crafting the requested change in accordance with applicable laws and existing contracts and pay plans. Our Compensation Committee is urged - for the good of our company - to promptly negotiate revised contracts that are consistent with this proposal even if this means that our executives be asked to voluntarily give up certain rights under their current contracts.

This proposal is similar to the proposal voted at the Computer Associates (CA) August 2004 annual meeting. In October 2003 Computer Associates announced that it had inflated income in the fiscal year ending March 31, 2000 by reporting income from contracts before they were signed.

Bonuses for senior executives in that year were based on income exceeding goals. Sanjay Kumar, then CEO, thus received a $3 million bonus based on Computer Associates' supposedly superior performance. Subsequently Mr. Kumar did not offer to return his bonus based on discredited earnings. Mr. Kumar was later sentenced to 12-years in jail in regard to his employment at Computer Associates.

There is no excuse for over-compensation based on discredited earnings at any company. It is particularly important to support this proposal because of our history of outrageous CEO pay. For instance our recent ex-CEO Mr. Raymond was entitled to $350 million.

The spreading scandal over backdated stock options is yet one more reminder that the executive class of many corporations seek over-compensation based on undeserved earnings.

Notes:

William Steiner, 112 Abbottsford Gate, Piermont, NY 10968 sponsors this proposal.

The above format is requested for publication without re-editing or re-formatting.

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.

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

Accordingly, going forward, we believe that it would not be appropriate for companies to exclude supporting statement language and/or an entire proposal in reliance on rule 14a-8(i)(3) in the following circumstances:

the company objects to factual assertions because they are not supported;

the company objects to factual assertions that, while not materially false or misleading, may be disputed or countered;

the company objects to factual assertions because those assertions may be interpreted by shareholders in a manner that is unfavorable to the company, its directors, or its officers; and/or

the company objects to statements because they represent the opinion of the shareholder proponent or a referenced source, but the statements are not identified specifically as such.

See also: Sun Microsystems, Inc. (July 21, 2005).

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 all the proxy materials.

Please advise if there is any typographical question.

Stock will be held until after the annual meeting and the proposal will be properly presented at the annual meeting.

Please acknowledge this proposal by email within 14-days and advise the most convenient fax number and email address to forward a broker letter, if needed, to the Corporate Secretary's office.

[INQUIRY LETTER]

January 23, 2007

Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

Exxon Mobil Corporation (XOM)

Shareholder Position on Company No-Action Request Rule 14a-8 Proposal: Recoup Unearned Management Bonuses William Steiner

Ladies and Gentlemen:

This is an initial response to the company January 18, 2007 no action request.

The company claims that it is due credit for "substantial implementation" by doing absolutely nothing. The company fails to provide one precedent where a company received credit under rule 14a-8 for substantial implementation by doing nothing.

The company presents gratuitous public relations type material on its compensation polices in general. Without specifics the company tries to give the halo impression that it would be impossible for any individual executive to collect an unearned bonus as a result of his own cooking of the books.

However, that is not specifically what the proposal calls for. The proposal asks that all unearned incentive bonuses to senior executives be recouped. A hundred employees can receive unearned bonuses if only one employee cooks the books. The rule 14a-8 proposal does not limit the recoupment to only the senior executive who cooks the books. The following is the text of the proposal:

"RESOLVED: Shareholders request our board to adopt a bylaw to enable our company to recoup all unearned incentive bonuses or other incentive payments to senior executives to the extent that their corresponding performance targets were later reasonably determined to have not been achieved. This is to be adopted as a bylaw unless such a bylaw format is absolutely impossible. If such a bylaw were absolutely impossible, then adoption would be as a policy. The Securities and Exchange Commission said there is a substantive distinction between a bylaw and a policy. Restatements are one means to determine such unearned bonuses."

The company seems to imply that the Pfizer case involved a recoupment proposal. To the contrary Pfizer concerns executive pensions.

Pfizer Inc. (Recon.)

WSB No.: 0313200615

Public Availability Date: Wednesday, March 8, 2006

Abstract:

... The staff reconsiders its position taken in Pfizer Inc., SEC No-Action Letters Ind. & Summaries (WSB) #0213200620 (February 8, 2006), in which it held that a shareholder proposal, which requests that this company's board seek shareholder approval for executive pension benefits that exceed 100 percent of their final salary, may not be omitted from the company's proxy material under rule 14a-8 (i) (10). The staff now believes that the proposal may be omitted under rule 14a-8(i)(10).

For the above reasons it is respectfully requested that concurrence not be granted to the company. It is also respectfully requested that the shareholder have the last opportunity to submit material in support of including this proposal since the company had the first letter.

Sincerely,

John Chevedden

cc:

William Steiner
James Parsons<james.e.parsons@exxonmobil.com>

[STAFF REPLY LETTER]

March 7, 2007

Response of the Office of Chief Counsel Division of Corporation Finance

Re: Exxon Mobil Corporation Incoming letter dated January 18, 2007

The proposal requests that the board adopt a bylaw to recoup all unearned incentive bonuses or other incentive payments to senior executives to the extent that their corresponding performance targets were later reasonably determined not to have been achieved.

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/

Ted Yu
Special Counsel