Definitive Proxy Statement

From: Subject: Definitive Proxy Statement Date: Mon, 20 Apr 2009 14:28:24 -0500 MIME-Version: 1.0 Content-Type: multipart/related; type="text/html"; boundary="----=_NextPart_000_0000_01C9C1C4.43EDF9B0" X-MimeOLE: Produced By Microsoft MimeOLE V6.00.2900.5579 This is a multi-part message in MIME format. ------=_NextPart_000_0000_01C9C1C4.43EDF9B0 Content-Type: text/html; charset="Windows-1252" Content-Transfer-Encoding: quoted-printable Content-Location: http://sec.gov/Archives/edgar/data/34088/000119312509077572/ddef14a.htm Definitive Proxy Statement DEF 14A 1 ddef14a.htm=20 DEFINITIVE PROXY STATEMENT

Table=20 of Contents

Index=20 to Financial Statements

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION=20

Washington, D.C. 20549 =

SCHEDULE 14A

Proxy Statement Pursuant to Section = 14(a)=20

of the Securities Exchange Act of = 1934=20

(Amendment No. = )=20

Filed by the Registrant x

Filed by a Party other than the = Registrant =A8

Check the appropriate box:


=A8 Preliminary = Proxy=20 Statement		=A8 Confidential,&n= bsp;for Use of the Commission Only(as permi= tted by Rule 14a-6(e)(2))
x Definitive Proxy=20 Statement

=A8 Definitive = Additional=20 Materials

=A8 Soliciting = Material=20 Pursuant to =A7240.14a-12

EXXON = MOBIL=20 CORPORATION

(Name of Registrant as Specified In = Its=20 Charter)

(Name of Person(s) Filing Proxy = Statement, if=20 other than the Registrant)

Payment of Filing Fee (Check the = appropriate box):=20

No fee=20 required.

=A8

Fee computed=20 on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.=20

(1)

Title of=20 each class of securities to which transaction applies:=20

(2)

Aggregate=20 number of securities to which transaction applies:=20

(3)

Per unit=20 price or other underlying value of transaction computed pursuant = to=20 Exchange Act Rule 0-11 (set forth the amount on which the filing = fee is=20 calculated and state how it was determined): =

(4)

Proposed=20 maximum aggregate value of transaction: =

(5)

Total fee=20 paid:

=A8

Fee paid=20 previously with preliminary materials. =

=A8

Check box if=20 any part of the fee is offset as provided by Exchange Act Rule = 0-11(a)(2)=20 and identify the filing for which the offsetting fee was paid = previously.=20 Identify the previous filing by registration statement number, or = the Form=20 or Schedule and the date of its filing. =

(1)

Amount=20 Previously Paid:

(2)

Form,=20 Schedule or Registration Statement No.: =

(3)

Filing=20 Party:

(4)

Date Filed:=20

Table=20 of Contents

Index=20 to Financial Statements


NOTICE = OF=20 2009
ANNUAL=20 MEETING
AND = PROXY=20 STATEMENT

				April 13,=20 2009

Dear=20 Shareholder:

We=20 invite you to attend the annual meeting of shareholders on Wednesday,=20 May 27, 2009, at the Morton H. Meyerson Symphony Center, 2301 = Flora=20 Street, Dallas, Texas 75201. The meeting will begin promptly at = 9:00 a.m.,=20 Central Time. At the meeting, you will hear a report on our business and = vote on=20 the following items:

=9F

Election of directors; =

=9F

Ratification of=20 PricewaterhouseCoopers LLP as independent auditors;=20

=9F

Eleven shareholder = proposals=20 contained in this proxy statement; and, =

=9F

Other matters if = properly raised.=20

Only=20 shareholders of record on April 6, 2009, or their proxy holders may = vote at=20 the meeting. Attendance at the meeting is limited to shareholders or = their proxy=20 holders and ExxonMobil guests. Only shareholders or their valid proxy = holders=20 may address the meeting.

This=20 booklet includes the formal notice of the meeting, proxy statement, and=20 financial statements. The proxy statement tells you about the agenda,=20 procedures, and rules of conduct for the meeting. It also describes how = the=20 Board operates, gives information about our director candidates, and = provides=20 information about the other items of business to be conducted at the = meeting.=20

Even if=20 you own only a few shares, we want your shares to be represented at the = meeting.=20 You can vote your shares by Internet, toll-free telephone call, or proxy = card.=20

To=20 attend the meeting in person, please follow the instructions on page = 3. A=20 live audiocast of the meeting and a report on the meeting will be = available on=20 our Web site at exxonmobil.com.

Sincerely,



David S. = Rosenthal				Rex W. = Tillerson
Secretary				Chairman of the=20 Board

Table=20 of Contents

Index=20 to Financial Statements

Table of Contents


		Page

General=20 Information		1

Board=20 of Directors		4

Corporate=20 Governance		4

Item 1=20 =96 Election of Directors		13

Director=20 Compensation		16

Director=20 and Executive Officer Stock Ownership		18

Compensation=20 Committee Report		19

Compensation=20 Discussion and Analysis		20

Executive=20 Compensation Tables		35

Audit=20 Committee Report		49

Item 2=20 =96 Ratification of Independent Auditors		50

Shareholder=20 Proposals		51

Item 3=20 =96 Cumulative Voting		51

Item 4=20 =96 Special Shareholder Meetings		53

Item 5=20 =96 Incorporate in North Dakota		54

Item 6=20 =96 Board Chairman and CEO		55

Item 7=20 =96 Shareholder Advisory Vote on Executive = Compensation		57

Item 8=20 =96 Executive Compensation Report		59

Item 9=20 =96 Corporate Sponsorships Report		60

Item 10=20 =96 Amendment of EEO Policy		62

Item 11=20 =96 Greenhouse Gas Emissions Goals		63

Item 12=20 =96 Climate Change and Technology Report		65

Item 13=20 =96 Renewable Energy Policy		66

Additional=20 Information		68

Appendix=20 A =96 Financial Section		A1

Stock=20 Performance Graphs		A64

Directions=20 to 2009 Annual Meeting

Table=20 of Contents

Index=20 to Financial Statements

GENERAL INFORMATION

Who=20 May Vote

Shareholders of ExxonMobil, as recorded in our stock register = on=20 April 6, 2009, may vote at the meeting.

How=20 to Vote

You may=20 vote in person at the meeting or by proxy. We recommend you vote by = proxy even=20 if you plan to attend the meeting. You can always change your vote at = the=20 meeting.

Important Notice Regarding the Availability of Proxy = Materials for the=20 Shareholder Meeting to Be Held on May 27, 2009.

=9F

The 2009 Proxy = Statement and 2008=20 Summary Annual Report are available at=20 www.edocumentview.com/xom=20

Electronic Delivery of Proxy Statement and Annual Report=20

Instead=20 of receiving future copies of these documents by mail, shareholders can = elect to=20 receive an e-mail that will provide electronic links to the proxy = materials.=20 Opting to receive your proxy materials online will save the Company the = cost of=20 producing and mailing documents to your home or business, and will also = give you=20 an electronic link to the proxy voting site.

=9F

Shareholders of = Record: If=20 you vote on the Internet at www.investorvote.com/exxonmobil, = simply=20 follow the prompts for enrolling in the electronic proxy delivery = service.=20 You may enroll in the electronic proxy delivery service at any = time in the=20 future by going directly to = www.computershare.com/exxonmobil. You=20 may also revoke an electronic delivery election at this site at = any time.=20

=9F

Beneficial = Shareholders: If=20 you hold your shares in a brokerage account, you may also have the = opportunity to receive copies of the proxy materials = electronically.=20 Please check the information provided in the proxy materials = mailed to you=20 by your bank or broker regarding the availability of this service. =

How=20 Proxies Work

ExxonMobil=92s Board of Directors is asking for your proxy. = Giving us your=20 proxy means you authorize us to vote your shares at the meeting in the = manner=20 you direct. You may vote for all, some, or none of our director = candidates. You=20 may also vote for or against the other proposals, or abstain from = voting.=20

If your=20 shares are held in your name, you can vote by proxy in one of three = convenient=20 ways:

=9F

Via Internet: = Go to=20 www.investorvote.com/exxonmobil and follow the = instructions. You=20 will need to have your proxy card in hand. At this Web site, you = can elect=20 to access future proxy statements and annual reports via the = Internet.=20

=9F

By Telephone: = Call toll-free=20 1-800-652-8683 or 1-781-575-2300 (outside the United States, = Canada, and=20 Puerto Rico), and follow the instructions. You will need to have = your=20 proxy card in hand.

=9F

In Writing: = Complete, sign,=20 date, and return your proxy card in the enclosed envelope.=20

Your=20 proxy card covers all shares registered in your name and shares held in = your=20 Computershare Investment Plan account. If you own shares in the = ExxonMobil=20 Savings Plan for employees and retirees, your proxy card also covers = those=20 shares.

Table=20 of Contents

Index=20 to Financial Statements

If you=20 give us your signed proxy but do not specify how to vote, we will vote = your=20 shares in favor of our director candidates; in favor of the ratification = of the=20 appointment of independent auditors; and against the shareholder = proposals.=20

If you=20 hold shares through someone else, such as a stockbroker, you will = receive=20 material from that firm asking how you want to vote. Check the voting = form used=20 by that firm to see if it offers Internet or telephone voting. =

Voting Shares in the ExxonMobil Savings Plan

The=20 trustee of the ExxonMobil Savings Plan will vote Plan shares as = participants=20 direct. To the extent participants do not give instructions, the trustee = will=20 vote shares as it thinks best. The proxy card serves to give voting = instructions=20 to the trustee.

Revoking a Proxy

You may=20 revoke your proxy before it is voted at the meeting by:

=9F

Submitting a new proxy = with a later=20 date via a proxy card, the Internet, or by telephone;=20

=9F

Notifying = ExxonMobil=92s Secretary in=20 writing before the meeting; or, =

=9F

Voting in person at = the meeting.=20

Confidential Voting

Independent inspectors count the votes. Your individual vote is = kept=20 confidential from us unless special circumstances exist. For example, a = copy of=20 your proxy card will be sent to us if you write comments on the card.=20

Quorum

In order=20 to carry on the business of the meeting, we must have a quorum. This = means at=20 least a majority of the outstanding shares eligible to vote must be = represented=20 at the meeting, either by proxy or in person. Treasury shares, which are = shares=20 owned by ExxonMobil itself, are not voted and do not count for this = purpose.=20

Votes=20 Required

=9F

Election of = Directors=20 Proposal: A plurality of the votes cast is required for the = election=20 of directors. This means that the director nominee with the most = votes for=20 a particular seat is elected for that seat. Only votes FOR or = WITHHELD=20 count. Abstentions are not counted for purposes of the election of = directors.

Our Corporate Governance Guidelines, which can be found in the = Corporate=20 Governance section of our Web site at exxonmobil.com/governance, = state=20 that all directors will stand for election at the annual meeting of=20 shareholders. In any non-contested election of directors, any director = nominee=20 who receives a greater number of votes WITHHELD from his or her election = than=20 votes FOR such election shall tender his or her resignation. Within 90 = days=20 after certification of the election results, the Board of Directors will = decide,=20 through a process managed by the Board Affairs Committee and excluding = the=20 nominee in question, whether to accept the resignation. Absent a = compelling=20 reason for the director to remain on the Board, the Board shall accept = the=20 resignation. The Board will promptly disclose its decision and, if = applicable,=20 the reasons for rejecting the tendered resignation on Form 8-K filed = with the=20 Securities and Exchange Commission (SEC).

=9F

Other = Proposals: Approval of=20 the Ratification of Independent Auditors proposal and the = shareholder=20 proposals requires the favorable vote of a majority of the votes = cast.=20 Only votes FOR or AGAINST these proposals count. Abstentions and = broker=20 non-votes count for quorum purposes, but not for the voting of = these=20 proposals. A =93broker non-vote=94 occurs when a bank, broker, or = other=20

Table=20 of Contents

Index=20 to Financial Statements

holder of record holding shares for a = beneficial owner=20 does not vote on a particular proposal because that holder does = not have=20 discretionary voting power for that particular item and has not = received=20 instructions from the beneficial owner. =

Annual Meeting Admission

Only=20 shareholders or their proxy holders and ExxonMobil guests may attend the = meeting. For safety and security reasons, cameras, camera phones,=20 recording equipment, electronic devices, large bags, briefcases, or = packages=20 will not be permitted in the meeting. In addition each = shareholder and=20 ExxonMobil guest will be asked to present a valid government-issued = picture=20 identification, such as a driver=92s license, before being admitted to = the=20 meeting.

For=20 registered shareholders, an admission ticket is attached to your proxy = card.=20 Please detach and bring the admission ticket with you to the meeting.=20

If your=20 shares are held in the name of your broker, bank, or other nominee, you = must=20 bring to the meeting an account statement or letter from the nominee = indicating=20 that you beneficially owned the shares on April 6, 2009, the record = date=20 for voting. You may receive an admission ticket in advance by sending a = written=20 request with proof of ownership to the address listed under =93Contact=20 Information=94 below.

Shareholders who do not present admission tickets at the = meeting will be=20 admitted only upon verification of ownership at the admission counter.=20

Audiocast of the Annual Meeting

You are=20 invited to visit our Web site at exxonmobil.com to hear the live=20 audiocast of the meeting at 9:00 a.m., Central Time, on Wednesday,=20 May 27, 2009. An archived copy of this audiocast will be available = on our=20 Web site for one year.

Conduct of the Meeting

The=20 Chairman has broad responsibility and legal authority to conduct the = annual=20 meeting in an orderly and timely manner. This authority includes = establishing=20 rules for shareholders who wish to address the meeting. Only = shareholders or=20 their valid proxy holders may address the meeting. Copies of these rules = will be=20 available at the meeting. The Chairman may also exercise broad = discretion in=20 recognizing shareholders who wish to speak and in determining the extent = of=20 discussion on each item of business. In light of the number of business = items on=20 this year=92s agenda and the need to conclude the meeting within a = reasonable=20 period of time, we cannot assure that every shareholder who wishes to = speak on=20 an item of business will be able to do so.

Dialogue=20 can be better accomplished with interested parties outside the meeting = and, for=20 this purpose, we have provided a method for raising issues and = contacting the=20 non-employee directors either in writing or electronically on our Web = site at=20 exxonmobil.com/directors. The Chairman may also rely on = applicable law=20 regarding disruptions or disorderly conduct to ensure that the meeting = is=20 conducted in a manner that is fair to all shareholders. Shareholders = making=20 comments during the meeting must do so in English so that the majority = of=20 shareholders present can understand what is being said.

Contact Information

If you=20 have questions or need more information about the annual meeting, write = to:=20

Mr. David S. Rosenthal

Secretary=20

Exxon=20 Mobil Corporation

5959 Las=20 Colinas Boulevard

Irving,=20 TX 75039-2298

call us=20 at 1-972-444-1157,

or send a=20 fax to 1-972-444-1505.

Table=20 of Contents

Index=20 to Financial Statements

For=20 information about shares registered in your name or your Computershare=20 Investment Plan account, call ExxonMobil Shareholder Services at = 1-800-252-1800=20 or 1-781-575-2058 (outside the United States, Canada, and Puerto Rico), = or=20 access your account via the Web site at = www.computershare.com/exxonmobil.=20 We also invite you to visit ExxonMobil=92s Web site at = exxonmobil.com.=20 Investor information can be found at exxonmobil.com/investor. Web = site=20 materials are not part of this proxy solicitation.

BOARD OF DIRECTORS

CORPORATE GOVERNANCE

Overview

The Board=20 of Directors and its committees perform a number of functions for = ExxonMobil and=20 its shareholders, including:

=9F

Overseeing the = management of the=20 Company on your behalf;

=9F

Reviewing = ExxonMobil=92s long-term=20 strategic plans;

=9F

Exercising direct = decision-making=20 authority in key areas, such as declaring dividends;=20

=9F

Selecting the CEO and = evaluating the=20 CEO=92s performance; and,

=9F

Reviewing development = and succession=20 plans for ExxonMobil=92s top executives. =

The Board=20 has adopted Corporate Governance Guidelines that govern the structure = and=20 functioning of the Board and set out the Board=92s position on a number = of=20 governance issues. A copy of our current Corporate Governance Guidelines = is=20 posted on our Web site at exxonmobil.com/governance. The = Guidelines are=20 also available to any shareholder on request to the Secretary at the = address=20 given under =93Contact Information=94 on page 3.

All=20 ExxonMobil directors stand for election at the annual meeting. = Non-employee=20 directors cannot stand for election after they have reached age 72, = unless the=20 Board makes an exception on a case-by-case basis. Employee directors = resign from=20 the Board when they are no longer employed by ExxonMobil.

Director Independence

Our=20 Corporate Governance Guidelines require that a substantial majority of = the Board=20 consist of independent directors. In general the Guidelines require that = an=20 independent director must have no material relationship with ExxonMobil, = directly or indirectly, except as a director. The Board determines = independence=20 on the basis of the standards specified by the New York Stock Exchange = (NYSE),=20 the additional categorical standards referenced in our Corporate = Governance=20 Guidelines, and other facts and circumstances the Board considers = relevant.=20

The NYSE=20 standards generally provide that a director will not be independent if:=20 (1) the director is, or in the past three years has been, an = employee of=20 ExxonMobil; or a member of the director=92s immediate family is, or in = the past=20 three years has been, an executive officer of ExxonMobil; (2) the = director=20 or a member of the director=92s immediate family has received more than = $120,000=20 per year in direct compensation from ExxonMobil other than for service = as a=20 director; (3) the director is a current partner or employee, or an=20 immediate family member is a current partner, of PricewaterhouseCoopers = LLP=20 (PwC), our independent auditors; or an immediate family member is a = current=20 employee of PwC and personally works on ExxonMobil=92s audit; or within = the past=20 three years the director or an immediate family member has been a PwC = partner or=20 employee who worked on ExxonMobil=92s audit; (4) the director or a = member of=20 the director=92s immediate family is, or in the past three years has = been,=20 employed as an executive officer of a company where an ExxonMobil = executive=20 officer serves on the compensation committee; or, (5) the director = or a=20 member of the director=92s immediate family is an executive officer of a = company=20 that

Table=20 of Contents

Index=20 to Financial Statements

makes=20 payments to, or receives payments from, ExxonMobil in an amount which, = in any=20 12-month period during the past three years, exceeds the greater of $1 = million=20 or 2 percent of that other company=92s consolidated gross revenues. =

ExxonMobil=92s Corporate Governance Guidelines also provide = that a director=20 will not be independent if a reportable =93related person transaction=94 = exists with=20 respect to that director or a member of the director=92s family for the = current or=20 most recently completed fiscal year. See the Guidelines for Review of = Related=20 Person Transactions posted on the Corporate Governance section of our = Web site=20 and described in more detail under =93Related Person Transactions and = Procedures=94=20 on pages 11-12. The categorical standards provided in the Related Person = Transaction Guidelines also serve as ExxonMobil=92s additional = categorical=20 standards for determining director independence.

The Board=20 has reviewed relevant relationships between ExxonMobil and each = non-employee=20 director and director nominee to determine compliance with the NYSE = standards=20 and ExxonMobil=92s additional categorical standards. The Board has also = evaluated=20 whether there are any other facts or circumstances that might impair a=20 director=92s independence. Based on that review, the Board has = determined that all=20 ExxonMobil non-employee directors and director nominees (M.J. Boskin, = L.R.=20 Faulkner, K.C. Frazier, W.W. George, J.R. Houghton, R.C. King, M.C. = Nelson, S.J.=20 Palmisano, S.S Reinemund, W.V. Shipley, and E.E. Whitacre, Jr.) are = independent.=20 The Board has also determined that each member of the Audit, Board = Affairs,=20 Compensation, and Public Issues and Contributions Committees (see = membership=20 table below) is independent.

In=20 recommending that each director and nominee be found independent, the = Board=20 Affairs Committee reviewed the following transactions, relationships, or = arrangements. All matters described below fall within the NYSE and = ExxonMobil=20 independence standards.

Name Matters=20 Considered

K.C.=20 Frazier

Ordinary course business = with Merck=20 (purchases of pharmaceutical products; sales of chemicals and=20 oils)

M.C. Nelson

Ordinary course business = with=20 Carlson (purchases of travel services; sales of = lubricants)

S.J. Palmisano

Ordinary course business = with IBM=20 (purchases of consulting and IT maintenance=20 services)

Presiding Director

Mr. Palmisano currently serves as ExxonMobil=92s Presiding = Director.=20 The Presiding Director is selected annually by the other independent = members of=20 the Board of Directors. It is normally expected that the same director = will=20 serve as Presiding Director for at least two years. The Presiding = Director acts=20 as a liaison with the Chairman, in consultation with the other = directors.=20

Specific=20 duties of the Presiding Director include: chairing executive sessions of = the=20 non-employee directors and providing feedback from such sessions to the = Chairman=20 as appropriate; chairing meetings of the Board in the absence of the = Chairman=20 and President; and reviewing in advance and consulting with the Chairman = regarding the schedule and agenda for all Board meetings as well as = reviewing in=20 advance the materials to be distributed to the directors for Board = meetings.=20

Executive=20 sessions may be convened by the Presiding Director at his or her = discretion and=20 will be convened if requested by any other director. Any non-employee = director=20 may raise issues for discussion at an executive session.

Board=20 Meetings and Committees; Annual Meeting Attendance

The Board=20 met 10 times in 2008. ExxonMobil=92s incumbent directors, on average, = attended=20 approximately 96 percent of Board and committee meetings during 2008; = and no=20 director attended less than 75 percent of such meetings. ExxonMobil=92s=20 non-employee directors held four executive sessions in 2008.

Table=20 of Contents

Index=20 to Financial Statements

As=20 specified in our Corporate Governance Guidelines, it is ExxonMobil=92s = policy that=20 directors should make every effort to attend the annual meeting of = shareholders.=20 All incumbent directors attended last year=92s meeting except = Mr. Whitacre,=20 who was first elected to the Board in May 2008.

The Board=20 appoints committees to help carry out its duties. Board committees work = on key=20 issues in greater detail than would be possible at full Board meetings. = Only=20 non-employee directors may serve on the Audit, Compensation, Board = Affairs, and=20 Public Issues and Contributions Committees. Each committee has a written = charter. The charters are posted on the Corporate Governance section of = our Web=20 site and are available free of charge on request to the Secretary at the = address=20 given under =93Contact Information=94 on page 3.

The table=20 below shows the current membership of each Board committee and the = number of=20 meetings each committee held in 2008.

Director Executive⁽¹⁾ =

M.J.=20 Boskin

=9F

L.R.=20 Faulkner

W.W.=20 George

J.R.=20 Houghton

=9F

R.C.=20 King

=9F

M.C.=20 Nelson

=9F

S.J.=20 Palmisano

S.S=20 Reinemund

W.V.=20 Shipley

R.W.=20 Tillerson

E.E. = Whitacre,=20 Jr.

2008=20 Meetings

Audit

Compensation

Board

Affairs

Finance

Public

Issues = and
Contributions

=9F

C	=3D Chair=20

=9F	=3D Member =

(1)	Other = directors serve as=20 alternate members on a rotational basis. =

Below is=20 additional information about each Board committee.

Board=20 Affairs Committee

The Board=20 Affairs Committee serves as ExxonMobil=92s nominating and corporate = governance=20 committee. The Committee recommends director candidates, reviews = non-employee=20 director compensation, and reviews other corporate governance practices, = including the Corporate Governance Guidelines. The Committee also = reviews any=20 issue involving an executive officer or director under ExxonMobil=92s = Code of=20 Ethics and Business Conduct and administers ExxonMobil=92s Related = Person=20 Transaction Guidelines.

The=20 Committee has adopted Guidelines for the Selection of Non-Employee = Directors=20 that describe the qualifications the Committee looks for in director = candidates.=20 These Selection Guidelines, as well as the Committee=92s charter, are = posted on=20 the Corporate Governance section of our Web site.

The=20 Selection Guidelines provide that candidates for non-employee director = of=20 ExxonMobil should be individuals who have achieved prominence in their = fields,=20 with experience and demonstrated expertise in managing large, relatively = complex=20 organizations, and/or, in a professional or scientific capacity, be = accustomed=20 to dealing with complex situations preferably with worldwide scope. =

A=20 substantial majority of the Board must meet the independence standards = described=20 in the Corporation=92s Corporate Governance Guidelines, and all = candidates must be=20 free from any relationship with

Table=20 of Contents

Index=20 to Financial Statements

management or the Corporation that would interfere with the = exercise of=20 independent judgment. Candidates should be committed to representing the = interests of all shareholders and not any particular constituency. =

The Board=20 believes a director should be able to serve for several years. = Candidates should=20 bring integrity, insight, energy, and analytical skills to Board = deliberations,=20 and must have a commitment to devote the necessary time and attention to = oversee=20 the affairs of a corporation as large and complex as ExxonMobil. = ExxonMobil=20 recognizes that the strength and effectiveness of the Board reflect the = balance,=20 experience, and diversity of the individual directors; their commitment; = and=20 importantly, the ability of directors to work effectively as a group in = carrying=20 out their responsibilities. ExxonMobil seeks candidates with diverse = backgrounds=20 who possess knowledge and skills in areas of importance to the = Corporation. The=20 Board must include members with particular experience required for = service on=20 key Board committees, as described in the committee charters on our Web = site.=20

The=20 Committee identifies director candidates primarily through = recommendations made=20 by the non-employee directors. These recommendations are developed based = on the=20 directors=92 own knowledge and experience in a variety of fields, and = research=20 conducted by ExxonMobil staff at the Committee=92s direction. The = Committee has=20 also engaged an executive search firm to help the Committee identify new = director candidates. The firm identifies potential director candidates = for the=20 Committee to consider and helps research candidates identified by the = Committee.=20 Additionally the Committee considers recommendations made by the = employee=20 directors, shareholders, and others. All recommendations, regardless of = the=20 source, are evaluated on the same basis against the criteria contained = in the=20 Selection Guidelines.

Mr. Frazier was initially suggested as a candidate by the = executive=20 search firm, Heidrick & Struggles, and subsequently recommended = for=20 nomination by the incumbent non-employee directors on the Board Affairs=20 Committee.

Shareholders may send recommendations for director candidates = to the=20 Secretary at the address given under =93Contact Information=94 on page = 3. A=20 submission recommending a candidate should include:

=9F

Sufficient = biographical information=20 to allow the Committee to evaluate the candidate in light of the = Selection=20 Guidelines;

=9F

Information concerning = any=20 relationship between the candidate and the shareholder = recommending the=20 candidate; and,

=9F

Material indicating = the willingness=20 of the candidate to serve if nominated and elected.=20

The=20 procedures by which shareholders may recommend nominees have not changed = materially since last year=92s proxy statement.

The=20 Committee is also responsible for reviewing and making recommendations = to the=20 Board regarding the compensation of the non-employee directors. The = Committee=20 uses an independent consultant, Pearl Meyer & Partners, to = provide=20 information on current developments and practices in director = compensation.=20 Pearl Meyer & Partners is the same consultant retained by the=20 Compensation Committee to advise on executive compensation, but performs = no=20 other work for ExxonMobil.

Audit=20 Committee

The Audit=20 Committee oversees accounting and internal control matters. Its = responsibilities=20 include oversight of:

=9F

Management=92s conduct = of the=20 Corporation=92s financial reporting process; =

=9F

The integrity of the = financial=20 statements and other financial information provided by the = Corporation to=20 the SEC and the public;

Table=20 of Contents

Index=20 to Financial Statements

=9F

The Corporation=92s = system of internal=20 accounting and financial controls; =

=9F

The Corporation=92s = compliance with=20 legal and regulatory requirements; =

=9F

The performance of the = Corporation=92s=20 internal audit function;

=9F

The independent = auditors=92=20 qualifications, performance, and independence; and,=20

=9F

The annual independent = audit of the=20 Corporation=92s financial statements. =

The=20 Committee has direct authority and responsibility to appoint (subject to = shareholder ratification), compensate, retain, and oversee the = independent=20 auditors.

The=20 Committee also prepares the report that SEC rules require be included in = the=20 Corporation=92s annual proxy statement. This report is on pages 49-50. =

The=20 Committee has adopted specific policies and procedures for pre-approving = fees=20 paid to the independent auditors. These policies and procedures, as well = as the=20 Committee=92s charter, are posted on the Corporate Governance section of = our Web=20 site.

The Board=20 has determined that all members of the Committee are financially = literate within=20 the meaning of the NYSE standards, and that Dr. Boskin, = Dr. Faulkner,=20 Mr. Houghton, and Mr. Reinemund are =93audit committee = financial=20 experts=94 as defined in the SEC rules.

Compensation Committee

The=20 Compensation Committee oversees compensation for ExxonMobil=92s senior = executives,=20 including their salary, bonus, incentive awards, and succession plans = for key=20 executive positions. The Committee=92s charter is available on the = Corporate=20 Governance section of our Web site.

During=20 2008 the Committee established the ceiling for the 2008 short term and = long term=20 incentive award programs, endorsed the salary program for 2009, reviewed = the=20 individual performance and contributions of each senior executive, = granted=20 individual incentive awards and set salaries for the senior executives, = and=20 reviewed progress on executive development and succession planning for = senior=20 positions.

The=20 Compensation Committee=92s report is on page 19.

The=20 Committee does not delegate its responsibilities with respect to = ExxonMobil=92s=20 executive officers and other senior executives (approximately 25 = positions). For=20 other employees, the Committee delegates authority to determine = individual=20 salaries and incentive awards to a committee consisting of the Chairman = and the=20 Senior Vice Presidents of the Corporation. That committee=92s actions = are subject=20 to a salary budget and aggregate annual ceilings on cash and equity = incentive=20 awards established by the Compensation Committee.

The=20 Committee utilizes the expertise of an external independent consultant, = Pearl=20 Meyer & Partners, whom the Committee retains and works with = during the=20 year. At the direction of the Chair of the Compensation Committee, the=20 consultant provides the following services:

=9F

Attends meetings of = the Compensation=20 Committee.

=9F

Makes an annual = presentation to the=20 Compensation Committee regarding: =

=96

General trends in = executive=20 compensation across industries, particularly trends that reflect a = change=20 in compensation practices. The consultant advises the Committee on = whether=20 changes in compensation practices are relevant to ExxonMobil=92s=20 compensation programs.

=96

A perspective on the = structure and=20 competitive standing of ExxonMobil=92s compensation program for = senior=20 executives.

=9F

Participates in the = Committee=92s=20 deliberations regarding compensation for Named Executive Officers = that=20 include items such as:

=96

How to interpret the = level of=20 compensation of each Named Executive Officer compared to similar = positions=20 across industries.

Table=20 of Contents

Index=20 to Financial Statements

=96

The appropriate level = of each=20 element of compensation for individual Named Executive Officers=20 considering their career experience and tenure in their positions, = as well=20 as general performance of the Company within the industry.=20

=96

The pace at which = compensation=20 levels should be adjusted over future years.=20

=96

How to weigh or = consider the impact=20 of a compensation change today on future retirement income.=20

=96

The interpretation of = issues=20 involving executive compensation raised by shareholders and the=20 appropriate responses from management. =

=96

The relationship = between=20 compensation and executive succession planning.=20

=96

How the Committee = should emphasize=20 or weigh one element of compensation versus another to address the = long-term nature of the business and long planning lead times.=20

=9F

Prepares the analysis = of comparator=20 company compensation used by the Compensation Committee.=20

The input=20 of the independent consultant is given serious consideration as part of = the=20 Committee=92s decision-making process but is not assigned a weight = versus the=20 other matters considered by the Committee as described in the = =93Compensation=20 Discussion and Analysis=94 beginning on page 20.

In=20 addition at the direction of the Chair of the Board Affairs Committee, = Pearl=20 Meyer & Partners provides an annual survey of non-employee = director=20 compensation for use by that Committee.

ExxonMobil management does not use Pearl Meyer & = Partners to=20 advise on ExxonMobil=92s general employee compensation and benefit = programs. The=20 Compensation Committee retains sole discretion to hire and fire the = independent=20 consultant and to negotiate the terms of the consultant=92s engagement.=20

The=20 Committee meets with ExxonMobil=92s CEO and other senior executives = during the=20 year to review the Corporation=92s business results and progress against = strategic=20 plans. The Committee uses this input to help determine the aggregate = annual=20 ceilings to be set for the Corporation=92s cash and equity incentive = award=20 programs. The CEO also provides input to the Committee regarding = performance=20 assessments for ExxonMobil=92s other senior executives and makes = recommendations=20 to the Committee with respect to salary and incentive awards for these=20 executives and succession planning for senior positions.

The=20 Committee uses tally sheets to assess total compensation for the = Corporation=92s=20 senior executives under different scenarios. The tally sheets value all = elements=20 of cash compensation; incentive awards, including restricted stock = grants; the=20 annual change in pension value; and other benefits and perquisites. The = tally=20 sheets also display the value of outstanding awards and lump sum pension = estimates. For tally sheet purposes, the Committee considers restricted = stock=20 awards on the basis of grant date fair value as shown in the =93Grants = of=20 Plan-Based Awards=94 table, not on the financial accounting method used = for the=20 =93Summary Compensation Table.=94

See pages=20 28-30 for additional information on tally sheets and other = analytical=20 tools used by the Committee to facilitate compensation decisions. =

For more=20 information on the Committee=92s approach to executive compensation and = the=20 decisions made by the Committee for 2008, refer to the =93Compensation = Discussion=20 and Analysis=94 beginning on page 20.

Finance Committee

The=20 Finance Committee reviews ExxonMobil=92s financial policies and = strategies,=20 including our capital structure, dividends, and share purchase program. = The=20 Committee authorizes the issuance of corporate debt subject to limits = set by the=20 Board. The Committee=92s charter is available on the Corporate = Governance section=20 of our Web site.

Table=20 of Contents

Index=20 to Financial Statements

Public=20 Issues and Contributions Committee

The=20 Public Issues Committee and the Advisory Committee on Contributions were = combined in 2008. This Committee reviews the effectiveness of the = Corporation=92s=20 policies, programs, and practices with respect to safety, health, the=20 environment, and social issues. The Committee hears reports from = operating units=20 on safety and environmental activities, and also visits operating sites = to=20 observe and comment on current operating practices. In addition the = Committee=20 reviews the level of ExxonMobil=92s support for education and other = public service=20 programs, including the Company=92s contributions to the ExxonMobil = Foundation.=20 The Foundation works to improve the quality of education in the United = States at=20 all levels, with special emphasis on math and science. The Foundation = also=20 supports the Company=92s other cultural and public service giving. The = Committee=92s=20 charter is available on the Corporate Governance section of our = Web site.=20

Executive Committee

The=20 Executive Committee has broad power to act on behalf of the Board. In = practice=20 the Committee meets only when it is impractical to call a meeting of the = full=20 Board.

Shareholder Communications

The Board=20 Affairs Committee has approved and implemented procedures for = shareholders and=20 other interested persons to send communications to individual directors, = including the Presiding Director, Board Committees, or the non-employee=20 directors as a group.

=9F

Written = Communications:=20 Written correspondence should be addressed to the director or = directors in=20 care of the Secretary at the address given under =93Contact = Information=94 on=20 page 3. All correspondence either is forwarded to the = intended=20 recipient and/or to the Chair of the Board Affairs Committee, as=20 appropriate, or held for review by the Board Affairs Committee at = its next=20 regular meeting. A log of all correspondence addressed to the = directors is=20 also kept for periodic review by the Board Affairs Committee and = any other=20 interested director.

=9F

Electronic = Communications:=20 You may send e-mail to individual non-employee directors, Board=20 Committees, or the non-employee directors as a group by using the = form=20 provided for that purpose on our Web site at=20 exxonmobil.com/directors. These communications are sent = directly to=20 the specified director=92s or the Committee Chair=92s electronic = mailbox.=20 E-mail can be viewed by staff of the Office of the Secretary, but = can only=20 be deleted by the director to whom it is addressed. More = information about=20 our procedures for handling communications to non-employee = directors is=20 posted on the Corporate Governance section of our Web site.=20

Code=20 of Ethics and Business Conduct

The Board=20 maintains policies and procedures (which we refer to in this proxy = statement as=20 the =93Code=94) that represent both the code of ethics for the principal = executive=20 officer, principal financial officer, and principal accounting officer = under SEC=20 rules, and the code of business conduct and ethics for directors, = officers, and=20 employees under NYSE listing standards. The Code applies to all = directors,=20 officers, and employees. The Code includes a Conflicts of Interest = Policy under=20 which directors, officers, and employees are expected to avoid any = actual or=20 apparent conflict between their own personal interests and the interests = of the=20 Corporation.

The Code=20 is posted on the ExxonMobil Web site at exxonmobil.com/governance = and is=20 available free of charge on request to the Secretary at the address = given under=20 =93Contact Information=94 on page 3. The Code is also included as = an exhibit=20 to our Annual Report on Form 10-K. Any amendment of the Code will = be=20 posted promptly on our Web site.

The=20 Corporation maintains procedures for administering and reviewing = potential=20 issues under the Code, including procedures that allow employees to make = complaints without identifying themselves. The Corporation also conducts = periodic mandatory business practice training sessions and requires each = regular=20 employee and non-employee director to make an annual compliance = certification.=20

Table=20 of Contents

Index=20 to Financial Statements

The Board=20 Affairs Committee will initially review any suspected violation of the = Code=20 involving an executive officer or director and will report its findings = to the=20 Board. The Board does not envision that any waiver of the Code will be = granted.=20 Should such a waiver occur, it will be promptly disclosed on our Web = site.=20

Related Person Transactions and Procedures

In=20 accordance with SEC rules, ExxonMobil maintains Guidelines for Review of = Related=20 Person Transactions. These Guidelines are available on the Corporate = Governance=20 section of our Web site.

In=20 accordance with the Related Person Transaction Guidelines, all executive = officers, directors, and director nominees are required to identify, to = the best=20 of their knowledge after reasonable inquiry, business and financial = affiliations=20 involving themselves or their immediate family members that could = reasonably be=20 expected to give rise to a reportable related person transaction. = Covered=20 persons must also advise the Secretary of the Corporation promptly of = any change=20 in the information provided, and will be asked periodically to review = and=20 re-affirm their information.

For the=20 above purposes, =93immediate family member=94 includes a person=92s = spouse, parents,=20 siblings, children, in-laws, and step-relatives.

Based on=20 this information, we review the Company=92s own records and make = follow-up=20 inquiries as may be necessary to identify potentially reportable = transactions. A=20 report summarizing such transactions and including a reasonable level of = detail=20 is then provided to the Board Affairs Committee. The Committee oversees = the=20 Related Person Transaction Guidelines generally and reviews specific = items to=20 assess materiality.

In=20 assessing materiality for this purpose, information will be considered = material=20 if, in light of all the circumstances, there is a substantial likelihood = a=20 reasonable investor would consider the information important in deciding = whether=20 to buy or sell ExxonMobil stock or in deciding how to vote shares of = ExxonMobil=20 stock. A director will abstain from the decision on any transactions = involving=20 that director or his or her immediate family members.

Under SEC=20 rules, certain transactions are deemed not to involve a material = interest=20 (including transactions in which the amount involved in any 12-month = period is=20 less than $120,000 and transactions with entities where a related = person=92s=20 interest is limited to service as a non-employee director). In addition = based on=20 a consideration of ExxonMobil=92s facts and circumstances, the Committee = will=20 presume that the following transactions do not involve a material = interest for=20 purposes of reporting under SEC rules:

=9F

Transactions in the = ordinary course=20 of business with an entity for which a related person serves as an = executive officer, provided (1) the affected director = or=20 executive officer did not participate in the decision on the part = of=20 ExxonMobil to enter into such transactions; and, (2) the = amount=20 involved in any related category of transactions in a 12-month = period is=20 less than 1 percent of the entity=92s gross revenues.=20

=9F

Grants or membership = payments in the=20 ordinary course of business to nonprofit organizations, = provided=20 (1) the affected director or executive officer did not=20 participate in the decision on the part of ExxonMobil to make such = payments; and, (2) the amount of general-purpose grants in a = 12-month=20 period is less than 1 percent of the recipient=92s gross revenues. =

=9F

Payments under = ExxonMobil plans and=20 arrangements that are available generally to U.S. salaried = employees=20 (including contributions under ExxonMobil=92s Educational and = Cultural=20 Matching Gift Programs and payments to providers under ExxonMobil = health=20 care plans).

=9F

Employment by = ExxonMobil of a family=20 member of an executive officer, provided the executive = officer does=20 not participate in decisions regarding the hiring, performance = evaluation,=20 or compensation of the family member. =

Transactions or relationships not covered by the above = standards will be=20 assessed by the Committee on the basis of the specific facts and = circumstances.=20

Table=20 of Contents

Index=20 to Financial Statements

The=20 following disclosures are made as of February 25, 2009, the date of the = most=20 recent Board Affairs Committee review of potential related person = transactions.=20

ExxonMobil and its affiliates have about 80,000 employees = around the=20 world and employees related by birth or marriage may be found at all = levels of=20 the organization. Two retired executive officers have family members who = are=20 employed by the Corporation: J.S. Simon (formerly Senior Vice President = and=20 Director) has a son-in-law who works for ExxonMobil Fuels Marketing = Company, and=20 H.H. Hubble (formerly Vice President, Investor Relations and Secretary) = has a=20 son who works for ExxonMobil Development Company.

ExxonMobil employees do not receive preferential treatment by = reason of=20 being related to an executive officer, and executive officers do not = participate=20 in hiring, performance evaluation, or compensation decisions for family = members.=20 ExxonMobil=92s employment guidelines state: =93Relatives of Company = employees may be=20 employed on a non-preferential basis. However an employee should not be = employed=20 by or assigned to work under the direct supervision of a relative, or to = report=20 to a supervisor who in turn reports to a relative of the employee.=94 = Accordingly,=20 consistent with ExxonMobil=92s Related Person Transaction Guidelines, we = do not=20 consider the relationships noted above to be material within the meaning = of the=20 related person transaction disclosure rules.

P.T.=20 Mulva (Vice President and Controller) has a brother serving as Chairman = and CEO=20 of ConocoPhillips. As is the case with most other major companies in the = oil and=20 gas industry, ExxonMobil has a variety of business transactions with=20 ConocoPhillips. These transactions include routine purchases and sales = of crude=20 oil, petroleum products, and pipeline transportation capacity. = Affiliates of=20 ExxonMobil and ConocoPhillips have joint ownership of a refinery in = Germany and=20 a number of pipelines, terminals, emergency response companies, and = service=20 companies, and also have undivided interests in a variety of = exploration,=20 development, and production projects. All of these transactions are = entered into=20 in the ordinary course of business without influence from P.T. Mulva. = Neither=20 P.T. Mulva nor, to our knowledge after reasonable inquiry, his brother, = has any=20 interest in these transactions different from the general interest of = other=20 employees and shareholders. Accordingly, consistent with ExxonMobil=92s = Related=20 Person Transaction Guidelines, we do not consider these transactions to = be=20 material within the meaning of the related person transaction disclosure = rules.=20

S.R.=20 LaSala (Vice President and General Tax Counsel) has a son who is a = partner of a=20 law firm that performs work for ExxonMobil. Mr. LaSala is not = involved in=20 decisions to retain the firm, and, therefore, we do not consider the=20 relationship to be material within the meaning of the related person = transaction=20 disclosure rules.

S.J.=20 Glass, Jr. (Vice President) has a brother who is a partner of a law firm = that=20 performs work for ExxonMobil. Mr. Glass is not involved in = decisions to=20 retain the firm, and, therefore, we do not consider the relationship to = be=20 material within the meaning of the related person transaction disclosure = rules.=20

The Board=20 Affairs Committee also reviewed ExxonMobil=92s ordinary course business = with=20 companies for which non-employee directors serve as executive officers = and=20 determined that, in accordance with the categorical standards described = above,=20 none of those matters represent reportable related person transactions. = See=20 =93Director Independence=94 on page 4.

We are=20 not aware of any related person transaction required to be reported = under=20 applicable SEC rules since the beginning of the last fiscal year where = our=20 policies and procedures did not require review, or where such policies = and=20 procedures were not followed.

The=20 Corporation=92s Related Person Transaction Guidelines are intended to = assist the=20 Corporation in complying with its disclosure obligations under SEC = rules. These=20 procedures are in addition to, not in lieu of, the Corporation=92s Code = of Ethics=20 and Business Conduct.

Table=20 of Contents

Index=20 to Financial Statements

ITEM 1 =96 ELECTION OF DIRECTORS =

The Board=20 of Directors has nominated the director candidates named on the = following pages.=20 Personal information on each of our nominees is also provided. All of = our=20 nominees currently serve as ExxonMobil directors except = Mr. Frazier, who=20 has been nominated by the Board for first election as a director at the = annual=20 meeting. Messrs. Houghton and Shipley, who previously reached the usual=20 retirement age, are not standing for re-election this year.

If a=20 director nominee becomes unavailable before the election, your proxy = authorizes=20 the people named as proxies to vote for a replacement nominee if the = Board names=20 one.

The=20 Board recommends you vote FOR each of the following candidates: =



Michael J. Boskin Age=20 63 Director since 1996		Principal Occupation: T.M. Friedman Professor of = Economics=20 and Senior Fellow, Hoover Institution, Stanford = University Business Experience: Dr. Boskin is also a Research = Associate, National Bureau of Economic Research; and serves on the = Panel=20 of Advisors of the Congressional Budget Office. He is Chief = Executive=20 Officer and President of Boskin & Co., an economic consulting=20 company. Public Company Directorships: Oracle; Shinsei=20 Bank


Larry R. Faulkner Age=20 64 Director since 2008		Principal Occupation: President, Houston = Endowment;=20 President Emeritus, the University of Texas at Austin Business Experience: Dr. Faulkner served as = President of the=20 University of Texas at Austin from 1998 to 2006. He also served on = the=20 chemistry faculties of the University of Texas, the University of=20 Illinois, and Harvard University. At the University of Illinois, = he also=20 held a number of positions in academic administration including = Provost=20 and Vice Chancellor for Academic Affairs. Public Company Directorships: Guaranty Financial = Group;=20 Temple-Inland


Kenneth C. Frazier Age=20 54 Director nominee		Principal Occupation: Executive Vice President and = President, Global Human Health, Merck & Co. Business Experience: Mr. Frazier was elected = Executive Vice=20 President and President, Global Human Health, at Merck in 2007, = and=20 Executive Vice President and General Counsel in 2006. He served as = Senior=20 Vice President and General Counsel at Merck from 1999 to = 2006. Public Company Directorships: = None

Table=20 of Contents

Index=20 to Financial Statements




William W. George Age=20 66 Director since 2005		Principal Occupation: Professor of Management = Practice,=20 Harvard University Business Experience: Mr. George was elected = Chairman of=20 Medtronic in 1996, and retired in 2002; Chief Executive Officer in = 1991;=20 and President and Chief Operating Officer in 1989. Public Company Directorships: Goldman = Sachs


Reatha Clark King Age=20 71 Director since 1997		Principal Occupation: Former Chairman, Board of = Trustees,=20 General Mills Foundation Business Experience: Dr. King was elected = Chairman, Board of=20 Trustees, General Mills Foundation in 2002, and retired in 2003; = President=20 and Executive Director, General Mills Foundation; and Vice = President,=20 General Mills, Inc. from 1988 to 2002. Prior to joining the = General Mills=20 Foundation, Dr. King held a variety of positions in chemical = research,=20 education, and academic administration. Company Directorships: Lenox = Group


Marilyn Carlson Nelson Age=20 69 Director since 1991		Principal Occupation: Chairman of the Board,=20 Carlson Business Experience: Mrs. Nelson was elected = Chairman and=20 Chief Executive Officer of Carlson in 1998, and relinquished the = role of=20 CEO in 2008. She has held a number of other management positions = at=20 Carlson including President, Chief Operating Officer, Vice Chair = and=20 Senior Vice President. Company Directorships: = Carlson


Samuel J. Palmisano Age=20 57 Director since 2006 Presiding Director since 2008		Principal Occupation: Chairman of the Board, = President, and=20 Chief Executive Officer, IBM Business Experience: Mr. Palmisano was elected = Chairman,=20 President, and Chief Executive Officer of IBM in 2003. Mr. = Palmisano also=20 served as President, Senior Vice President, and Group Executive = for IBM=92s=20 Enterprise Systems Group, IBM Global Services, and IBM=92s = Personal Systems=20 Group. Public Company Directorships: = IBM

Table=20 of Contents

Index=20 to Financial Statements




Steven S Reinemund Age=20 61 Director since 2007		Principal Occupation: Dean of Business, Wake = Forest=20 University Business Experience: Mr. Reinemund served as = Executive=20 Chairman of the Board of PepsiCo from 2006 to 2007, and retired in = 2007;=20 was elected Chief Executive Officer and Chairman of the Board in = 2001;=20 President and Chief Operating Officer in 1999; and Director in = 1996. He=20 was also elected President and CEO of Frito-Lay in 1992 and Pizza = Hut in=20 1986. Public Company Directorships: American Express;=20 Marriott


Rex W. Tillerson Age=20 57 Director since 2004		Principal Occupation: Chairman of the Board and = Chief=20 Executive Officer, Exxon Mobil Corporation Business Experience: Mr. Tillerson was elected = Chairman and=20 Chief Executive Officer of ExxonMobil in 2006; President and = Director in=20 2004; and Senior Vice President in 2001. Mr. Tillerson has held a = variety=20 of management positions in domestic and foreign operations since = joining=20 the Exxon organization in 1975, including President, Exxon Yemen = Inc. and=20 Esso Exploration and Production Khorat Inc.; Vice President, Exxon = Ventures (CIS) Inc.; President, Exxon Neftegas Limited; and = Executive Vice=20 President, ExxonMobil Development Company. Public Company Directorships: = None


Edward E. Whitacre, Jr. Age=20 67 Director since 2008		Principal Occupation: Chairman Emeritus, = AT&T Business Experience: Mr. Whitacre was elected = Chairman and=20 Chief Executive Officer of AT&T upon its merger with SBC=20 Communications in 2005, and retired in 2007. He was elected = Chairman and=20 Chief Executive Officer of SBC in 1990; and President and Chief = Operating=20 Officer in 1988. Public Company Directorships: Burlington Northern = Santa=20 Fe

Table=20 of Contents

Index=20 to Financial Statements

DIRECTOR COMPENSATION

Director=20 compensation elements are designed to:

=9F

Ensure alignment with = long-term=20 shareholder interests;

=9F

Ensure the Company can = attract and=20 retain outstanding director candidates who meet the selection = criteria=20 outlined in the Guidelines for Selection of Non-Employee = Directors, which=20 can be found on the Corporate Governance section of our Web site;=20

=9F

Recognize the = substantial time=20 commitments necessary to oversee the affairs of the Corporation; = and,=20

=9F

Support the = independence of thought=20 and action expected of directors. =

Non-employee director compensation levels are reviewed by the = Board=20 Affairs Committee each year, and resulting recommendations are presented = to the=20 full Board for approval. The Committee uses an independent consultant, = Pearl=20 Meyer & Partners, to provide information on current = developments and=20 practices in director compensation. Pearl Meyer & Partners is = the same=20 consultant retained by the Compensation Committee to advise on executive = compensation, but performs no other work for ExxonMobil.

ExxonMobil employees receive no additional pay for serving as = directors.=20

Non-employee directors receive compensation consisting of cash = and equity=20 in the form of restricted stock. Non-employee directors are also = reimbursed for=20 reasonable expenses incurred to attend board meetings or other functions = relating to their responsibilities as a director of Exxon Mobil = Corporation.=20

The=20 annual cash retainer for non-employee directors is $100,000 per year. = Committee=20 and Committee Chair fees were eliminated in 2007, except for the Chairs = of the=20 Audit and Compensation Committees (who receive an additional $10,000 per = year).=20 The purpose of this change was to simplify the non-employee director=20 compensation package.

As of=20 year-end 2007, the program in which non-employee directors could defer = their=20 cash compensation was terminated. Accrued deferred account balances were = returned to participants in one or two annual installments that = commenced in=20 January 2008.

A=20 significant portion of director compensation is paid in restricted stock = to=20 align director compensation with the long-term interests of = shareholders. The=20 annual restricted stock award grant for incumbent non-employee directors = is=20 2,500 shares. A new non-employee director receives a one-time grant of = 8,000=20 shares of restricted stock upon first being elected to the Board. =

While on=20 the Board, the non-employee director receives the same cash dividends on = restricted shares as a holder of regular common stock, but the = non-employee=20 director is not allowed to sell the shares. The restricted shares may be = forfeited if the non-employee director leaves the Board early, i.e., = before=20 retirement age of 72, as specified for non-employee directors. =

Current=20 and former non-employee directors of Exxon Mobil Corporation are = eligible to=20 participate in the ExxonMobil Foundation=92s Educational and Cultural = Matching=20 Gift Programs under the same terms as the Corporation=92s U.S. = employees.=20

Table=20 of Contents

Index=20 to Financial Statements

Director Compensation for 2008

Name

Fees

Earned

or Paid

in Cash

($)

Option

Awards

($)

Change=20 = in
Pension Value
and
Nonqualified
Deferred
Compensati= on

Earnings

($)

Other

Compensation

($)(b)

Total

($)

L.R.=20 Faulkner

92,033 0 0 350 779,663

J.R.=20 Houghton

110,000 0 0 350 344,513

R.C.=20 King

100,000 0 0 350 334,513

M.C.=20 Nelson

100,000 0 0 350 334,513

S.S=20 Reinemund

611,196

W.V.=20 Shipley

334,513

E.E. = Whitacre,=20 Jr.

59,341 0 0 350 478,361


	Stock Awards ($)(a)		Non-Equity Incentive Plan Compensation ($)
M.J.=20 Boskin		100,000		234,163		0		0		0		350	334,513
	687,280		0
W.W.=20 George		105,934		234,163		0		0		0		350	340,447
	234,163		0
W.R.=20 Howell		44,725		234,163		0		0		0		350	279,238
	234,163		0
P.E.=20 Lippincott		40,659		234,163		0		0		0		350	275,172
	234,163		0
S.J.=20 Palmisano		100,000		234,163		0		0		0		350	334,513
	100,000		510,846		0		0		0		350
	100,000		234,163		0		0		0		350
	418,670		0

(a)

In = accordance with SEC=20 rules, the valuation of stock awards in this table represents the=20 compensation cost of awards recognized for financial statement = purposes=20 for 2008 under Statement of Financial Accounting Standards = No. 123,=20 as revised (FAS 123R). The Company recognizes compensation cost = for=20 restricted stock granted to the non-employee directors over a = 12-month=20 period following the grant date. Dividends on stock awards are not = shown=20 in the table because those amounts are factored into the grant = date fair=20 value.

Each = director (other=20 than Dr. Faulkner and Mr. Whitacre, who joined the Board = in=20 2008) received an annual grant of 2,500 restricted shares in = January 2008.=20 The compensation cost recognized for these awards and shown in the = table=20 for 2008 is the same as the grant date fair value of these grants, = which=20 was $234,163.

Dr. Faulkner=20 received a one-time grant of 8,000 restricted shares upon being = first=20 elected to the Board in January 2008. The compensation cost = recognized for=20 this award and shown in the table for 2008 is the same as the = grant date=20 fair value of this grant, which was $687,280. =

Mr. Reinemund=20 received a one-time grant of 8,000 restricted shares upon being = first=20 elected to the Board in May 2007. The compensation cost recognized = for=20 this award and shown in the table for 2008 is five-twelfths of the = grant=20 date fair value of this grant in 2007, which was $276,683.=20

Mr. Whitacre=20 received a one-time grant of 8,000 restricted shares upon being = first=20 elected to the Board in May 2008. The compensation cost recognized = for=20 this award and shown in the table for 2008 is seven-twelfths of = the grant=20 date fair value of this grant in 2008, which was $418,670.=20

Table=20 of Contents

Index=20 to Financial Statements

At = year-end 2008, the=20 aggregate number of restricted shares held by each director was as = follows:

Name Restricted Shares (#)

L.R.=20 Faulkner

8,000

J.R.=20 Houghton

48,400

M.C.=20 Nelson

50,800

S.S=20 Reinemund

10,500

E.E. = Whitacre,=20 Jr.

8,000


M.J.=20 Boskin		46,800
W.W.=20 George		18,500
R.C.=20 King		45,600
S.J.=20 Palmisano		14,500
W.V.=20 Shipley		44,400

(b)	The amount = shown for=20 each director is the prorated cost of travel accident insurance = covering=20 death, dismemberment, or loss of sight, speech, or hearing under a = policy=20 purchased by the Corporation with a maximum benefit of $500,000 = per=20 individual.

The=20 non-employee directors are not entitled to any additional payments or = benefits=20 as a result of leaving the Board or death except as described above. The = non-employee directors are not entitled to any payments or benefits = resulting=20 from a change in control of the Corporation.

DIRECTOR AND EXECUTIVE OFFICER STOCK OWNERSHIP=20

These=20 tables show the number of ExxonMobil common stock shares each executive = named in=20 the =93Summary Compensation Table=94 on page 35 and each non-employee = director or=20 director nominee owned on February 28, 2009 (or at retirement, = if=20 earlier). In these tables, ownership means the right to direct the = voting or the=20 sale of shares, even if those rights are shared with someone else. None = of these=20 individuals owns more than 0.03 percent of the outstanding shares. =

Named Executive=20 Officer Shares Covered by
Exercisable Options=20

D.D.=20 Humphreys

⁽²⁾ 175,097

C.W.=20 Matthews

110,000

J.S.=20 Simon

⁽⁴⁾ 462,705

M.E.=20 Foster

⁽⁵⁾ 215,097


Shares Owned
R.W.=20 Tillerson		1,131,520	⁽¹⁾	327,307
518,127
H.R.=20 Cramer		671,613		458,000
525,742
S.D.=20 Pryor		712,421	⁽³⁾	508,000
833,685
	496,673

(1)	Includes = 1,875 shares=20 owned by dependent child.

(2)	Includes = 54,947 shares=20 jointly owned with spouse.

(3)	Includes = 23,022 shares=20 owned by spouse.

(4)	Includes = 11,177 shares=20 jointly owned with spouse.

(5)	Includes = 678 shares=20 owned by spouse and 13,845 shares owned by dependent children.=20

Table=20 of Contents

Index=20 to Financial Statements

Non-Employee=20 Director/Nominee

L.R.=20 Faulkner

W.W.=20 George

⁽¹⁾

R.C.=20 King

⁽³⁾

S.J.=20 Palmisano

W.V.=20 Shipley

E.E. = Whitacre,=20 Jr.


Shares Owned
M.J.=20 Boskin		49,300
10,500
K.C.=20 Frazier		0
31,000
J.R.=20 Houghton		57,900	⁽²⁾
50,904
M.C.=20 Nelson		71,300	⁽⁴⁾
17,000
S.S=20 Reinemund		15,275	⁽⁵⁾
49,540
	10,500

(1)	Includes = 10,000 shares=20 held as co-trustee of family foundation. =

(2)	Includes = 5,000 shares=20 owned by spouse.

(3)	Includes = 1,000 shares=20 owned by spouse.

(4)	Includes = 18,000 shares=20 held as co-trustee of family trusts. =

(5)	Includes = 1,100 shares=20 held in family trust of which spouse is a trustee, and 1,175 = shares held=20 by family foundation of which Mr. Reinemund is a director.=20

On=20 February 28, 2009, ExxonMobil=92s incumbent directors and executive = officers=20 (27 people) together owned 6,979,421 shares of ExxonMobil stock and = 2,401,119=20 shares covered by exercisable options, representing about 0.19 percent = of the=20 outstanding shares.

Section 16(a) Beneficial Ownership Reporting Compliance =

Section 16(a) of the Securities and Exchange Act of 1934 = requires=20 that our executive officers and directors file reports of their = ownership and=20 changes in ownership of ExxonMobil stock on Forms 3, 4, and 5 with the = SEC and=20 NYSE. We are not aware of any unfiled reports and are not aware of any = late=20 reports for 2008.

COMPENSATION COMMITTEE REPORT

The=20 Compensation Committee of the Board of Directors has reviewed and = discussed the=20 =93Compensation Discussion and Analysis=94 for 2008 with management of = the=20 Corporation. Based on that review and discussion, we recommended to the = Board=20 that the =93Compensation Discussion and Analysis=94 be included in the = Corporation=92s=20 proxy statement for the 2009 annual meeting of shareholders, and also=20 incorporated by reference in the Corporation=92s Annual Report on = Form 10-K=20 for the year ended December 31, 2008.


William W. George, = Chair		Samuel J. = Palmisano
Reatha Clark = King		Edward E. Whitacre,=20 Jr.

Table=20 of Contents

Index=20 to Financial Statements

COMPENSATION DISCUSSION AND ANALYSIS =

The=20 Compensation Discussion and Analysis and Executive Compensation Tables = are=20 organized as follows:


		Topics		Page
Overview		=9F		Business=20 Environment		21
	=9F		Key=20 Business Strategies		21
	=9F		Key=20 Elements of the Compensation Program		21
	=9F		Other=20 Supporting Compensation and Staffing Practices		21
	=9F		Business=20 Performance and Basis for Compensation Decisions		22
	=9F		Leadership=20 Structure		22
	=9F		People=20 and Business Strategies Model		23
Key Elements of the=20 Compensation Program		=9F		Career=20 Orientation		24
	=9F		Salary		24
	=9F		Bonus		24
	=9F		Equity		25
	=9F		Retirement		27
Basis of Compensation Committee=20 Decisions		=9F		Analytical=20 Tools:		28
			=96 Tally=20 Sheets		28
			=96 Pension=20 Modeling		29
			=96 Benchmarking		29
	=9F		Performance=20 Measurements:		30
			=96 Business=20 Results Considered		30
			=96 Performance=20 Assessment Process		30
			=96 Individual=20 Experience and Responsibility		31
	=9F		Pay=20 Awarded to Named Executive Officers		32
	=9F		Award=20 Timing		33
	=9F		Tax=20 and Accounting Matters		34
Executive Compensation=20 Tables and Narratives		=9F		Summary=20 Compensation Table		35
	=9F		Grants=20 of Plan-Based Awards		41
	=9F		Outstanding=20 Equity Awards		42
	=9F		Option=20 Exercises and Stock Vested		43
	=9F		Pension=20 Benefits		44
	=9F		Nonqualified=20 Deferred Compensation		47
	=9F		Administrative=20 Services for Retired Employee Directors		48
	=9F		Health=20 Care Benefits		48
	=9F		Unused=20 Vacation		48
	=9F		Termination=20 and Change in Control		48
	=9F		Payments=20 in the Event of Death		49

Table=20 of Contents

Index=20 to Financial Statements

Overview

Providing=20 energy to meet the world=92s demands is a complex business. We meet this = challenge=20 by taking a long-term view rather than reacting to short-term business = cycles.=20 The compensation program of ExxonMobil aligns with and supports the = long-term=20 business fundamentals and core business strategies outlined below and=20 illustrated in the model on page 23.

Business Environment

=9F

Long investment = horizons;=20

=9F

Large capital = investments;=20

=9F

Worldwide diverse = resources and=20 markets; and,

=9F

Commodity-based, = cyclical product=20 prices.

Key Business Strategies

=9F

Long-term growth in = shareholder=20 value;

=9F

Disciplined, = selective, and=20 long-term focus in making investments; =

=9F

Operational = excellence; and,=20

=9F

Industry-leading = returns on capital=20 and superior cash flow.

Key Elements of the Compensation Program =

The key=20 elements of our compensation program and staffing objectives that = support the=20 business fundamentals and strategies are:

=9F

Long-term career = orientation with high individual performance standards = (see page=20 24);

=9F

Base = salary that=20 rewards individual experience and performance (see page 24);=20

=9F

Annual = bonus grants=20 based on business performance, as well as individual experience = and=20 performance (see pages 24-25); =

=9F

Payment of a large = portion of=20 executive compensation in the form of equity with = long=20 mandatory holding periods that extend beyond retirement = (see pages=20 25-26); and,

=9F

Retirement benefits=20 (pension and savings plans) that provide for financial security = after=20 employment (see pages 27-28). =

Other Supporting Compensation and Staffing = Practices=20

=9F

Executives are = =93at-will=94 employees=20 of the Company. They do not have employment contracts, a = severance=20 program, or any benefits triggered by a change in control. =

=9F

A strong program of = management=20 development and succession planning is in place to = reinforce a=20 career orientation and provide continuity of leadership.=20

=9F

Inappropriate = risk-taking is=20 discouraged by requiring senior executives to hold a = substantial=20 portion of their equity incentive award for their entire career = and=20 beyond retirement.

=9F

All U.S. executives, = including the=20 CEO, the other Named Executive Officers, and about 1,200 other = U.S.=20 executives, participate in common programs (the same = salary,=20 incentive and retirement programs). Within these programs, the=20 compensation of executives is differentiated based on individual=20 experience, level of responsibility, and performance assessment.=20

=9F

No tax = assistance is=20 provided by the Company on any elements of executive officer = compensation=20 or perquisites other than relocation. The relocation policy is a=20 broad-based program that applies to all transferred U.S. = professional and=20 executive employees.

Table=20 of Contents

Index=20 to Financial Statements

=9F

Substantial amounts of = executive=20 compensation are at risk of forfeiture in case of=20 detrimental activity, unapproved early termination, or material = negative=20 restatement of financial or operating results.=20

=9F

The Company does = not reprice=20 equity incentive awards. The utilization of restricted = stock=20 instead of stock options and the determination of annual grants on = a=20 share-denominated versus price basis help reinforce this practice. =

=9F

Equity compensation is = not included=20 in pension calculations.

Business Performance and Basis for Compensation = Decisions=20

=9F

Compensation decisions = are based on=20 the results achieved in the following areas over multiple year = periods:=20

=96

Total shareholder = return;=20

=96

Net income;=20

=96

Return on capital = employed;=20

=96

Cash returned to = shareholders;=20

=96

Safety, health, and = environmental=20 performance;

=96

Operating performance = of the=20 Upstream, Downstream, and Chemical segments;=20

=96

Business controls; = and,=20

=96

Effectiveness of = actions that=20 support the long-term, strategic direction of the Company.=20

=9F

The = decision-making=20 process with respect to compensation requires judgment, = taking=20 into account business and individual performance and = responsibility.=20 Quantitative targets or formulas are not used to = assess=20 individual performance or determine the amount of compensation. = The=20 Compensation Committee assesses the results described above = against a=20 broad range of goals and objectives and takes into consideration = multiple=20 external factors that influence these results.=20

Leadership Structure

=9F

The disclosure = regulations result in=20 a roster of Named Executive Officers different from the most = senior=20 management team leading the Company, which is referred to as the=20 Management Committee.

=9F

The Management = Committee comprises=20 the following:

=96

Chairman and CEO: R.W. = Tillerson=20

=96

Senior Vice Presidents = who report=20 directly to the CEO:

=96

D.D. Humphreys;=20

=96

M.W. Albers, who = replaced S.R.=20 McGill upon his retirement in 2007; =

=96

M.J. Dolan, who = replaced J.S. Simon=20 upon his retirement in 2008; and, =

=96

A.P. Swiger, effective = April 2009.=20

=9F

All members of the = Management=20 Committee are shown as Named Executive Officers except for=20 Messrs. Albers, Dolan and Swiger, who have short tenure as = Senior=20 Vice Presidents. Consistent with our career orientation, which is=20 supported by a career-based compensation strategy, their = individual=20 compensation levels do not currently place them among the Named = Executive=20 Officers.

=9F

Although each member = of the=20 Management Committee is responsible for specific business = activities,=20 together they share responsibility for the performance of the = Company.=20

Table=20 of Contents

Index=20 to Financial Statements

People and Business Strategies Model =

The=20 following summary illustrates how the compensation and executive = development=20 strategies support and integrate with ExxonMobil=92s business model. = This=20 integrated approach supports long-term growth in shareholder=20 value.

3DLOGO=20 =20

Table=20 of Contents

Index=20 to Financial Statements

Key Elements of the Compensation Program =

Career Orientation

=9F

It is our objective to = attract and=20 retain for a career the best talent available.=20

=9F

It takes a long period = of time and a=20 significant investment to develop the experienced executive talent = necessary to succeed in the oil and gas business; senior = executives must=20 have experience with all phases of the business cycle to be = effective=20 leaders.

=9F

Career orientation = among a dedicated=20 and highly skilled workforce, combined with the highest = performance=20 standards, contributes to the Company=92s leadership in the = industry and=20 serves the interests of shareholders in the long term.=20

=9F

The long Company = service of=20 executive officers reflects this strategy at all levels of the=20 organization.

=96

The Named Executive = Officers have=20 career service ranging from 32 to over 42 years.=20

=96

The other executive = officers of the=20 Corporation have career service ranging from 27 to over = 36 years.=20

=9F

Consistent with our = long-term career=20 orientation, high-performing executives typically earn = substantially=20 higher levels of compensation in the final years of their careers = than in=20 the earlier years.

=96

This pay practice = reinforces the=20 importance of a long-term focus in making decisions that are key = to=20 business success.

=96

Because the = compensation program=20 emphasizes individual experience and long-term performance, = executives=20 holding similar positions may receive substantially different = levels of=20 compensation.

Salary

=9F

Salaries provide = executives with a=20 base level of income.

=9F

The level of annual = salary is based=20 on the executive=92s responsibility, performance assessment, and = career=20 experience.

=9F

Salary decisions = directly affect the=20 level of retirement benefits since salary is included in=20 retirement-benefit formulas. The level of retirement benefits is,=20 therefore, performance-based like other elements of compensation.=20

Bonus

=9F

The annual bonus = program is highly=20 variable depending on annual financial and operating results.=20

=9F

The size of the annual = bonus pool is=20 based on the annual net income of the Company and other business=20 performance factors as described under =93Business Results = Considered=94 on=20 page 30.

=9F

In setting the size of = the annual=20 bonus pool and individual executive awards, the Compensation = Committee:=20

=96

Secures input from the = Chairman on=20 the performance of the Company and from the Compensation = Committee=92s=20 external consultant regarding compensation trends across = industries.=20

=96

Uses judgment to = determine the=20 overall size of the annual bonus pool taking into consideration = the=20 cyclical nature and long-term orientation of the business.=20

=9F

The annual bonus = program=20 incorporates unique elements to further reinforce retention and = recognize=20 performance. Awards under this program are generally delivered as: =

3DLOGO=20 =20

Table=20 of Contents

Index=20 to Financial Statements

=9F

Earnings Bonus Units = are cash awards=20 that are tied to future cumulative earnings per share. Earnings = Bonus=20 Units pay out when a specified level of cumulative earnings per = share is=20 achieved or within three years. =

=96

For bonus awards = granted in 2008,=20 the trigger or cumulative earnings per share required for payout = of the=20 delayed portion was increased to $5.75 per unit versus $5.00 in = 2007 (+15=20 percent), to reinforce the Company=92s principle of continuous = improvement=20 in business performance and address the impact of the Company=92s = share=20 purchase program.

=96

If cumulative earnings = per share do=20 not reach $5.75 within three years, the delayed portion of the = bonus would=20 be reduced to an amount equal to the number of units times the = actual=20 cumulative earnings per share over the period.=20

=96

The intent of the = earnings per share=20 trigger is to tie the timing of the bonus payment to the rate of = the=20 Corporation=92s future earnings and not to decrease the amount of = the=20 payment, although it is at risk of forfeiture as described below. = Thus the=20 trigger of $5.75 is intentionally set at a level that is expected = to be=20 achieved within the three-year period. =

=96

Prior to payment, the = delayed=20 portion of a bonus may be forfeited if the executive leaves the = Company=20 before the standard retirement age, or engages in activity that is = detrimental to the Company.

=96

Cash and Earnings = Bonus Unit=20 payments are subject to recoupment in the event of = material=20 negative restatement of the Corporation=92s reported financial or = operating=20 results. Even though a restatement is unlikely given = ExxonMobil=92s high=20 ethical standards and strict compliance with accounting and other=20 regulations applicable to public companies, a recoupment policy = was=20 approved by the Board of Directors to reinforce the = well-understood=20 philosophy that incentive awards are at risk of forfeiture and = that=20 how we achieve results is as important as the actual = results.=20

=9F

The 2008 annual bonus = pool was $232=20 million versus $214 million in 2007. This reflects the combined = value at=20 grant of cash and Earnings Bonus Units. =

Equity

=9F

Equity compensation = accounts for a=20 substantial portion of total compensation to align the personal = financial=20 interests of executives with the long-term interests of = shareholders.=20

=9F

It is the objective to = grant 50 to=20 70 percent of a senior executive=92s total compensation in the = form of=20 restricted stock as measured by grant date fair market value, as = described=20 beginning on page 32.

Rationale

=9F

Given the long-term = orientation of=20 our business, granting equity in the form of restricted stock with = long=20 vesting provisions keeps executives focused on the fundamental = premise=20 that decisions made currently affect the performance of the = Corporation=20 and Company stock many years into the future.=20

=9F

This practice supports = a risk/reward=20 profile that reinforces a long-term view, which is fundamental to = the=20 business and discourages inappropriate risk taking.=20

=9F

Restricted stock = removes employee=20 discretion on the sale of Company-granted stock holdings and = reinforces=20 the retention objectives of the compensation program.=20

Restriction Periods

=9F

The restriction = periods for=20 ExxonMobil=92s stock grants to the most senior executives are the = longest of=20 most public companies.

=96

50 percent of each = grant is=20 restricted for five years; and, =

=96

The balance is = restricted for 10=20 years or until retirement, whichever is later.=20

Table=20 of Contents

Index=20 to Financial Statements

=9F

The long restriction = periods=20 reinforce the Company=92s focus on growing shareholder value over = the long=20 term by subjecting a large percentage of executive compensation = and=20 personal net worth to the long-term return on ExxonMobil stock = realized by=20 shareholders.

=9F

For the most senior = executives, more=20 than half of the total amount of restricted stock may not be = sold or=20 transferred until after the executive retires.=20

=9F

The restricted period = for stock=20 awards is not subject to acceleration, except in the case of = death.=20

Forfeiture Risk and Hedging Policy

=9F

Restricted stock is = subject to=20 forfeiture if an executive:

=96

Leaves the Company = before standard=20 retirement time (defined as age 65 for U.S. employees). In the = event of=20 early retirement prior to the age of 65 (i.e., age 55 to 64), the=20 Compensation Committee must approve the retention of awards by an=20 executive officer.

=96

Engages in activity = that is=20 detrimental to the Company, even if such activity occurs or is = discovered=20 after retirement.

=9F

Company policy = prohibits all=20 employees, including executives, from entering into put or call = options on=20 ExxonMobil common stock or futures contracts on oil or gas.=20

Share=20 Utilization

=9F

The Compensation = Committee=20 establishes a ceiling each year for annual stock awards. The = overall=20 number of shares granted in the restricted stock program in 2008=20 represents dilution of 0.2 percent, which is well below the = average of the=20 other large U.S.-based companies benchmarked for compensation and=20 incentive program purposes based on their historical grant = patterns.=20

=9F

The Company has a = long-established=20 practice of purchasing shares in the marketplace to eliminate the = dilutive=20 effect of stock-based incentive awards. =

Prior=20 Stock Programs

=9F

All equity awards = granted since 2003=20 are granted under the Corporation=92s 2003 Incentive Program. All=20 equity-based awards (including stock options and restricted stock) = granted=20 prior to 2003 that remain outstanding were granted under the = Corporation=92s=20 1993 Incentive Program (other than awards granted by Mobil = Corporation=20 prior to the merger). No further grants can be made under the 1993 = Incentive Program.

=9F

Prior to 2002, = ExxonMobil granted=20 Career Shares to the Company=92s most senior executives.=20

=96

Career Shares vest the = year=20 following an executive=92s retirement and are subject to = forfeiture on=20 substantially the same terms as current grants of restricted = stock. The=20 long vesting period further aligns the personal financial = interests of=20 executives with the long-term interests of shareholders, and helps = ExxonMobil retain senior executives for the duration of their = careers.=20

=96

The Corporation ceased = granting=20 Career Shares in 2002 when the Corporation began granting = restricted stock=20 to the broader executive population in lieu of stock options.=20

=96

Restricted stock and = long mandatory=20 holding periods achieve the same objectives as Career Shares and = therefore=20 it is unnecessary to grant both Career Shares and the current form = of=20 restricted stock.

=96

Career Shares could be = granted again=20 in the future under the Corporation=92s 2003 Incentive Program, = but there=20 are no current plans to make such grants. =

=9F

Before the merger, = Mobil Corporation=20 granted retention awards under the former Mobil Corporation = Management=20 Retention Plan. Retention awards are stock units that settle in = cash in a=20 single lump sum

Table=20 of Contents

Index=20 to Financial Statements

payment as soon as practicable after = retirement (taking=20 into account the required six-month delay in payment required = under the=20 American Jobs Creation Act of 2004). Messrs. Cramer and Pryor have = outstanding retention awards. =

Stock=20 Ownership

=9F

The table below shows = stock=20 ownership as a multiple of salary and the percentage of shares = that are=20 still subject to restrictions for the Named Executive Officers = except for=20 Messrs. Foster and Simon who have retired, and the average for all = other=20 executive officers as of year-end 2008. Valuation for this purpose = is=20 based on the year-end stock price. These levels of ownership = ensure=20 executive officers have a significant stake in the sustainable = long-term=20 success of the Corporation.

Name

Dollar Value of Stock Ownership

as a Multiple of Salary

Percent of
Shares Restricted

R.W.=20 Tillerson

48 89%

D.D.=20 Humphreys

45 84%

H.R.=20 Cramer

64 69%

C.W.=20 Matthews

49 72%

S.D.=20 Pryor

61 68%

All = Other Executive=20 Officers (average)

35 74%

Retirement

Common=20 Programs

=9F

Senior executives = participate in the=20 same tax-qualified pension and savings plans as most other U.S. = employees.=20 Senior executives also participate in the same nonqualified = defined=20 benefit and defined contribution plans as other U.S. executives.=20

=9F

A key principle on = which the pension=20 and savings programs are based is commonality of design for all = employees,=20 except where the American Jobs Creation Act of 2004 requires = delayed=20 timing of nonqualified plan distributions for higher-level = executives. The=20 same principle of commonality applies to the Company health care = benefits=20 (see page 48).

Pension Plans

=9F

The tax-qualified and = nonqualified=20 pension plans, described in more detail beginning on page 44, = provide an=20 annual benefit of 1.6 percent of final average pay per year of = service,=20 with an offset for Social Security benefits.=20

=9F

Pay for the purpose of = pension=20 calculations includes base salary and bonus but does not include = equity=20 compensation.

=9F

Bonus includes the = amounts that are=20 paid at grant and the amounts delayed by the Company, as described = beginning on page 24.

=9F

The portion of annual = bonus subject=20 to delayed payment is not intended to be at risk and therefore is = included=20 for pension purposes in the year of grant rather than the year of = payment,=20 as described on page 45.

=9F

Pension benefits are = paid upon=20 retirement as follows:

=96

Qualified pension plan = benefits are=20 payable, at the election of the employee, in a lump sum or in one = of=20 various forms of annuity payments. =

=96

Nonqualified pension = plan benefits=20 are paid in the form of an equivalent lump sum six months after=20 retirement.

Table=20 of Contents

Index=20 to Financial Statements

Qualified Savings Plan

=9F

The qualified savings = plan described=20 on page 39 permits employees to make pre- or post-tax = contributions and=20 receive a Company-matching contribution of 7 percent of eligible = salary,=20 subject to Internal Revenue Code (=93Code=94) limits on the amount = of pay=20 taken into account and the total amount of contributions.=20

=9F

To receive the = Company-matching=20 contribution, employees must contribute a minimum of 6 percent of = salary.=20

=9F

Qualified benefits are = payable in a=20 single lump sum or in partial withdrawals at any time after = retirement.=20

=9F

The Code generally = requires=20 distributions to commence after the employee has attained age = 70-1/2.=20

Nonqualified Savings Plan

=9F

The nonqualified = savings plan=20 described on pages 39 and 47 does not permit employee = contributions, but=20 provides 7 percent of eligible pay to restore matching = contributions that=20 could not be made to the qualified plan due to Code limits = (increased from=20 6 percent beginning in 2008). =

=9F

The nonqualified = savings plan=20 balance is paid in a single lump sum six months after retirement.=20

Basis of Compensation Committee Decisions =

The=20 Committee sets the compensation for the Named Executive Officers and = certain=20 other senior executives. The following describes the basis on which the=20 Committee made decisions in 2008.

3DLOGO=20 =20

Analytical Tools

Tally Sheets

=9F

A tally sheet is a = matrix used by=20 the Compensation Committee that shows the individual elements of=20 compensation and benefits for each Named Executive Officer. The = total of=20 all compensation and benefit plan elements is included to reflect = the full=20 employment costs for each Named Executive Officer.=20

=9F

For tally sheet = purposes, the=20 Compensation Committee values restricted stock based on fair = market value=20 at the date of grant, which equals the number of shares multiplied = by the=20 grant price. This is different from the restricted stock values in = the=20 =93Summary Compensation Table,=94 which, as required by current = disclosure=20 rules, are based on the expensing of outstanding restricted stock = under=20 Statement of Financial Accounting Standards No. 123, as = revised (FAS=20 123R).

=9F

Tally sheets were used = for the=20 following principal purposes: =

=96

To understand how = decisions on each=20 individual element of compensation affect total compensation for = each=20 senior executive;

=96

To gauge total = compensation for each=20 senior executive against publicly available data for comparable = positions=20 at comparator companies; and, =

Table=20 of Contents

Index=20 to Financial Statements

=96

To confirm that equity = compensation=20 represents a substantial portion of each senior executive=92s = total=20 compensation.

Pension Modeling

=9F

A pension modeling = tool was used to=20 determine how current compensation decisions would affect pension = values=20 upon retirement.

Benchmarking

=9F

Compensation is = benchmarked=20 annually. The primary benchmark for the Named Executive Officers = is a=20 select group of large companies across industries.=20

=9F

Comparator Companies=20

=96

The following criteria = for selecting=20 comparator companies are consistently applied every year:=20

=9F

U.S. companies;=20

=9F

International = operations;=20

=9F

Large scope and = complexity;=20

=9F

Capital intensive; = and,=20

=9F

Proven = sustainability/permanence.=20

=96

The 14 companies = benchmarked based=20 on these criteria are listed below. The comparator group included = the same=20 companies as in 2007, except United Technologies was added, and = Ford and=20 General Motors were removed from the overall analysis. The changes = aligned=20 the comparator group more closely with ExxonMobil=92s current = business=20 circumstances and the above selection criteria. Changes to the = list of=20 comparator companies are infrequent. =

Altria Group

AT&T

Boeing

Chevron

United Technologies

Verizon Communications

Citigroup

ConocoPhillips

General Electric

Hewlett-Packard

IBM

Johnson & Johnson

Pfizer

Procter & Gamble

=96

In the United States, = only Chevron=20 and ConocoPhillips have the size, complexity, and geographic scope = in the=20 oil and gas business to provide reasonable comparisons. Other = smaller oil=20 companies in the United States do not have the international scale = or=20 functional integration to make comparisons meaningful for our = senior=20 executives.

=9F

Principles=20

=96

Consistent with the = Compensation=20 Committee=92s practice of using well-informed judgment rather than = formulas=20 to determine executive compensation, the Committee does not target = any=20 particular percentile among comparator companies at which to align = compensation.

=96

When the Committee = cross-checks=20 compensation levels against comparator companies, the focus is on = a=20 broader and more flexible orientation, generally a range around = the median=20 of comparator company compensation, which provides the ability to: =

=9F

Better respond to = changing business=20 conditions;

=9F

Manage salaries based = on a career=20 orientation;

=9F

Minimize the potential = for automatic=20 ratcheting-up of compensation that could occur with an inflexible = and=20 narrow target among benchmarked companies; and,=20

=9F

Differentiate = compensation based on=20 experience and performance levels among executives.=20

=96

This benchmarking = principle applies=20 to salaries and the annual incentive program that includes bonus = awards=20 and stock grants.

Table=20 of Contents

Index=20 to Financial Statements

=96

For the purpose of its = analysis, the=20 Compensation Committee does not adjust for differences in the = types or=20 nature of businesses. Consideration is given, however, to the = differences=20 in size, scope, and complexity among ExxonMobil and the comparator = companies. This is one of several judgmental factors the Committee = considers and is not based on a formula. =

=96

The Compensation = Committee uses an=20 independent consultant to assist in this analysis as described in = the=20 Corporate Governance section beginning on page 8.=20

Performance Measurements

Decisions=20 made by the Compensation Committee in 2008 were based on the Company=92s = operating=20 and financial performance, as well as individual performance, experience = and=20 level of responsibility as described below.

Business Results Considered

The=20 operating and financial performance measurements listed below and the = Company=92s=20 continued maintenance of sound business controls and a strong corporate=20 governance environment formed the basis for the salary and incentive = award=20 decisions made by the Committee in 2008. The Committee considered the = results in=20 the aggregate and over multiple years, in recognition of the long-term = nature of=20 our business.

=9F

Record net income of = $45.2 billion.=20 Five-year annual average of $37.4 billion. =

=9F

Total shareholder = return was a=20 negative 13.2 percent versus the S&P 500 of negative 37.0 = percent.=20 Ten-year annual average of 10.4 percent. =

=9F

$8.1 billion = distributed to=20 shareholders as dividends in 2008. $62.5 billion in dividends = distributed=20 to shareholders since the beginning of 2000. Dividend payments per = share=20 increased for the 26th consecutive year. =

=9F

$32 billion = distributed to=20 shareholders through the share purchase program in 2008 and $125 = billion=20 since the beginning of 2000.

=9F

Strong results in the = areas of=20 safety, health, and environment. Workforce safety continues to = lead the=20 industry.

=9F

Industry-leading = return on average=20 capital employed of 34.2 percent, with a five-year average of 30.7 = percent.

Performance Assessment Process

=9F

The above business = results form the=20 context in which the Committee assesses the individual performance = of each=20 senior executive, taking into account experience and level of=20 responsibility.

=9F

During the annual = executive=20 development review with the Board of Directors in October of each = year,=20 the CEO reviews the performance of the Management Committee and = all=20 officers in achieving results in line with the long-term business=20 strategies (see page 21).

=9F

The same long-term = business=20 strategies and results are key elements in the assessment of the = CEO=92s=20 performance by the Compensation Committee. =

=9F

The performance of all = officers is=20 also assessed by the Board of Directors throughout the year during = specific business reviews and Board committee meetings that = provide=20 reports on strategy development; operating and financial results; = safety,=20 health, and environmental results; business controls; and other = areas=20 pertinent to the general performance of the Company.=20

=9F

The Committee does not = use=20 quantitative targets or formulas to assess executive performance = or=20 determine compensation. The Compensation Committee does not assign = weights=20 to the factors considered. Formula-based performance assessments = and=20 compensation typically require emphasis on two or three business = metrics.=20 For the Company to be an industry leader and effectively manage=20

Table=20 of Contents

Index=20 to Financial Statements

the technical complexity and global scope of = ExxonMobil,=20 the most senior executives must advance multiple strategies and = objectives=20 in parallel, versus emphasizing one or two at the expense of = others that=20 require equal attention.

=9F

An executive=92s = performance must be=20 high in all key performance areas for the executive to receive an = overall=20 superior evaluation. Outstanding performance in one area will not = cancel=20 out poor performance in another. For example:=20

=96

A problem in safety, = health, or=20 environmental performance in a business unit for which the = executive is=20 responsible could result in an executive=92s incentive award being = reduced=20 even though the executive=92s performance against financial and = other=20 criteria was superior.

=96

A violation of the = Company=92s code of=20 business conduct could result in elimination of an executive=92s = incentive=20 award for the year, as well as termination of employment and/or=20 cancelation of all previously granted awards that have not yet = vested or=20 been paid.

=9F

The Management = Committee and all=20 other officers are expected to perform at the highest level or = they are=20 replaced. If it is determined that another executive is ready and = would=20 make a stronger contribution than one of the current officers, a=20 replacement plan is implemented. =

=9F

The fact that = executives do=20 not have employment contracts, severance agreements, or = change-in-control=20 arrangements eliminates any real or perceived =93safety = net=94 with=20 respect to job security. This increases the risk and consequences = of=20 performance that does not meet the highest standards.=20

Individual Experience and Responsibility =

Experience and assigned responsibilities are factors in = assessing the=20 contribution of individual executives. The current responsibilities, = tenure in=20 the current job, and recent past experience of each Named Executive = Officer are=20 described below. Refer to page 22 for information on the leadership = structure of=20 the Company.

=9F

Management Committee=20

=96

Mr. Tillerson was = a Senior Vice=20 President before becoming President and a member of the Board in = 2004, and=20 Chairman of the Board and CEO in 2006. =

=96

Mr. Humphreys was = Vice=20 President and Controller, and then Vice President and Treasurer = before=20 becoming Senior Vice President and Treasurer in 2006.=20

=96

Mr. Simon, who = retired in 2008,=20 was President of ExxonMobil Refining & Supply Company = before=20 becoming Senior Vice President in 2004 and a member of the Board = in 2006.=20

=9F

Other Named Executive = Officers=20

=96

Mr. Cramer has = been President=20 of ExxonMobil Fuels Marketing Company since 1999.=20

=96

Mr. Matthews has = been Vice=20 President and General Counsel since 1995. =

=96

Mr. Pryor was = President of=20 ExxonMobil Refining & Supply Company since 2004 before = becoming=20 President of ExxonMobil Chemical Company in 2008.=20

=96

Mr. Foster, who = retired in=20 2008, was President of ExxonMobil Development Company before = becoming=20 President of ExxonMobil Production Company in 2004.=20

As=20 discussed on page 24, the career service for Named Executive Officers = ranges=20 from 32 to over 42 years.

Table=20 of Contents

Index=20 to Financial Statements

Pay Awarded to Named Executive Officers =

=9F

Within the context of = the=20 compensation program structure and performance assessment = processes=20 described above, the Compensation Committee aligned the value of = 2008=20 incentive awards and 2009 salary adjustments with the:=20

=96

Performance of the = Company;=20

=96

Individual = performance;=20

=96

Long-term strategic = plan of the=20 business; and,

=96

Annual compensation of = comparator=20 companies.

=9F

The Committee=92s = decisions reflect=20 judgment taking all factors into consideration, rather than = application of=20 formulas or targets. The Committee approved the individual = elements of=20 compensation and the total compensation as shown in the tables = beginning=20 on page 35.

CEO=20

=9F

The higher level of = pay for=20 Mr. Tillerson, CEO, versus the other Named Executive Officers = reflects his greater level of responsibility, including the = ultimate=20 responsibility for the performance of the Corporation and = oversight of the=20 other senior executives.

Other=20 Named Executive Officers

=9F

The higher level of = compensation for=20 Mr. Humphreys, versus the active other Named Executive = Officers,=20 reflects his greater level of responsibility as Senior Vice = President and=20 Treasurer and tenure as a member of the Management Committee.=20

=9F

The compensation of = Messrs. Cramer=20 and Pryor is lower than that of the CEO and Mr. Humphreys = based on=20 combined salary, bonus, and the annual stock grant (calculated = using the=20 fair market value on date of grant). This occurs because Messrs. = Cramer=20 and Pryor report to designated members of the Management Committee = (CEO=20 and Senior Vice Presidents). Messrs. Humphreys and Matthews report = to the=20 CEO.

=9F

Messrs. Simon and = Foster are=20 included as Named Executive Officers due to the full expensing of = their=20 prior stock grants still outstanding in 2008, resulting from their = retirements, as required by FAS 123R. They did not receive a bonus = or=20 restricted stock grant in 2008. =

Compensation Allocation

=9F

To achieve alignment = with the=20 interests of shareholders, it is the objective that 50 to 70 = percent of=20 annual total remuneration be in the form of stock with long = holding=20 periods as described on page 25 (based on grant date fair value as = shown=20 in the =93Grants of Plan-Based Awards=94 table).=20

=9F

To further tie = compensation to the=20 performance of the business, the objective is to have about 15 to = 20=20 percent of annual total remuneration in the form of variable = annual bonus=20 awards, which are described beginning on page 24.=20

=9F

Salary represents less = than 10=20 percent of annual total remuneration, with pension accruals and = other=20 forms of compensation comprising the remainder.=20

=9F

Whether an = executive=92s total=20 compensation is near, substantially below, or substantially above = the=20 comparator group median is a qualitative factor the Compensation = Committee=20 considers along with experience, level of responsibility, and = performance=20 (see page 29).

Table=20 of Contents

Index=20 to Financial Statements

=9F

The allocation of = compensation in=20 2008 for the CEO and the average for the other Named Executive = Officers is=20 illustrated in the chart below, excluding Messrs. Simon and = Foster.=20

3DLOGO=20 =20

Salary=20

=9F

The change in salary = for the active=20 Named Executive Officers from the prior year, as shown in the = =93Summary=20 Compensation Table,=94 primarily reflects adjustments to the = competitive=20 position of the base salary program for U.S. executives, taking = into=20 account individual experience and level of responsibility.=20

Bonus=20

=9F

The change in bonus = for the active=20 Named Executive Officers from the prior year, as shown in the = =93Summary=20 Compensation Table,=94 reflects the Company=92s strong business = results=20 compared to 2007 and takes into account individual experience and = level of=20 responsibility.

Restricted Stock

=9F

The increase in the = number of shares=20 granted to Messrs. Tillerson and Humphreys reflects the = Corporation=92s=20 strong earnings and cash flow performance, safety record, and = performance=20 versus industry peers (see =93Business Results Considered=94 on = page 30), as=20 well as the additional experience the officers have gained in = their=20 positions.

=9F

The Committee makes = grant decisions=20 on a share-denominated basis rather than a price basis. The = Committee does=20 not support a practice of offsetting the loss or gain of prior = restricted=20 stock grants by the value of current year grants. This practice = would=20 minimize the risk/reward profile of equity-based awards and = undermine the=20 long-term view that executives are expected to adopt.=20

=9F

The Corporation also = compares the=20 total value of restricted stock grants against the combined value = of all=20 forms of long term awards by comparator companies through an = annual=20 benchmarking process, and makes adjustments as necessary (see page = 29).=20

Other=20 Compensation

=9F

This category = comprises the change=20 in pension value and earnings on nonqualified deferred = compensation and=20 all other compensation as shown in the =93Summary Compensation = Table=94=20 beginning on page 35.

Award Timing

=9F

The Compensation = Committee grants=20 incentive awards to the Company=92s senior executives at their = regular=20 November meeting, which is held either the day of or the day = before the=20 regularly scheduled November Board of Directors meeting.=20

=96

The Board of Directors = meeting is=20 scheduled over a year in advance and is held on the last Wednesday = of the=20 month (or on Tuesday if the last Wednesday immediately precedes=20 Thanksgiving).

Table=20 of Contents

Index=20 to Financial Statements

=96

This firm timing of = award grants is=20 reinforced through a decision-making process in which the = Corporation does=20 not grant awards by written consent. =

=9F

A committee comprising = ExxonMobil=92s=20 Chairman and Senior Vice Presidents grants incentive awards to = other=20 eligible managerial, professional, and technical employees, within = the=20 parameters of the bonus and equity award ceilings approved by the=20 Compensation Committee. The schedule of the November meeting of = the=20 Compensation Committee as described above determines when this = committee=20 meets to approve the annual incentive grants for employees under = its=20 purview.

=9F

The Company has not = granted stock=20 options since 2001.

=9F

Previously granted = stock options=20 that remain outstanding were granted on the same annual schedule = described=20 above except for grants in 1999. Due to the fact that the merger = closed on=20 November 30 of that year, the regular annual grant meeting = date was=20 moved to December 8. Grants to other managerial, = professional, and=20 technical employees were made on December 8, and also to = additional=20 grantees on April 26, 2000, after employee data for the two = companies=20 had been more fully integrated. =

=9F

The exercise price for = each stock=20 option grant was the average of the high and low sale prices = reported on=20 the NYSE on the date of the grant meeting. =

Tax and Accounting Matters

=9F

U.S. income tax law = limits the=20 amount ExxonMobil can deduct for compensation paid to the CEO and = the=20 other three most highly paid executives other than the Principal = Financial=20 Officer (PFO). Performance-based compensation that meets Internal = Revenue=20 Service requirements is not subject to this limit.=20

=96

The short term awards = and restricted=20 stock grants described above are designed to meet these = requirements so=20 that ExxonMobil can continue to deduct the related expenses. The=20 shareholders have approved the material terms of performance goals = for=20 awards to the senior executives. These material terms limit short = term and=20 long term awards to each of these executives to 0.2 and 0.5 = percent,=20 respectively, of income from continuing operations.=20

=9F

These terms have been = established to=20 meet tax regulations and do not represent performance targets for = the=20 affected executives. Actual award levels have been significantly = less=20 based on the factors and judgments described in this report.=20

=96

Salaries for senior = executives may=20 be set at levels that exceed the U.S. income tax law limitation on = deductibility. The primary drivers for determining the amount and = form of=20 executive compensation are the retention and motivation of = superior=20 executive talent rather than the Internal Revenue Code.=20

=9F

In 2005 the = Compensation Committee=20 eliminated the ability of executives to defer payment of incentive = awards.=20 No element of compensation for executives can be deferred prior to = retirement.

=9F

Tax assistance is not = provided by=20 the Company for either the short term or long term incentive = awards=20 discussed above.

=9F

All nonqualified = pension and other=20 benefits have been modified to be in full compliance with the = American=20 Jobs Creation Act of 2004, which imposes tax penalties unless the = form and=20 timing of distributions are fixed to eliminate executive and = company=20 discretion (Section 409A of the Internal Revenue Code).=20

Table=20 of Contents

Index=20 to Financial Statements

EXECUTIVE COMPENSATION TABLES

Summary Compensation Table for 2008 =

Name and

Principal Position

Year

Bonus

($)

Option

Awards

($)

Change in

Pension

Value and

Nonqualified

Deferred

Compen-

sation

Earnings

($)

Total

($)

R.W. Tillerson

Chairman and CEO

2008

2007

2006

4,000,000

3,360,000

2,800,000

8,290,253

5,511,588

4,067,544

22,414,602

16,726,742

13,009,495

D.D. Humphreys

PFO; Senior Vice = President

2008

2007

2006

2,364,000

1,859,000

1,750,000

4,599,191

3,919,806

2,784,795

11,878,031

9,116,663

7,150,378

H.R. Cramer

Vice President;

President, ExxonMobil Fuels Marketing=20 Company

2008

2007

2006

1,744,598

1,586,000

1,586,176

3,215,127

2,294,584

1,833,188

9,273,876

8,419,965

7,206,617

C.W. Matthews

Vice President; General = Counsel

2008 1,477,305 0 1,781,214 9,700,227

S.D. Pryor

Vice President; President, ExxonMobil = Chemical=20 Company

2008 1,


Salary ($)		Stock Awards ($)*	Non- Equity Incentive Plan Compen- sation ($)	All Other Compen- sation ($)
	1,870,000 1,750,000 1,500,000		7,807,523 5,675,362 4,159,713		0 0 0	446,826 429,792 482,238
	910,000 830,000 750,000		3,895,851 2,421,168 1,768,252		0 0 0	108,989 86,689 97,331
	843,333 807,917 772,917		3,383,296 3,645,262 2,921,188		0 0 0	87,522 86,202 93,148
	855,000		5,490,643		0	96,065
	905,000