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Published: 2008-03-26

2001 Nonemployee Directors' Deferred Compensation Plan - Exxon Mobil Corp.



                             EXXON MOBIL CORPORATION
                                        
             2001 NONEMPLOYEE DIRECTORS' DEFERRED COMPENSATION PLAN
                                        
                     (as adopted effective January 1, 2001)

1.   Purpose 
     -------

     The purpose of the Plan is to provide nonemployee directors of the
     Corporation with an opportunity to defer compensation as a director.

2.   Effective Date; Transition
     --------------------------

     (a)  This Plan shall become effective on the Effective Date.

     (b)  For incumbent directors and directors elected after the Effective
          Date, this Plan replaces the Prior Plan. Accounts of incumbent
          directors under the Prior Plan shall, as of the Effective Date, be
          transferred to this Plan with the account balance credited as deferred
          cash or, to the extent the incumbent director elects reallocation
          under Section 6(e), deferred stock units. Deferral elections made by
          an incumbent director under the Prior Plan shall remain in effect for
          purposes of this Plan, subject to the participant's ability to make a
          prospective change under Section 5(c)(3) or a one-time reallocation
          under Section 6(e).

     (c)  Retired directors shall not be entitled to participate in this Plan.
          Accounts of retired directors under the Prior Plan shall remain
          subject to the terms and conditions of the Prior Plan.

3.   Definitions 
     -----------

     In this Plan, the following definitions apply:

          "Account" means the account maintained by the Corporation for deferred
     cash and deferred stock units credited under Section 6.

          "Administrator" means the Secretary of the Corporation.

          "Board" means the Board of Directors of the Corporation.

          "Compensation" means the cash retainer payable to a nonemployee
     director for service on the Board, for service as member of any Board
     committee, and for service as chairman of any Board committee, together
     with other cash fees, if any, payable to a

 
nonemployee director in that capacity for attending meetings or otherwise for
service on the Board or any Board committee. Grants of restricted stock and
reimbursement of expenses do not constitute compensation for purposes of this
Plan.

     "Corporation" means Exxon Mobil Corporation, a New Jersey corporation, and
its successors.

     "Deferred cash" means a credit to a participant's account under Section
6(b) that represents the right to receive a cash payment equal to the credited
amount plus deemed interest on settlement of the account.

     "Deferred stock unit" means a credit to a participant's account under
Section 6(c) that represents the right to receive a cash payment equal to the
fair market value of one share on settlement of the account.

     "Effective Date" means January 1, 2001.

     "Fair market value" means, for any date, the average of the high and low
sales prices for shares as reported on the Consolidated Tape during the New York
Stock Exchange regular session on such date.

     "Incumbent director" means a nonemployee director who holds office on the
Effective Date.

     "Nonemployee director" means a member of the Board who is not also an
employee of the Corporation or any affiliate of the Corporation.

     "Participant" means each nonemployee director who elects to defer
compensation under this Plan.

     "Plan" means this Exxon Mobil Corporation 2001 Nonemployee Directors'
Deferred Compensation Plan, as it may be amended from time to time.

     "Prior Plan" means the Exxon Corporation Plan for Deferral of Non-employee
Director Compensation and Fees originally adopted by the Board effective May 15,
1980.

     "Retired director" means a participant in the Prior Plan who does not hold
office on the Effective Date.

     "Share" means a share of common stock of the Corporation.

     "Term of office" means, for any nonemployee director, each period beginning
with the director's election to office and continuing until the next

                                       2

 
     annual meeting of shareholders and until the director is reelected to
     office or his or her successor shall have been elected and qualified.

4.   Administration
     --------------

     The Board and, subject to the oversight of the Board, the Administrator
     shall have authority to administer the Plan, including conclusive authority
     to construe and interpret the Plan, to establish rules, policies,
     procedures, forms, and notices for use in carrying out the Plan, and to
     make all other determinations necessary or desirable for administration of
     the Plan.

5.   Election to Defer Compensation
     ------------------------------

     (a)  Amount of Deferral.  A nonemployee director may elect to defer receipt
          ------------------                                                    
          of all or a specified portion of the compensation otherwise thereafter
          payable to such director.

     (b)  Manner of Electing Deferral.  An election to defer compensation shall
          ---------------------------                                          
          be made by giving written notice to the Administrator in the form
          approved by the Administrator.  Such notice shall include:

          (1)  the percentage of compensation to be deferred,

          (2)  an election for the deferred compensation to be credited as
          deferred cash and/or as deferred stock units,

          (3)  an election for the account to be settled in either a lump-sum
          payment or in a specified number of annual installments (not to exceed
          five), and

          (4)  the date of the lump-sum payment or the first installment payment
          in settlement of the account (which shall not be earlier than January
          15 of the year following the year in which service as a nonemployee
          director terminates nor later than January 15 first following the
          participant's 72nd birthday, or such other date as may be approved by
          the Administrator.)

     (c)  Time of Election; Effectiveness; Change of Election.
          --------------------------------------------------- 

          (1)  An election to defer compensation for a term of office shall be
               made by a nonemployee director at, or prior to, the time of
               election and prior to the right to receive any compensation for
               such term of office.

          (2)  An election shall continue in effect until the end of the
               participant's service as a nonemployee director or until the

                                       3

 
               effectiveness of a change in the nonemployee director's deferral
               election, as provided in clause (3) below, whichever occurs
               first.

          (3)  A nonemployee director may change a deferral election by giving
               written notice to the Administrator, provided that, except for
               the one-time reallocation permitted under Section 6(e), a change
               shall only be effective prospectively for terms of office
               commencing at or after the time of such notice.

6.   Deferred Compensation Account
     -----------------------------

     (a)  Establishment of Account.  The Corporation will maintain an account
          ------------------------                                           
     for each participant.  Accounts under this Plan shall be unfunded and shall
     represent only an unsecured claim against the general assets of the
     Corporation.

     (b)  Deferred Cash.  If a participant elects to defer compensation in the
          -------------                                                       
     form of deferred cash, the amount so deferred will be credited to the
     participant's account on the date such compensation would otherwise have
     been payable absent the election to defer.  In addition, at the end of each
     calendar month the deferred cash credits in the account shall be increased
     by an amount equal to deemed interest, at such reasonable rate per annum as
     may be determined from time to time by the Administrator, upon the average
     daily balance of deferred cash in the account during such month.

     (c)  Deferred Stock Units.  If a participant elects to defer compensation
          --------------------                                                
     in the form of deferred stock units, a number of units will be credited to
     the participant's account, at the time such compensation would otherwise
     have been payable absent the election to defer, equal to (i) the otherwise
     payable amount divided by (ii) the fair market value of a share on the last
                    ----------                                                  
     trading day preceding the credit date.  In addition, on each date on which
     a cash dividend is payable on the shares, the participant's account shall
     be credited with a number of units equal to (i) the per share cash dividend
     times the number of deferred stock units then credited to the account,
     -----
     divided by (ii) the fair market value of a share on the last trading day
     ----------
     preceding the dividend payment date. Accounts shall be credited with
     fractional deferred stock units, rounded to the third decimal place.

     (d)  Adjustments.  In case of a stock  split, stock dividend, or other
          -----------                                                      
     relevant change in capitalization, the number of deferred stock units
     credited to a participant's account shall be adjusted in such manner as the
     Administrator deems appropriate.
 

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     (e)  One-time Reallocation to Deferred Stock Units.
          --------------------------------------------- 

     (1)  Incumbent directors who were participants in the Prior Plan shall

          have a one-time right to reallocate all or a portion of their account
          balance to deferred stock units.  Such participants may elect
          reallocation by giving written notice to the Administrator in the form
          approved by the Administrator.

     (2)  A reallocation notice under this Section must be received by the
          Administrator on or before the date of the Corporation's 2001 Annual
          Meeting of Shareholders and shall include:

          (A)  the date as of which the reallocation is to be made, which
               must be (i) on or after the Effective Date, (ii) on or after the
               date the notice is received, and (iii) no later than the date of
               the Corporation's 2001 Annual Meeting of Shareholders;

          (B)  the percentage of the participant's credited account balance
               to be reallocated to deferred stock units; and

          (C)  an election for deferred compensation from and after the

               reallocation date to be credited as deferred cash and/or as
               deferred stock units, provided that the participant shall not be
               entitled to change the amount of compensation deferred for the
               current term of office.

     (3)  If a participant elects to reallocate, on the date specified in the

          reallocation notice the specified percentage of the account's deferred
          cash balance, including deemed interest credited through the most
          recent month end in accordance with Section 6(b), shall be debited
          from deferred cash and the account shall be credited with a number of
          deferred stock units equal to (i) the reallocated amount divided by
                                                                   ----------
          (ii) the fair market value of a share on the last trading day
          preceding the reallocation date.

     (4)  Participants shall have no right to have amounts credited as

          deferred stock units in their accounts reallocated or converted to
          deferred cash.  Except for the one time reallocation right provided
          above, participants shall have no right to have amounts credited as
          deferred cash in their accounts reallocated or converted to deferred
          stock units.

                                       5

 
7.   Valuation
     ---------

     The value of an account as of any date on which a settlement payment is

     to be made under Section 8 shall be the sum of (a) the amount of deferred
     cash then credited to the account, with deemed interest credited through
     the most recent month end in accordance with Section 6(b), plus (b) an
                                                                ----       
     amount equal to the number of deferred stock units then credited to the
     account times the fair market value of a share on the last trading day
             -----                                                         
     preceding the payment date.

8.   Settlement
     ----------

     (a)  Lump Sum.  If a participant elects lump sum settlement, an amount of
          --------                                                            
     cash equal to the value of the account determined in accordance with
     Section 7 shall be paid to the participant on January 15 of the year
     selected as provided in Section 5(b).

     (b)  Installment Payments.  If a participant elects settlement in
          --------------------                                        
     installments, an amount of cash determined as hereafter provided shall be
     paid to the participant on January 15 of each year of the installment
     payment period selected as provided in Section 5(b).  The amount of each
     installment shall be equal to (i) the value of the account as of the
     payment date for such installment, determined in accordance with Section 7,
     divided by (ii) the number of unpaid installments.  Each installment
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     payment shall be debited to the deferred cash and deferred stock units in a
     participant's account on a pro-rata basis.

     (c)  Payment on Death.  Notwithstanding a participant's settlement
          ----------------                                             
     election, in the event of a participant's death an amount of cash equal to
     the remaining value of the account determined as provided in Section 7
     shall be paid in a single payment to the participant's estate or permitted
     designated beneficiary as soon as practicable.

     (e)  No early withdrawal.  No withdrawal may be made from a participant's
          -------------------                                                 
     account except as provided in this Section 8.

     (f)  Cash settlement only.  Settlement of accounts under this Plan shall be
          --------------------                                                  
     made only in cash.

9.   Beneficiary Designation
     -----------------------

     Participants may designate a beneficiary to be paid any amounts remaining
     unpaid under this Plan on the death of the participant, provided that such
     designation will only be given effect if the designation is expressly
     authorized as a non-testamentary transfer under applicable laws of descent
     and distribution as determined by the Administrator.

                                       6

 
     Beneficiary designations shall be subject to such forms, requirements and
     procedures as the Administrator may establish from time to time.

10.  Non-Assignability
     -----------------

     The right of a participant to receive any unpaid portion of the
     participant's account may not be assigned or transferred except by will or
     the laws of descent and distribution (including permitted beneficiary
     designations under Section 9),  and may not be pledged or encumbered or be
     subject to attachment, execution, or levy of any kind.

11.  Amendment and Termination
     -------------------------

     This Plan may be amended, modified or terminated by the Board at any time,
     provided that no such amendment, modification or termination shall, without
     the consent of a participant, adversely affect such participant's rights
     with respect to amounts accrued in the participant's account.

12.  Governing Law
     -------------

     This Plan and all actions taken under it shall be governed by the laws of
     the State of New York, without reference to conflict of law principles.

13.  Severability
     ------------

     If any provision of this Plan shall be deemed illegal or invalid for any
     reason, such illegality or invalidity shall not affect the remaining
     provisions of the Plan but shall be fully severable.

14.  Compliance
     ----------

     The Administrator is authorized to take such steps as may be necessary
     including, without limitation, delaying effectiveness of a participant's
     election or delaying settlement of an account, in order to ensure that this
     Plan and all actions taken under it comply with any law, regulation, or
     listing requirement which the Administrator deems applicable or desirable,
     including the exemption provided by Rule 16b-3 under the Securities
     Exchange Act of 1934.