Certificate of Incorporation - Exxon Mobil Corp.


                                 RESTATED

                        CERTIFICATE OF INCORPORATION

                                    of

                           EXXON MOBIL CORPORATION


                     (As Amended Effective June 20, 2001)



            Exxon Mobil Corporation, a corporation organized and existing under 
the laws of the State of New Jersey, restates and integrates its Certificate of 
Incorporation, as heretofore restated and amended, to read in full as herein 
set forth:

             FIRST.    The name of the corporation is:


                           EXXON MOBIL CORPORATION


            SECOND.    The address of the corporation's registered office is 
830 Bear Tavern Road, West Trenton, New Jersey 08628-1020. The name of the 
Corporation's registered agent at such address, upon whom process against the 
corporation may be served, is Corporation Service Company.

            THIRD.    The purposes for which the corporation is organized are 
to engage in any or all activities within the purposes for which corporations 
now or at any time hereafter may be organized under the New Jersey Business 
Corporation Act and under all amendments and supplements thereto, or any 
revision thereof or any statute enacted to take the place thereof, including 
but not limited to the following:

            (1)    To do all kinds of mining, manufacturing and trading 
business; transporting goods and merchandise by land or water in any manner; to 
buy, sell, lease and improve lands; to build houses, structures, vessels, cars, 
wharves, docks and piers; to lay and operate pipelines; to erect and operate 
telegraph and telephone lines and lines for conducting electricity; to enter 
into and carry out contracts of every kind pertaining to its business; to 
acquire, use, sell and grant licenses under patent rights; to purchase or 
otherwise acquire, hold, sell, assign and transfer shares of capital stock and 
bonds or other evidences of indebtedness of corporations, and to exercise all 
the privileges of ownership including voting upon the securities so held; to 
carry on its business and have offices and agencies therefor in all parts of 
the world; and to hold, purchase, mortgage and convey real estate and personal 
property within or without the State of New Jersey;

            (2)    To engage in any activities encompassed within this Article 
Third directly or through a subsidiary or subsidiaries and to take any and all 
acts deemed appropriate to promote the interests of such subsidiary or 
subsidiaries, including, without limiting the foregoing, the following: making 
contracts and incurring liabilities for the benefit of such subsidiary or 



subsidiaries; transferring or causing to be transferred to any such subsidiary 
or subsidiaries assets of this corporation; guaranteeing dividends on any 
shares of the capital stock of any such subsidiary; guaranteeing the principal 
and interest or either of the bonds, debentures, notes or other evidences of 
indebtedness issued or obligations incurred by any such subsidiary or 
subsidiaries; securing said bonds, debentures, notes or other evidences of 
indebtedness so guaranteed by mortgage of or security interest in the property 
of this corporation; and contracting that said bonds, debentures, notes or 
other evidences of indebtedness so guaranteed, whether secured or not, may be 
convertible into shares of this corporation upon such terms and conditions as 
may be approved by the board of directors;

            (3)    To guarantee the bonds, debentures, notes or other evidences 
of indebtedness issued, or obligations incurred, by any corporation, 
partnership, limited partnership, joint venture or other association in which 
this corporation at the time such guarantee is made has a substantial interest 
or where such guarantee is otherwise in furtherance of the interests of this 
corporation; and

            (4)    To exercise as a purpose or purposes each power granted to 
corporations by the New Jersey Business Corporation Act or by any amendment or 
supplement thereto or by any statute enacted to take the place thereof, insofar 
as such powers authorize or may hereafter authorize corporations to engage in 
activities.

            FOURTH.    The aggregate number of shares which the corporation 
shall have authority to issue is nine billion two hundred million 
(9,200,000,000) shares, divided into two hundred million (200,000,000) shares 
of preferred stock without par value and nine billion  (9,000,000,000) shares 
of common stock without par value.

            (1)    The board of directors of the corporation is authorized at 
any time or from time to time (i) to divide the shares of preferred stock into 
classes and into series within any class or classes of preferred stock; (ii) to 
determine for any such class or series its designation, relative rights, 
preferences and limitations; (iii) to determine the number of shares in any 
such class or series (including a determination that such class or series shall 
consist of a single share); (iv) to increase the number of shares of any such 
class or series previously determined by it and to decrease such previously 
determined number of shares to a number not less than that of the shares of 
such class or series then outstanding; (v) to change the designation or number 
of shares, or the relative rights, preferences and limitations of the shares, 
of any theretofore established class or series no shares of which have been 
issued; and (vi) to cause to be executed and filed without further approval of 
the shareholders such amendment or amendments to the Restated Certificate of 
Incorporation as may be required in order to accomplish any of the foregoing. 
In particular, but without limiting the generality of the foregoing, the board 
of directors is authorized to determine with respect to the shares of any class 
or series of preferred stock:

                   (a)    whether the holders thereof shall be entitled to 
cumulative, non-cumulative or partially cumulative dividends or to no dividends 
and, with respect to shares entitled to dividends, the dividend rate or rates 
(which may be fixed or variable and may be made dependent upon facts 
ascertainable outside of the Restated Certificate of Incorporation) and any 
other terms and conditions relating to such dividends;

                   (b)    whether the holders thereof shall be entitled to 
receive dividends payable on a parity with or subordinate or in preference to 
the dividends payable on any other class or series of shares of the 
corporation;

                                2


                   (c)    whether, and if so to what extent and upon what terms 
and conditions, the holders thereof shall be entitled to preferential rights 
upon the liquidation of, or upon any distribution of the assets of, the 
corporation;

                   (d)    whether, and if so upon what terms and conditions, 
such shares shall be convertible into other securities;

                   (e)    whether, and if so upon what terms and conditions, 
such shares shall be redeemable;

                   (f)    the terms and amount of any sinking fund provided for 
the purchase or redemption of such shares; and

                   (g)    the voting rights, if any, to be enjoyed by such 
shares and the terms and conditions for the exercise thereof.

            (2)    Each holder of shares of common stock shall be entitled to 
one vote for each share of common stock held of record by such holder on all 
matters on which holders of shares of common stock are entitled to vote.

            (3)    No holder of any shares of common or preferred stock of the 
corporation shall have any right as such holder (other than such right, if any, 
as the board of directors in its discretion may determine) to purchase, 
subscribe for or otherwise acquire any unissued or treasury shares, or any 
option rights, or securities having conversion or option rights, of the 
corporation now or hereafter authorized.

            (4)    The relative voting, dividend, liquidation and other rights, 
preferences and limitations of the shares of the class of preferred stock 
designated "Class A Preferred Stock" and the class of preferred stock 
designated "Class B Preferred Stock" are as set forth in this Article FOURTH 
and in Exhibit A to this Restated Certificate of Incorporation.

            FIFTH.    The following is a list of the names and residences of 
the original shareholders, and of the number of shares held by each:

H.M. Flagler                   of New York City,             One share.
Paul Babcock, Jr.              of Jersey City,               One share.
James McGee                    of Plainfield, New Jersey,    One share.
Thos. C. Bushnell              of Morristown, New Jersey,    One share.

John D. Rockefeller            of Cleveland, Ohio,           }
Wm. Rockefeller                of New York City,             }
J.A. Bostwick                  of New York City,             }
John D. Archbold               of New York City,             }
O.H. Payne                     of Cleveland, Ohio,           }
Wm. G. Warden                  of Philadelphia, Pa.,         }
Benj. Brewster                 of New York City,             }
Chas. Pratt                    of Brooklyn, N.Y.,            }
and H.M. Flagler               of New York City.             }


                                3




            Trustees of Standard Oil Trust, twenty-nine thousand nine hundred 
            and ninety-six shares (29,996), of which twenty-one thousand seven 
            hundred and twenty-four shares (21,724) were issued for property 
            purchased and necessary for the business of this corporation.

            SIXTH.    The number of directors of the corporation as of 
November 30, 1999 is 19 and their names and business office addresses are:













































                                 4




Dr. Michael J. Boskin                           Mr. Phillip E. Lippincott
Hoover Institution                              P.O. Box 2159
Stanford University                             Park City, Utah 84060
Stanford, California 94305-6010
                                                Mr. Harry J. Longwell
Mr. Rene Dahan                                  5959 Las Colinas Boulevard
5959 Las Colinas Boulevard                      Irving, Texas 75039-2298
Irving, Texas 75039-2298
                                                Mrs. Marilyn Carlson Nelson
Mr. William T. Esrey                            Carlson Companies, Inc.
Sprint Corporation                              1405 Xenium Lane North
2330 Shawnee Mission Pkwy.                      Plymouth, Minnesota 55441
Westwood, Kansas 66205
                                                Mr. J. Richard Munro
Mr. Donald V. Fites                             Time Warner Cable
100 N. E. Adams Street                          290 Harbor Drive
Peoria, IL  61629-9210                          Stamford, CT  06902

Mr. Jess Hay                                    Mr. Lucio A. Noto
Chase Tower                                     5959 Las Colinas Boulevard
2200 Ross Avenue                                Irving, TX  75039-2298
Dallas, Texas 75201-2764
                                                Mr. Lee R. Raymond
Mr. Charles A. Heimbold, Jr.                    5959 Las Colinas Boulevard
Bristol-Myers Squibb Company                    Irving, Texas 75039-2298
345 Park Avenue
New York, NY 10154-0037                         Mr. Eugene A. Renna
                                                5959 Las Colinas Boulevard
Mr. James R. Houghton                           Irving, Texas 75039-2298
80 East Market Street
Corning, New York 14830                         Mr. Walter V. Shipley
                                                The Chase Manhattan Corporation
Mr. William R. Howell                           270 Park Avenue
6501 Legacy Drive                               New York, New York 10017-2070
Plano, Texas 75024-3698
                                                Mr. Robert E. Wilhelm
Mrs. Helene L. Kaplan                           5959 Las Colinas Boulevard
Skadden, Arps, Slate, Meagher & Flom            Irving, Texas 75039-2298
919 Third Avenue
New York, NY  10022-3897

Dr. Reatha Clark King
General Mills Foundation
One General Mills Boulevard
Minneapolis, Minnesota 55426











                                5


            SEVENTH.    The number of directors at any time may be increased or 
diminished by vote of the board of directors, and in case of any such increase 
the board of directors shall have power to elect each such additional director 
to hold office until the next succeeding annual meeting of shareholders and 
until his successor shall have been elected and qualified.

            The board of directors, by the affirmative vote of a majority of 
the directors in office, may remove a director or directors for cause where, in 
the judgment of such majority, the continuation of the director or directors in 
office would be harmful to the corporation and may suspend the director or 
directors for a reasonable period pending final determination that cause exists 
for such removal.

            The board of directors from time to time shall determine whether 
and to what extent, and at what times and places, and under what conditions and 
regulations, the accounts and books of the corporation, or any of them, shall 
be open to the inspection of the shareholders; and no shareholder shall have 
any right of inspecting any account or book or document of the corporation, 
except as conferred by statute or authorized by the board of directors, or by a 
resolution of the shareholders.

            EIGHTH.    The following action may be taken by the affirmative 
vote of a majority of the votes cast by the holders of shares of the 
corporation entitled to vote thereon:

            (1)    The adoption by the shareholders of a proposed amendment of 
the certificate of incorporation of the corporation;

            (2)    The adoption by the shareholders of a proposed plan of 
merger or consolidation involving the corporation;

            (3)    The approval by the shareholders of a sale, lease, exchange, 
or other disposition of all, or substantially all, the assets of the 
corporation otherwise than in the usual and regular course of business as 
conducted by the corporation; and

            (4)    Dissolution.

            NINTH.    Except as otherwise provided by statute or by this 
certificate of incorporation or the by-laws of the corporation as in each case 
the same may be amended from time to time, all corporate powers may be 
exercised by the board of directors. Without limiting the foregoing, the board 
of directors shall have power, without shareholder action:

            (1)    To authorize the corporation to purchase, acquire, hold, 
lease, mortgage, pledge, sell and convey such property, real, personal and 
mixed, without as well as within the State of New Jersey, as the board of 
directors may from time to time determine, and in payment for any property to 
issue, or cause to be issued, shares of the corporation, or bonds, debentures, 
notes or other obligations or evidence of indebtedness thereof secured by 
pledge, security interest or mortgage, or unsecured; and

            (2)    To authorize the borrowing of money, the issuance of bonds, 
debentures, notes and other obligations or evidences of indebtedness of the 
corporation, secured or unsecured, and the inclusion of provisions as to 
redeemability and convertibility into shares of 

                                  6



stock of the corporation or otherwise, and, as security for money borrowed or 
bonds, debentures, notes and other obligations or evidences of indebtedness 
issued by the corporation, the mortgaging or pledging of any property, real, 
personal, or mixed, then owned or thereafter acquired by the corporation.

            TENTH.    To the full extent from time to time permitted by law, no 
director or officer of the corporation shall be personally liable to the 
corporation or its shareholders for damages for breach of any duty owed to the 
corporation or its shareholders. Neither the amendment or repeal of this 
Article, nor the adoption of any provision of this certificate of incorporation 
inconsistent with this Article, shall eliminate or reduce the protection 
afforded by this Article to a director or officer of the corporation with 
respect to any matter which occurred, or any cause of action, suit or claim 
which but for this Article would have accrued or arisen, prior to such 
amendment, repeal or adoption.










































                               7

                                                                      EXHIBIT A

                                     PART I

                            Class A Preferred Stock

            Section 1.  Designation and Amount; Special Purpose Restricted 
            _________   __________________________________________________
                        Transfer Issue.
                        _______________

            (A)    The shares of this class of preferred stock shall be 
designated as "Class A Preferred Stock" (referred to herein as the "Class A 
Preferred Stock") and the aggregate number of shares constituting such class 
which the Corporation shall have the authority to issue is 16,500,000. The 
shares of this class shall have a stated value of $61.50 per share (the "Stated 
Value").

            (B)    Shares of Class A Preferred Stock shall be issued only to a 
trustee acting on behalf of the Plan (as defined in Section 9(F)(vii)). In the 
event of any transfer of shares of Class A Preferred Stock to any person other 
than the Corporation or the trustee of the Plan, the shares of Class A 
Preferred Stock so transferred, upon such transfer and without any further 
action by the Corporation or the holder, shall be automatically converted into 
shares of the Corporation's Common Stock without par value (the "Common Stock") 
pursuant to Section 5 hereof and no such transferee shall have any of the 
voting powers, preferences and relative, participating, optional or special 
rights ascribed to shares of Class A Preferred Stock hereunder but, rather, 
only the powers and rights pertaining to the Common Stock into which such 
shares of Class A Preferred Stock shall be so converted. In the event of such a 
conversion, the transferee of the shares of Class A Preferred Stock shall be 
treated for all purposes as the record holder of the shares of Common Stock 
into which such shares of Class A Preferred Stock have been automatically 
converted as of the date of such transfer; provided, however, that the pledge 
                                           ________  _______
of Class A Preferred Stock as collateral under any credit agreement for the 
financing or refinancing of the initial purchase of the Class A Preferred Stock 
by the Plan shall not constitute a transfer for purposes of this Section 1. 
Certificates representing shares of Class A Preferred Stock shall be legended 
to reflect such restrictions on transfer. Notwithstanding the foregoing 
provisions of this Section 1 (B), shares of Class A Preferred Stock (i) upon 
allocation to the account of a participant in the Plan, shall be converted into 
shares of Common Stock pursuant to Section 5 hereof and the shares of Common 
Stock issued upon such conversion may be transferred by the holder thereof as 
permitted by law and (ii) shall be redeemable by the Corporation upon the terms 
and conditions provided by Sections 6, 7 and 8 hereof.

            Section 2.  Dividends and Distributions.
            _________   ____________________________

            (A)    Subject to the provisions for adjustment hereinafter set 
forth, the holders of shares of Class A Preferred Stock shall be entitled to 
receive, when, as and if declared by the Board of Directors out of funds 
available under applicable law and the Certificate of Incorporation, cumulative 
cash dividends ("Preferred Dividends") in an amount per share equal to $4.68 
per annum and no more, payable (x) monthly in arrears, one-twelfth on the 20th 
day of each month, commencing on July 20, 1989 and ending on June 20, 1990, and 
thereafter (y) quarterly in arrears, one-quarter on the 20th day of each March, 
June, September and December in each year (each such monthly and quarterly date 
a "Dividend Payment Date"), to holders of record at the start of business on 
such Dividend Payment Date. In the event that any Dividend Payment Date shall 
occur on any day other than a "Business Day" (as defined in Section 9(F)(i)), 

                                  8

the dividend payment due on such Dividend Payment Date shall be paid on the 
Business Day immediately succeeding such Dividend Payment Date. Preferred 
Dividends shall begin to accrue on outstanding shares of Class A Preferred 
Stock from the date of issuance of such shares of Class A Preferred Stock. 
Preferred Dividends shall accrue on a daily basis whether or not the 
Corporation shall have earnings or surplus at the time. Preferred Dividends 
accrued after the date of issuance for any period less than a full monthly or 
quarterly period, as the case may be, between Dividend Payment Dates shall be 
computed on the basis of a 360-day year consisting of twelve 30-day months and 
such a proportional dividend shall accrue for the period from the date of 
issuance until the end of the dividend payment period in which such issuance 
occurs. Accumulated but unpaid Preferred Dividends shall accumulate as of the 
Dividend Payment Date on which they first become payable, but no interest shall 
accrue on accumulated but unpaid Preferred Dividends.

            (B)    So long as any Class A Preferred Stock shall be outstanding, 
no dividend shall be declared or paid or set apart for payment on any other 
class of stock ranking on a parity with the Class A Preferred Stock as to 
dividends ("Parity Stock"), unless there shall also be or have been declared 
and paid or set apart for payment on the Class A Preferred Stock dividends 
ratably in proportion to the respective amounts of dividends (a) accumulated 
and unpaid through all dividend payment periods for the Class A Preferred Stock 
ending on or before the dividend payment date of such Parity Stock and (b) 
accumulated and unpaid on such Parity Stock through the dividend payment period 
on such Parity Stock next preceding such dividend payment date. So long as any 
Class A Preferred Stock shall be outstanding, in the event that full cumulative 
dividends on the Class A Preferred Stock have not been declared and paid or set 
apart for payment for all prior dividend payment periods, the Corporation shall 
not declare or pay or set apart for payment any dividends or make any other 
distributions on, or make any payment on account of the purchase, redemption or 
other retirement of, any other class of stock or series thereof of the 
Corporation ranking as to dividends junior to the Class A Preferred Stock 
("Junior Stock") until full cumulative and unpaid dividends on the Class A 
Preferred Stock shall have been paid or declared and set apart for payment; 
provided, however, that the foregoing shall not apply to (i) any dividend 
________  _______
payable solely in any shares of any Junior Stock, or (ii) the acquisition of 
shares of any Junior Stock either (x) pursuant to any employee or director 
incentive or benefit plan or arrangement (including any employment, severance 
or consulting agreement) of the Corporation or any subsidiary of the 
Corporation heretofore or hereafter adopted or (y) in exchange solely for 
shares of any other Junior Stock.

            Section 3.  Voting Rights.  The holders of shares of Class A 
            _________   _____________
Preferred Stock shall have the following voting rights:

            (A)    The holders of Class A Preferred Stock shall be entitled to 
vote on all matters submitted to a vote of the holders of Common Stock of the 
Corporation, voting together as one class with the holders of Common Stock and 
any other class or series of preferred stock so voting as one class. Each share 
of the Class A Preferred Stock shall entitle the holder thereof to a number of 
votes equal to the number of shares of Common Stock into which such share of 
Class A Preferred Stock could be converted pursuant to the first sentence of 
Section 5(A) hereof on the record date for determining the shareholders 
entitled to vote, rounded to the nearest one-tenth of a vote; it being 
understood that whenever the "Conversion Ratio" (as defined in Section 5 
hereof) is adjusted pursuant to Section 9 hereof, the voting rights of the 
Class A Preferred Stock shall also be similarly adjusted.

                                  9

            (B)    Except as otherwise required by law, holders of Class A 
Preferred Stock shall have no special voting rights and their consent shall not 
be required (except to the extent they are entitled to vote with holders of 
Common Stock or any other class or series of preferred stock) for the taking of 
any corporate action.

            Section 4.  Liquidation, Dissolution or Winding-Up.
            _________   ______________________________________

            (A)    Upon any voluntary or involuntary liquidation, dissolution 
or winding-up of the Corporation, the holders of Class A Preferred Stock shall 
be entitled to receive out of assets of the Corporation which remain after 
satisfaction in full of all valid claims of creditors of the Corporation and 
which are available for payment to shareholders, and subject to the rights of 
the holders of any class of stock of the Corporation ranking senior to or on a 
parity with the Class A Preferred Stock in respect of distributions upon 
liquidation, dissolution or winding-up of the Corporation, before any amount 
shall be paid or distributed among the holders of Common Stock or any other 
class of stock ranking junior to the Class A Preferred Stock in respect of 
distributions upon liquidation, dissolution or winding-up of the Corporation, 
liquidating distributions in an aggregate amount of $61.50 per share of Class A 
Preferred Stock plus an amount equal to all accrued and unpaid dividends 
thereon to the date fixed for distribution, and no more. If upon any 
liquidation, dissolution or winding-up of the Corporation, the amounts payable 
with respect to the Class A Preferred Stock and any other class of stock 
ranking as to any such distribution on a parity with the Class A Preferred 
Stock are not paid in full, the holders of the Class A Preferred Stock and such 
other class of stock shall share ratably in any distribution of assets in 
proportion to the full respective preferential amounts to which they are 
entitled. After payment of the full amount to which they are entitled as 
provided by the foregoing provisions of this Section 4(A), the holders of 
shares of Class A Preferred Stock shall not be entitled to any further right or 
claim to any of the remaining assets of the Corporation.

            (B)    Neither the merger, consolidation or combination of the 
Corporation with or into any other corporation, nor the sale, lease, transfer 
or other exchange of all or any portion of the assets of the Corporation (or 
any purchase or redemption of some or all of the shares of any class or series 
of stock of the Corporation), shall be deemed to be a dissolution, liquidation 
or winding-up of the affairs of the Corporation for purposes of this Section 4, 
but the holders of Class A Preferred Stock shall nevertheless be entitled in 
the event of any such transaction to the rights provided by Section 8 hereof.

            (C)    Written notice of any voluntary or involuntary liquidation, 
dissolution or winding-up of the Corporation, stating the payment date or dates 
when, and the place or places where, the amounts distributable to holders of 
Class A Preferred Stock and any other class or series of preferred stock in 
such circumstances shall be payable, and stating that, except in the case of 
Class A Preferred Stock represented by uncertificated shares, such payment will 
be made only after the surrender (or submission for notation of any partial 
payment) of such holder's certificates representing shares of Class A Preferred 
Stock, shall be given by first class mail, postage prepaid, mailed not less 
than twenty (20) days prior to any payment date stated therein, to the holders 
of Class A Preferred Stock, at the address shown on the books of the 
Corporation or any transfer agent for the Class A Preferred Stock.

                                 10

            Section 5.  Conversion into Common Stock.
            _________   ____________________________

            (A)    A holder of shares of Class A Preferred Stock shall be 
entitled at any time, but not later than the close of business on the 
Redemption Date (as hereinafter defined) of such shares pursuant to Section 6, 
7 or 8 hereof, to cause any or all of such shares to be converted into a number 
of shares of Common Stock for each share of Class A Preferred Stock which 
initially shall be one and which shall be adjusted as hereinafter provided 
(and, as so adjusted, is hereinafter sometimes referred to as the "Conversion 
Ratio"). In addition to the foregoing and subject to Section 5(B) hereof, a 
holder of shares of Class A Preferred Stock upon allocation of such shares to 
the account of a participant in the Plan shall be required to convert each such 
share of Class A Preferred Stock into the greater of (i) that number of shares 
of Common Stock which shall be the quotient obtained by dividing the Stated 
Value of each share of Class A Preferred Stock by the greater of (x) 
$15 divided by the Conversion Ratio or (y) the average of the high and low 
sales prices for a share of Common Stock on the trading day next preceding the 
Conversion Date (as hereinafter defined) on which one or more sales of shares 
of Common Stock occur, all as reported on the Composite Tape (as hereinafter 
defined), or (ii) that number of shares of Common Stock equal to the Conversion 
Ratio. The Corporation's determination in good faith in respect of the number 
of shares to be issued upon any and all conversions pursuant to the preceding 
sentence shall be conclusive.

            (B)    Any holder of shares of Class A Preferred Stock desiring or 
required to convert such shares into shares of Common Stock shall surrender the 
certificate or certificates representing the shares of Class A Preferred Stock 
being converted, duly assigned or endorsed for transfer to the Corporation (or 
accompanied by duly executed stock powers relating thereto) in case of a 
request for registration in a name other than that of such holder, at the 
offices of the Corporation or the transfer agent for the Common Stock 
accompanied by written notice of conversion. Such notice of conversion shall 
specify (i) the number of shares of Class A Preferred Stock to be converted, 
and the name or names in which such holder wishes the certificate or 
certificates for Common Stock and for any shares of Class A Preferred Stock not 
to be so converted to be issued (or the name or names in which ownership of 
such shares is to be registered in the event that they are to be 
uncertificated), (ii) the address or addresses to which such holder wishes 
delivery to be made of such new certificates to be issued upon such conversion, 
and (iii) whether the conversion is being effected pursuant to the second 
sentence of Section 5(A) hereof.

            (C)    A conversion of shares of Class A Preferred Stock into 
shares of Common Stock pursuant to Section 5(A) shall be effective immediately 
before the close of business on the day of the later of (i) the surrender to 
the Corporation of the certificate or certificates for the shares of Class A 
Preferred Stock to be converted, duly assigned or endorsed for transfer to the 
Corporation (or accompanied by duly executed stock powers relating thereto) in 
case of a request for registration in a name other than that of such holder and 
(ii) the giving of the notice of conversion as provided herein (the "Conversion 
Date"). On and after such Conversion Date, the person or persons entitled to 
receive the Common Stock issuable upon such conversion shall be treated for all 
purposes as the record holder or holders of such shares of Common Stock.

            (D)    Promptly after the Conversion Date for shares of Class A 
Preferred Stock to be converted, the Corporation or the transfer agent for the 
Common Stock shall issue and send by hand delivery (with receipt to be 
acknowledged) or by first class mail, postage prepaid, to the holder of such 
shares or to such holder's designee, at the address designated by such holder, 
a 

                                 11

certificate or certificates for the number of shares of Common Stock to which 
such holder shall be entitled upon conversion. In the event that there shall 
have been surrendered a certificate or certificates representing shares of 
Class A Preferred Stock only part of which are to be converted, the Corporation 
or the transfer agent for the Common Stock shall issue and deliver to such 
holder or such holder's designee a new certificate or certificates representing 
the number of shares of Class A Preferred Stock which shall not have been 
converted.

            (E)    The Corporation shall not be obligated to deliver to holders 
of Class A Preferred Stock any fractional share or shares of Common Stock 
issuable upon any conversion of such shares of Class A Preferred Stock, but in 
lieu thereof may make a cash payment in respect thereof in any manner permitted 
by law. The determination in good faith by the Corporation of the amount of any 
such cash payments shall be conclusive.

            (F)    The Corporation shall at all times reserve and keep 
available out of its authorized and unissued and/or treasury Common Stock 
solely for issuance upon the conversion of shares of Class A Preferred Stock as 
herein provided, free from any preemptive rights, the maximum number of shares 
of Common Stock as shall from time to time be issuable upon the conversion of 
all shares of Class A Preferred Stock then outstanding.

            Section 6.  Redemption at the Option of the Corporation.
            _________   ___________________________________________

            (A)    The Class A Preferred Stock shall be redeemable, in whole or 
in part, at the option of the Corporation at any time at the Stated Value, plus 
an amount equal to all accrued and unpaid dividends thereon to the date fixed 
for redemption (the close of business on such date being referred to as the 
"Redemption Date"); provided that such redemption may be made on or after 
                    ________
December 20, 1990 and prior to July 20, 1995 only if (i) the Corporation shall 
have requested that the trustee of the Plan repay the indebtedness incurred by 
such trustee to purchase the shares of Class A Preferred Stock and (ii) either 
(x) Section 404(k) of the Code (as hereinafter defined) is repealed or amended 
or the Internal Revenue Service or the Treasury Department promulgates a 
Revenue Ruling or Regulation or a federal Court of Appeals issues a decision 
involving the Corporation, at any time on or after December 20, 1990 and prior 
to July 20, 1995 with the effect that less than 100% of the dividends payable 
on the shares of any capital stock of the Corporation including, without 
limitation, Class A Preferred Stock or Common Stock held in the Plan is 
deductible by the Corporation, when paid to participants in the Plan or their 
beneficiaries or used to repay indebtedness as described in Section 404(k) of 
the Code, from its gross income for purposes of determining its liability for 
the federal income tax imposed by Section 11 of the Code or (y) the Code is 
amended at any time on or after December 20, 1990 and prior to July 20, 1995 
(other than to change the rate of any existing tax imposed by the Code) or the 
Internal Revenue Service or the Treasury Department promulgates a Revenue 
Ruling or Regulation or a federal Court of Appeals issues a decision involving 
the Corporation, with the effect that the Corporation's liability for the 
alternative minimum tax imposed by Section 55 of the Code, the general federal 
income tax imposed by Section 11 of the Code or any other tax hereafter imposed 
by the Code is increased solely by reason of its claiming a deduction in 
respect of dividends paid on the shares of any capital stock of the Corporation 
including, without limitation, Class A Preferred Stock or Common Stock held in 
the Plan in a manner consistent with Section 404(k) of the Code. Payment of the 
redemption price shall be made by the Corporation in cash or shares of Common 
Stock or a combination thereof, as permitted by paragraph (C) of this Section 
6.  From and after the Redemption Date, dividends on shares of Class A 
Preferred Stock called for redemption will cease to accrue, such shares will no
longer be

                                12

deemed to be outstanding and all rights in respect of such shares of the 
Corporation shall cease, except the right to receive the redemption price. No 
interest shall accrue at the redemption price after the Redemption Date. If 
less than all of the outstanding shares of Class A Preferred Stock are to be 
redeemed, the Corporation shall either redeem a portion of the shares of each 
holder determined pro rata based on the number of shares held by each holder or 
shall select the shares to be redeemed by lot or as may be otherwise determined 
by the Board of Directors of the Corporation.

            (B)    Unless otherwise required by law, notice of redemption 
pursuant to paragraph (A) of this Section 6 will be sent to the holders of 
Class A Preferred Stock at the address shown on the books of the Corporation or 
any transfer agent for the Class A Preferred Stock by first class mail, postage 
prepaid, mailed not less than thirty (30) days nor more than sixty (60) days 
prior to the Redemption Date. Such Class A Preferred Stock shall continue to be 
entitled to the conversion rights provided in Section 5 hereof through such 
Redemption Date. Each such notice shall state: (i) the Redemption Date; (ii) 
the total number of shares of the Class A Preferred Stock to be redeemed and, 
if fewer than all the shares held by such holder are to be redeemed, the number 
of such shares to be redeemed from such holder; (iii) the redemption price and 
the intended form of payment; (iv) the place or places where certificates for 
such shares are to be surrendered for payment of the redemption price; (v) that 
dividends on the shares to be redeemed will cease to accrue on such Redemption 
Date; and (vi) a summary of the conversion rights of the shares to be redeemed, 
the period within which conversion rights may be exercised, and the Conversion 
Ratio in effect at the time. Upon surrender of the certificate for any shares 
so called for redemption and not previously converted (or upon giving the 
notice of redemption in the case of uncertificated shares), but not earlier 
than the Redemption Date, the Corporation shall pay to the holder of such 
shares or its designee the redemption price set forth pursuant to this 
Section 6.

            (C)    The Corporation, at its option, may make payment of the 
redemption price required upon redemption of shares of Class A Preferred Stock 
pursuant to Section 6 or 7 hereof in cash or in shares of Common Stock or in a 
combination of such shares and cash, any such shares of Common Stock to be 
valued for such purpose at their Fair Market Value (as defined in Section 
9(F)(iii)) on the Redemption Date. Any shares of Common Stock so issued or 
delivered (or issued or delivered pursuant to Section 7) shall be deemed to 
have been issued or delivered to the holder of the Class A Preferred Stock as 
of the Redemption Date and such holder shall be deemed to have become the 
record holder thereof as of the Redemption Date.

            Section 7.  Other Redemption Rights.
            _________   _______________________

            Shares of Class A Preferred Stock shall be redeemed by the 
Corporation for cash or, if the Corporation so elects, in shares of Common 
Stock, or a combination of such shares and cash (any such shares of Common 
Stock to be valued for such purpose in accordance with Section 6(C)), at a 
redemption price equal to the Stated Value plus accrued and unpaid dividends 
thereon to the date fixed for redemption, at the option of the holder, at any 
time and from time to time upon notice to the Corporation given not less than 
five (5) Business Days prior to the Redemption Date fixed by the holder in such 
notice (i) in the event that the Plan is determined by the Internal Revenue 
Service not to be qualified within the meaning of Sections 401(a) and 
4975(e)(7) of the Internal Revenue Code of 1986, as amended from time to time 
(the "Code") or (ii) in the event that the Plan is terminated in accordance 
with its terms.

                                13

            Section 8.  Consolidation, Combination, Merger, Etc.
            _________   _______________________________________

            (A)    In the event that the Corporation shall consummate any 
consolidation, combination, merger or substantially similar transaction, 
pursuant to which the outstanding shares of Common Stock are by operation of 
law exchanged solely for or changed, reclassified or converted solely into 
stock of any successor or resulting corporation (including the Corporation) 
that constitutes "qualifying employer securities" with respect to a holder of 
Class A Preferred Stock within the meaning of Section 409(1) of the Code and 
Section 407(d)(5) of the Employee Retirement Income Security Act of 1974, as 
amended, or any successor provisions of law, and, if applicable, for a cash 
payment in lieu of fractional shares, if any, the shares of Class A Preferred 
Stock of such holder shall in connection therewith be exchanged for or 
converted into preferred stock of such successor or resulting corporation, 
having in respect of such corporation insofar as possible the same powers, 
preferences and relative, participating, optional or other special rights 
(including the redemption rights provided by Sections 6, 7 and 8 hereof), and 
the qualifications, limitations or restrictions thereon, that the Class A 
Preferred Stock had immediately prior to such transaction, except that after 
such transaction each share of the Class A Preferred Stock shall be 
convertible, otherwise on the terms and conditions provided by Section 5 
hereof, into the number and kind of qualifying employer securities so 
receivable by a holder of the number of shares of Common Stock into which such 
shares of Class A Preferred Stock could have been converted pursuant to the 
first sentence of Section 5(A) hereof immediately prior to such transaction; 
provided, however, that if by virtue of the structure of such transaction, a 
________  _______
holder of Common Stock is required to make an election with respect to the 
nature and kind of consideration to be received in such transaction, such 
holder of shares of Class A Preferred Stock shall be entitled to make an 
equivalent election as to the nature and kind of consideration it shall 
receive, and if such election cannot practicably be made by the holders of the 
Class A Preferred Stock, then the shares of Class A Preferred Stock shall, by 
virtue of such transaction and on the same terms as apply to the holders of 
Common Stock, be convertible into or exchangeable for the aggregate amount of 
qualifying employer securities (payable in like kind and proportion) receivable 
by a holder of the number of shares of Common Stock into which such shares of 
Class A Preferred Stock could have been converted immediately prior to such 
transaction if such holder of Common Stock failed to exercise any rights of 
election to receive any kind or amount of qualifying employer securities 
receivable upon such transaction (provided that, if the kind or amount of 
                                  ________
qualifying employer securities receivable upon such transaction is not the same 
for each non-electing share, then the kind and amount of qualifying employer 
securities receivable upon such transaction for each such non-electing share 
shall be the kind and amount so receivable per share by a plurality of the 
non-electing shares). The conversion rights of the class of preferred stock of 
such successor or resulting corporation for which the Class A Preferred Stock 
is exchanged or into which it is converted, shall successively be subject to 
adjustments pursuant to Section 9 hereof after any such transactions as nearly 
equivalent as practicable to the adjustments provided for by such Section prior 
to such transaction. The Corporation shall not consummate any such merger, 
consolidation or similar transaction unless the successor or resulting 
corporation shall have agreed to recognize and honor the rights of the holders 
of Class A Preferred Stock set forth in this Section 8(A).

            (B)    In the event that the Corporation shall consummate any 
consolidation, combination, merger or substantially similar transaction, 
pursuant to which the outstanding shares of Common Stock are by operation of 
law exchanged for or changed, reclassified or converted into other stock or 
securities or cash or any other property, or any combination thereof, 

                                 14

other than solely qualifying employer securities (as referred to in Section 
8(A)) and cash payments, if applicable, in lieu of fractional shares, 
outstanding shares of Class A Preferred Stock shall, without any action on the 
part of the Corporation or any holder thereof (but subject to Section 8(C)), be 
deemed to have been converted pursuant to the first sentence of Section 5(A) 
hereof immediately prior to the consummation of such merger, consolidation, 
combination or similar business combination transaction into the number of 
shares of Common Stock into which such shares of Class A Preferred Stock could 
have been converted pursuant to the first sentence of Section 5(A) hereof at 
such time so that each share of Class A Preferred Stock shall, by virtue of 
such transaction and on the same terms as apply to the holders of Common Stock, 
be converted into or exchanged for the aggregate amount of stock, securities, 
cash or other property (payable in like kind and proportion) receivable by a 
holder of the number of shares of Common Stock into which such share of Class A 
Preferred Stock could have been converted pursuant to the first sentence of 
Section 5(A) hereof immediately prior to such transaction; provided, however, 
                                                           ________  _______
that if by virtue of the structure of such transaction, a holder of Common 
Stock is required to make an election with respect to the nature and kind of 
consideration to be received in such transaction, the holder of Class A 
Preferred Stock shall be entitled to make an equivalent election as to the kind 
of consideration it shall receive, and if such election cannot practicably be 
made by the holders of the Class A Preferred Stock, then the shares of Class A 
Preferred Stock shall, by virtue of such transaction and on the same terms as 
apply to the holders of Common Stock, be converted into or exchanged for the 
aggregate amount of stock, securities, cash or other property (payable in like 
kind and proportion) receivable by a holder of the number of shares of Common 
Stock into which such shares of Class A Preferred Stock could have been 
converted immediately prior to such transaction if such holder of Common Stock 
failed to exercise any rights of election as to the kind or amount of stock, 
securities, cash or other property receivable upon such transaction (provided 
                                                                     ________
that, if the kind or amount of stock, securities, cash or other property 
____
receivable upon such transaction is not the same for each non-electing share, 
then the kind and amount of stock, securities, cash or other property 
receivable upon such transaction for each such non-electing share shall be the 
kind and amount so receivable per share by a plurality of the non-electing 
shares).

            (C)    In the event the Corporation shall enter into any agreement 
providing for any consolidation, combination, merger or substantially similar 
transaction described in Section 8(B), then the Corporation shall as soon as 
practicable thereafter (and in any event at least twenty (20) Business Days 
before consummation of such transaction) give notice of such agreement and the 
material terms thereof to each holder of Class A Preferred Stock and each 
holder shall have the right to elect, by written notice to the Corporation, to 
receive, upon consummation of such transaction (if and when such transaction is 
consummated), from the Corporation or the successor of the Corporation, in 
redemption and retirement of such Class A Preferred Stock, a cash payment equal 
to the amount payable in respect of shares of Class A Preferred Stock upon 
redemption pursuant to Section 6(A) hereof as if the date of the consummation 
of such transaction was the Redemption Date. No such notice of redemption shall 
be effective unless given to the Corporation prior to the close of business on 
the second Business Day prior to consummation of such transaction, unless the 
Corporation or the successor of the Corporation shall waive such prior notice, 
but any notice of redemption so given prior to such time may be withdrawn by 
notice of withdrawal given to the Corporation prior to the close of business on 
the second Business Day prior to consummation of such transaction.

                                 15

            Section 9.  Anti-dilution Adjustments.
            _________   _________________________

            (A)    In the event the Corporation shall, at any time or from time 
to time while any of the shares of the Class A Preferred Stock are outstanding, 
(i) pay a dividend or make a distribution in respect of the Common Stock in 
shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock 
or (iii) combine the outstanding shares of Common Stock into a smaller number 
of shares, in each case whether by reclassification of shares, recapitalization 
of the Corporation (including a recapitalization effected by a merger or 
consolidation to which Section 8 hereof does not apply) or otherwise, the 
Conversion Ratio in effect immediately prior to such action shall be adjusted 
by multiplying such Conversion Ratio by a fraction, the numerator of which is 
the number of shares of Common Stock outstanding immediately after such event, 
and the denominator of which is the number of shares of Common Stock 
outstanding immediately before such event. An adjustment made pursuant to this 
Section 9(A) shall be given effect, upon payment of such a dividend or 
distribution, as of the record date for the determination of shareholders 
entitled to receive such dividend or distribution (on a retroactive basis) and 
in the case of a subdivision or combination shall become effective immediately 
as of the effective date thereof.

            (B)    In the event the Corporation shall, at any time or from time 
to time while any shares of Class A Preferred Stock are outstanding, issue 
rights, options or warrants to all holders of its outstanding Common Stock, 
without any charge to such holders, entitling them (for a period expiring 
within forty-five (45) days after the record date mentioned below) to subscribe 
for or purchase shares of Common Stock at a price per share which is more than 
2% lower at the record date mentioned below than the then Current Market Price 
per share of Common Stock, the Conversion Ratio in effect immediately prior to 
such action shall, subject to paragraphs (D) and (E) of this Section 9, be 
adjusted by multiplying such Conversion Ratio by a fraction (i) the numerator 
of which shall be the number of shares of Common Stock outstanding on the date 
of issuance of such rights, options or warrants plus the number of additional 
shares of Common Stock issued upon exercise thereof, and (ii) the denominator 
of which shall be the number of shares of Common Stock outstanding on the date 
of issuance of such rights, options or warrants plus the number of shares which 
the aggregate offering price of the total number of shares of Common Stock so 
issued would purchase at the then Current Market Price per share of Common 
Stock. Such adjustment shall be made whenever such rights, options or warrants 
have expired, and shall become effective retroactively immediately after the 
record date for the determination of shareholders entitled to receive such 
rights, options or warrants on the basis of the number of rights, options or 
warrants actually exercised.

            (C)    In the event the Corporation shall, at any time or from time 
to time while any of the shares of Class A Preferred Stock are outstanding, 
make an Extraordinary Distribution (as defined in Section 9(F)(ii)) in respect 
of the Common Stock, whether by dividend, distribution, reclassification of 
shares or recapitalization of the Corporation (other than a recapitalization or 
reclassification effected by a merger, combination or consolidation to which 
Section 8 hereof applies), the Conversion Ratio in effect immediately prior to 
such Extraordinary Distribution shall, subject to paragraphs (D) and (E) of 
this Section 9, be adjusted by multiplying such Conversion Ratio by a fraction, 
the numerator of which shall be the product of (i) the number of shares of 
Common Stock outstanding immediately before such Extraordinary Distribution and 
(ii) the Fair Market Value of a share of Common Stock on the Valuation Date (as 
defined in Section 9(F)(vi)) with respect to an Extraordinary Distribution, and 
the 

                               16

denominator of which shall be (i) the product of (x) the number of shares of 
Common Stock outstanding immediately before such Extraordinary Distribution and 
(y) the Fair Market Value of a share of Common Stock on the Valuation Date with 
respect to an Extraordinary Distribution, minus (ii) the Fair Market Value  of 
                                          _____
the Extraordinary Distribution on the Valuation Date. The Corporation shall 
send each holder of Class A Preferred Stock notice of its intent to make any 
Extraordinary Distribution at the same time as, or as soon as practicable 
after, such intent is first communicated (including by announcement of a record 
date in accordance with the rules of the principal stock exchange on which the 
Common Stock is listed or admitted to trading) to holders of Common Stock. Such 
notice shall indicate the intended record date and the amount and nature of 
such dividend or distribution, and the Conversion Ratio in effect at such time.

            (D)    Notwithstanding any other provisions of this Section 9, the 
Corporation shall not be required to make any adjustment of the Conversion 
Ratio unless such adjustment would require an increase or decrease of at least 
one percent (1%) in the Conversion Ratio. Any lesser adjustment shall be 
carried forward and shall be made no later than the time of, and together with, 
the next subsequent adjustment which, together with any adjustment or 
adjustments so carried forward, shall amount to an increase or decrease of at 
least one percent (1%) in the Conversion Ratio.

            (E)    The Corporation shall be entitled to make such additional 
adjustments in the Conversion Ratio, in addition to those required by the 
foregoing provisions of this Section 9, as shall be necessary in order that any 
dividend or distribution in shares of capital stock of the Corporation, 
subdivision, reclassification or combination of shares of stock of the 
Corporation or any recapitalization of the Corporation shall not be taxable to 
holders of the Common Stock.

            (F)    For purposes of this Exhibit A, the following definitions 
shall apply:

                   (i)    "Business Day" shall mean each day that is not a 
Saturday, Sunday or a day which state or federally chartered banking 
institutions in New York are required or authorized to be closed.

                   (ii)   "Extraordinary Distribution" shall mean any dividend 
or other distribution (effected while any of the shares of Class A Preferred 
Stock are outstanding) of (x) cash to the extent that such dividend or 
distribution when added to the amount of all cash dividends and distributions 
paid during the preceding period of twelve (12) calendar months exceeds fifteen 
percent (15%) of the aggregate Fair Market Value of all shares of Common Stock 
outstanding on the declaration date for such Extraordinary Distribution and/or 
(y) any shares of capital stock of the Corporation (other than shares of Common 
Stock), other securities of the Corporation, evidences of indebtedness of the 
Corporation or any other person or any other property (including shares of any 
subsidiary of the Corporation), or any combination thereof, but excluding 
rights, options or warrants to which Section 9(B) refers (without regard to the 
subscription or purchase price provided for therein).

                   (iii)  "Fair Market Value" shall mean, as to shares of 
Common Stock or any other class of publicly traded capital stock or securities 
of the Corporation or any other issuer which are publicly traded, the average 
of the Current Market Prices of such shares or securities for each day of the 
Adjustment Period. The "Fair Market Value" of any security which is not 
publicly traded or of any other property shall mean the fair 

                                 17

value thereof as determined by an independent investment banking or appraisal 
firm experienced in the valuation of such securities or property, which firm 
shall be selected in good faith by the Board of Directors of the Corporation or 
a committee thereof, or, if no such investment banking or appraisal firm is in 
the good faith judgment of the Board of Directors or such committee available 
to make such determination, as determined in good faith by the Board of 
Directors of the Corporation or such committee.

                   (iv)   "Current Market Price" of publicly traded shares of 
Common Stock or any other class of capital stock or other security of the 
Corporation or any other issuer shall mean (I) the last reported sales price, 
regular way, or, if no sale takes place on such day, the average of the 
reported closing bid and asked prices, regular way, in either case as reported 
on the Composite Tape for New York Stock Exchange transactions (the "Composite 
Tape") or, (II) if such security is not listed or admitted to trading on the 
New York Stock Exchange (the "NYSE"), on the principal national securities 
exchange on which such security is listed or admitted to trading or, (III) if 
not listed or admitted to trading on any national securities exchange, on the 
National Market System of the National Association of Securities Dealers, Inc. 
Automated Quotation System ("NASDAQ National Market System") or, (IV) if such 
security is not quoted on the NASDAQ National Market System, the average of the 
closing bid and asked prices on each such day in the over-the-counter market as 
reported by NASDAQ or, (V) if bid and asked prices for such security on each 
such day shall not have been reported through NASDAQ, the average of the bid 
and asked prices for such day as furnished by any NYSE member firm regularly 
making a market in such security selected for such purposes by the Board of 
Directors of the Corporation or a committee thereof, in each case, on each 
trading day during the Adjustment Period; provided, however, in determining the 
                                          ________  _______
Current Market Price, the value (as reasonably determined by the Board of 
Directors of the Corporation or a committee thereof) of any "due-bill" or 
similar instrument which is then associated with a share of Common Stock or any 
other class of capital stock or other security, shall be deducted.

                   (v)    "Adjustment Period" shall mean the period of five (5) 
consecutive trading days preceding, and including, the date as of which the 
Fair Market Value of a security is to be determined.

                   (vi)   "Valuation Date" with respect to an Extraordinary 
Distribution shall mean the date that is five (5) Business Days prior to the 
record date for such Extraordinary Distribution.

                   (vii)  "Plan" shall mean collectively the Corporation's 
Thrift and ESOP plans and its Thrift and ESOP Trust.

            (G)    Whenever an adjustment to the Conversion Ratio and the 
related voting rights of the Class A Preferred Stock is required pursuant 
hereto, the Corporation shall forthwith deliver to the transfer agent(s) for 
the Common Stock and the Class A Preferred Stock and file with the Secretary of 
the Corporation, a statement signed by an officer of the Corporation stating 
the adjusted Conversion Ratio determined as provided herein, and the voting 
rights (as appropriately adjusted), of the Class A Preferred Stock. Such 
statement shall set forth in reasonable detail such facts as shall be necessary 
to show the reason and the manner of computing such adjustment including any 
determination of Fair Market Value involved in such 

                               18

computation. Promptly after each adjustment to the Conversion Ratio and the 
related voting rights of the Class A Preferred Stock, the Corporation shall 
mail a notice thereof and of the then prevailing Conversion Ratio to each 
holder of Class A Preferred Stock.

            Section 10.  Ranking; Cancellation of Shares.
            __________   _______________________________

            (A)    The Class A Preferred Stock shall rank senior to the Common 
Stock as to the payment of dividends and senior to the Common Stock as to the 
distribution of assets on liquidation, dissolution and winding-up of the 
Corporation, and, unless otherwise provided in the Certificate of 
Incorporation, as the same may be amended, the Class A Preferred Stock shall 
rank on a parity with all other classes or series of the Corporation's 
preferred stock, as to payment of dividends and the distribution of assets on 
liquidation, dissolution or winding-up.

            (B)    Any shares of Class A Preferred Stock acquired by the 
Corporation by reason of the conversion or redemption of such shares as 
provided hereby, or otherwise so acquired, shall be cancelled as shares of 
Class A Preferred Stock and restored to the status of authorized but unissued 
shares of preferred stock of the Corporation, undesignated as to classes or 
series, and may thereafter be reissued as part of a new class or series of such 
preferred stock as permitted by law.

            Section 11.  Miscellaneous.
            __________   _____________

            (A)    All notices referred to herein shall be in writing, and all 
notices hereunder shall be deemed to have been given upon the earlier of 
receipt thereof or three (3) Business Days after the mailing thereof if sent by 
registered mail (unless first class mail shall be specifically permitted for 
such notice under the terms of this Exhibit A) with postage prepaid, addressed: 
(i) if to the Corporation, to its office at 5959 Las Colinas Boulevard, Irving, 
TX 75039 (Attention: Treasurer) or to the transfer agent (if any) for the Class 
A Preferred Stock or (ii) if to any holder of the Class A Preferred Stock or 
the Common Stock, as the case may be, to such holder at the address of such 
holder as listed in the stock record books of the Corporation (which may 
include the records of any transfer agent for the Class A Preferred Stock or 
the Common Stock, as the case may be) or (iii) to such other address as the 
Corporation shall have designated by notice similarly given.

            (B)    In the event that, at any time as a result of an adjustment 
made pursuant to Section 8 or 9, the holder of any share of the Class A 
Preferred Stock upon thereafter surrendering such shares for conversion shall 
become entitled to receive any shares or other securities of the Corporation 
other than shares of Common Stock, the Conversion Ratio in respect of such 
other shares or securities so receivable upon conversion of shares of Class A 
Preferred Stock shall thereafter be adjusted, and shall be subject to further 
adjustment from time to time, in a manner and on terms as nearly equivalent as 
practicable to the provisions with respect to Common Stock contained in 
Sections 8 or 9, and the provisions of each of the other Sections hereof with 
respect to the Common Stock shall apply on like or similar terms to any such 
other shares or securities. Any determination in good faith by the Corporation 
as to any adjustment of the Conversion Ratio pursuant to this Section 11 (B) 
shall be conclusive.

            (C)    The Corporation shall pay any and all issuance, stock 
transfer and documentary stamp taxes that may be payable in respect of any 
issuance or delivery of shares of Class A Preferred Stock or Common Stock or 
other securities issued upon conversion of Class A

                                19

Preferred Stock pursuant hereto or certificates representing such shares or 
securities. The Corporation shall not, however, be required to pay any such tax 
which may be payable in respect of any transfer involved in the issuance or 
delivery of shares of Common Stock or other securities in a name other then 
that in which the shares of Class A Preferred Stock with respect to which such 
shares or other securities are issued or delivered were registered, or in 
respect of any payment to any person with respect to any such shares or 
securities other than a payment to the registered holder thereof, and shall not 
be required to make any such issuance, delivery or payment unless and until the 
person otherwise entitled to such issuance, delivery or payment has paid to the 
Corporation the amount of any such tax for issuance, transfer or documentary 
stamp taxes or has established, to the satisfaction of the Corporation, that 
such tax has been paid or is not payable.

            (D)    In the event that a holder of shares of Class A Preferred 
Stock shall not by written notice designate the name in which (i) shares of 
Common Stock or (ii) any other securities in accordance with this Exhibit A, to 
be issued upon conversion of such shares should be registered or to whom 
payment upon redemption of shares of Class A Preferred Stock should be made or 
the address to which the certificate or certificates representing such shares, 
or such payment, should be sent, the Corporation shall be entitled to register 
such shares, and make such payment, in the name of the holder of such Class A 
Preferred Stock as shown on the records of the Corporation and to send the 
certificate or certificates representing such shares, or such payment, to the 
address of such holder shown on the records of the Corporation.

            (E)    Unless otherwise provided in the Certificate of 
Incorporation, as the same may be amended, all payments of (x) dividends upon 
the shares of any class of stock and upon any other class of stock ranking on a 
parity with such first class of stock with respect to such dividends shall be 
made pro rata, so that amounts paid per share on such first class of stock and 
such other class of stock shall in all cases bear to each other the same ratio 
that the required dividends then payable per share on the shares of such first 
class of stock and such other class of stock bear to each other and (y) 
distributions on voluntary or involuntary dissolution, liquidation or 
winding-up or otherwise made upon the shares of any class of stock and upon any 
other class of stock ranking on a parity with such first class of stock with 
respect to such distributions shall be made pro rata, so that amounts paid per 
share on such first class of stock and such other class of stock shall in all 
cases bear to each other the same ratio that the required distributions then 
payable per share on the shares of such first class of stock and such other 
class of stock bear to each other.

            (F)    The Corporation may appoint, and from time to time discharge 
and change, a transfer agent for the Class A Preferred Stock. Upon any such 
appointment or discharge of a transfer agent, the Corporation shall send notice 
thereof by first class mail, postage prepaid, to each holder of record of Class 
A Preferred Stock. So long as there is a transfer agent for a class of stock, a 
holder thereof shall give any notices to the Corporation required hereunder to 
the transfer agent at the address of the transfer agent last given by the 
Corporation.

            (G)    If the Corporation and the holder so agree, any shares of 
Class A Preferred Stock or any shares of Common Stock into which the shares of 
Class A Preferred Stock shall be converted, may be uncertificated shares, 
provided that the names of the holders of all uncertificated shares and the 
________
number of such shares held by each holder shall be registered at the offices of 
the Corporation or the transfer agent for such shares. In the event that any 
shares shall 

                                20


be uncertificated, all references herein to the surrender or issuance of stock 
certificates shall have no application to such uncertificated shares.
























                                21



                                 PART II

                        Class B Preferred Stock

        1.  Designation and Issuance

            (A)    The shares of such class shall be designated CLASS B 
PREFERRED STOCK (hereinafter referred to as "Class B Preferred Stock") and the 
number of shares constituting such class shall be 165,800. Such number of 
shares may be increased or decreased by resolution of the Board of Directors, 
but no such decrease shall reduce the number of shares of Class B Preferred 
Stock to a number less than that of the shares then outstanding plus the number 
of shares issuable upon exercise of any rights, options or warrants or upon 
conversion of outstanding securities issued by the Corporation. All shares of 
Class B Preferred Stock redeemed or purchased by the Corporation shall be 
retired and shall be restored to the status of authorized but unissued shares 
of preferred stock without designation.

            (B)    Shares of Class B Preferred Stock shall be issued only to a 
trustee or trustees acting on behalf of an employee stock ownership trust or 
plan or other employee benefit plan ("Plan") of Mobil Corporation or Mobil Oil 
Corporation (collectively, "Mobil Oil"). In the event of any sale, transfer or 
other disposition (hereinafter a "transfer") of shares of Class B Preferred 
Stock to any person other than (x) any trustee or trustees of the Plan and (y) 
any pledgee of such shares acquiring such shares as security for any loan or 
loans made to the Plan or to any trustee or trustees acting on behalf of the 
Plan, the shares of Class B Preferred Stock so transferred, upon such transfer 
and without any further action by the Corporation or the holder shall be 
automatically converted into shares of the Common Stock (as defined in Section 
10) at the Conversion Price (as hereinafter defined) and on the terms otherwise 
provided for the conversion of shares of Class B Preferred Stock into shares of 
Common Stock pursuant to Section 5 hereof and no such transferee shall have any 
of the voting powers, preferences and relative, participating, optional or 
special rights ascribed to shares of Class B Preferred Stock hereunder but, 
rather, only the powers and rights pertaining to the Common Stock into which 
such shares of Class B Preferred Stock shall be so converted, provided, 
however, that in the event of a foreclosure or other realization upon shares of 
Class B Preferred Stock pledged as security for any loan or loans made to the 
Plan or to the trustee or the trustees acting on behalf of the Plan, the 
pledged shares so foreclosed or otherwise realized upon shall (subject to the 
holder's right of redemption set forth in Section 7(B) hereof) be automatically 
converted into shares of Common Stock at the Conversion Price and on the terms 
otherwise provided for conversions of shares of Class B Preferred Stock into 
shares of Common Stock pursuant to Section 5 hereof. In the event of such a 
conversion, such transferee shall be treated for all purposes as the record 
holder of the shares of Common Stock into which the Class B Preferred Stock 
shall have been converted as of the date of such conversion. Certificates 
representing shares of Class B Preferred Stock shall be legended to reflect 
such restrictions on transfer. Notwithstanding the foregoing provisions of this 
Section 1, shares of Class B Preferred Stock (i) may be converted into shares 
of Common Stock as provided by Section 5 hereof and the shares of Common Stock 
issued upon such conversion may be transferred by the holder thereof as 
permitted by law and (ii) shall be redeemable by the Corporation upon the terms 
and conditions provided by Sections 6, 7 and 8 hereof.


                               22

        2.  Dividends and Distributions.

            (A)(1) Subject to the provisions for adjustment hereinafter set 
forth, the holders of shares of Class B Preferred Stock shall be entitled to 
receive, when and as declared by the Board of Directors out of funds legally 
available therefor, cash dividends ("Regular Preferred Dividends") in an amount 
per share initially equal to $300 per share per annum, subject to adjustment 
from time to time as hereinafter provided, and no more, except as provided in 
Section 2(A)(2) (such amount, as adjusted from time to time, being hereinafter 
referred to as the "Regular Preferred Dividend Rate"), payable semiannually in 
arrears, one-half on the last day of February, and one-half on the last day of 
August of each year (each a "Dividend Payment Date") to holders of record at 
the start of business on such Dividend Payment Date. The first dividend payable 
on each share of Class B Preferred Stock shall accrue from the date of original 
issuance thereof, except that the first dividend payable on shares of Class B 
Preferred Stock issued on conversion of Mobil Corporation Series B ESOP 
Convertible Preferred Stock ("Mobil Series B Stock") shall accrue and be 
cumulative from the last dividend payment date of the Mobil Series B Stock and 
shall include any arrearage on the Mobil Series B Stock. Regular Preferred 
Dividends shall accrue on a daily basis, based on the Regular Preferred 
Dividend Rate in effect on such date, whether or not the Corporation shall have 
earnings or surplus at the time, computed on the basis of a 360-day year of 
30-day months in case of any period less than a full semiannual period. Accrued 
but unpaid Regular Preferred Dividends, shall cumulate as of the Dividend 
Payment Date on which they first become payable, but no interest shall accrue 
on accumulated but unpaid Regular Preferred Dividends.

               (2) In the event that for any period of six (6) months preceding 
any Dividend Payment Date (each such period, a "Dividend Period") the aggregate 
fair value (as determined by the Board of Directors) of all dividends and other 
distributions declared per share of Common Stock during such Dividend Period 
multiplied by the number of shares of Common Stock into which a share of Class 
B Preferred Stock was convertible on the appropriate dividend payment date for 
the Common Stock shall exceed the amount of the Regular Preferred Dividends 
accrued on a share of Class B Preferred Stock during such Dividend Period, the 
holders of shares of the Class B Preferred Stock shall be entitled to receive, 
when and as declared by the Board of Directors out of funds legally available 
therefor, cash dividends (the "Supplemental Preferred Dividends") in an amount 
per share (with appropriate adjustments to reflect any stock split or 
combination of shares or other adjustment provided for in Section 9) equal to 
the amount of such excess up to but not exceeding (x) the product of twelve and 
one-half per cent (12.5%) times the average of the Fair Market Values of the 
number of shares of Common Stock into which a share of Class B Preferred Stock 
was convertible on the day next preceding the ex-dividend date for each such 
dividend and the distribution date for each such distribution on the Common 
Stock of the Corporation minus (y) such amount of accrued Regular Preferred 
Dividends. The calculation of each Supplemental Preferred Dividend shall be 
subject to adjustment corresponding to the adjustments provided in Section 9 
hereof. Supplemental Preferred Dividends shall accrue and cumulate as of the 
close of each relevant Dividend Period and shall be payable on the Dividend 
Payment Date next following the close of any such Dividend Period, but no 
interest shall accrue on accumulated but unpaid Supplemental Preferred 
Dividends and no Supplemental Preferred Dividends shall accrue in respect of 
any period of less than six months.

            (B)(1) No full dividends shall be declared or paid or set apart for 
payment on any shares ranking, as to dividends, on a parity with or junior to 
the Class B Preferred Stock, for any 

                                23

period unless full cumulative dividends (which for all purposes of this 
resolution shall include Regular Preferred Dividends and Supplemental Preferred 
Dividends) have been or contemporaneously are declared and paid or declared and 
a sum sufficient for the payment thereof set apart for such payment on the 
Class B Preferred Stock for all Dividend Payment Dates occurring on or prior to 
the date of payment of such full dividends. When dividends are not paid in 
full, as aforesaid, upon the shares of Class B Preferred Stock and any other 
shares ranking, as to dividends, on a parity with Class B Preferred Stock, all 
dividends declared upon shares of Class B Preferred Stock shall be declared 
pro rata so that the amount of dividends declared per share on Class B 
Preferred Stock and such other parity shares shall in all cases bear to each 
other the same ratio that accumulated dividends per share on the shares of 
Class B Preferred Stock and such other parity shares bear to each other. Except 
as otherwise provided herein, holders of shares of Class B Preferred Stock 
shall not be entitled to any dividends, whether payable in cash, property or 
shares, in excess of full cumulative dividends, as herein provided, on Class B 
Preferred Stock.

               (2) So long as any shares of Class B Preferred Stock are 
outstanding, no dividend (other than dividends or distributions paid in shares 
of, or options, warrants or rights to subscribe for or purchase shares of, 
Common Stock or other shares ranking junior to Class B Preferred Stock as to 
dividends and upon liquidation and other than as provided in Section 2(B)(1)) 
shall be declared or paid or set aside for payment or other distribution 
declared or made upon the Common Stock or upon any other shares ranking junior 
to or on a parity with Class B Preferred Stock as to dividends or upon 
liquidation, nor shall any Common Stock or any other shares of the Company 
ranking junior to or on a parity with Class B Preferred Stock as to dividends 
or upon liquidation be redeemed, purchased or otherwise acquired for any 
consideration (or any moneys be paid to or made available for a sinking fund 
for the redemption of any such shares) by the Corporation (except by conversion 
into or exchange for shares of the Corporation ranking junior to Class B 
Preferred Stock as to dividends and upon liquidation) unless, in each case, the 
full cumulative dividends on all outstanding shares of Class B Preferred Stock 
shall have been paid.

               (3) Any dividend payment made on shares of Class B Preferred 
Stock shall first be credited against the earliest accumulated but unpaid 
dividend due with respect to shares of Class B Preferred Stock.

        3.  Liquidation Preference

            (A)   In the event of any liquidation, dissolution or winding-up of 
the Corporation, whether voluntary or involuntary, before any payment or 
distribution of the assets of the Corporation (whether capital or surplus) 
shall be made to or set apart for the holders of any series or classes of stock 
of the Corporation ranking junior to Class B Preferred Stock upon liquidation, 
dissolution or winding-up, the holders of Class B Preferred Stock shall be 
entitled to receive the Liquidation Price (as hereinafter defined) per share in 
effect at the time of liquidation, dissolution or winding-up plus an amount 
equal to all dividends accrued (whether or not accumulated) and unpaid thereon 
to the date of final distribution to such holders, but such holders shall not 
be entitled to any further payments. The Liquidation Price per share which 
holders of Class B Preferred Stock shall receive upon liquidation, dissolution 
or winding-up shall be $3,887.50, subject to adjustment as hereinafter 
provided. If, upon any liquidation, dissolution or winding-up of the 
Corporation, the assets of the Corporation, or proceeds thereof, distributable 
among the holders of Class B Preferred Stock shall be insufficient to pay in 
full the preferential 

                                24

amount aforesaid and liquidating payments on any other shares ranking as to 
liquidation, dissolution or winding-up, on a parity with Class B Preferred 
Stock, then such assets, or the proceeds thereof, shall be distributed among 
the holders of Class B Preferred Stock and any such other shares ratably in 
accordance with the respective amounts which would be payable on such shares of 
Class B Preferred Stock and any such other shares if all amounts payable 
thereon were paid in full. For the purposes of this Section 3, a consolidation 
or merger of the Corporation with one or more corporations shall not be deemed 
to be a liquidation, dissolution or winding-up, voluntary and involuntary.

            (B)    Subject to the rights of the holders of shares of any series 
or class or classes of stock ranking on a parity with or prior to Class B 
Preferred Stock upon liquidation, dissolution or winding-up, upon any 
liquidation, dissolution or winding-up of the Corporation, after payment shall 
have been made in full to the holders of Class B Preferred Stock as provided in 
this Section 3, but not prior thereto, any other series or class or classes of 
stock ranking junior to Class B Preferred Stock upon liquidation, dissolution 
or winding-up shall, subject to the respective terms and provisions (if any) 
applying thereto, be entitled to receive any and all assets remaining to be 
paid or distributed, and the holders of Class B Preferred Stock shall not be 
entitled to share therein.

        4.  Ranking and Voting of Shares.

            (A)    Any shares of the Corporation shall be deemed to rank:

               (1) prior to Class B Preferred Stock as to dividends or as to 
distribution of assets upon liquidation, dissolution or winding-up, if the 
holders of such class shall be entitled to the receipt of dividends or of 
amounts distributable upon liquidation, dissolution or winding-up, as the case 
may be, in preference or priority to the holders of Class B Preferred Stock,

               (2) on a parity with Class B Preferred Stock as to dividends or 
as to distribution of assets upon liquidation, dissolution or winding-up, 
whether or not the dividend rates, dividend payment dates, or redemption or 
liquidation prices per share thereof be different from those of Class B 
Preferred Stock, if the holders of such class of stock and Class B Preferred 
Stock shall be entitled to the receipt of dividends or of amounts distributable 
upon liquidation, dissolution or winding-up, as the case may be, in proportion 
to their respective dividend or liquidation amounts, as the case may be, 
without preference or priority one over the other, and 

               (3) junior to Class B Preferred Stock as to dividends or as to 
the distribution of assets upon liquidation, dissolution or winding-up, if such 
shares shall be Common Stock or if the holders of Class B Preferred Stock shall 
be entitled to receipt of dividends or of amounts distributable upon 
liquidation, dissolution or winding-up, as the case may be, in preference or 
priority to the holders of such shares. Unless otherwise provided in the 
Restated Certificate of Incorporation of the Corporation, as the same may be 
amended, including an amendment relating to any subsequent class or series of 
preferred stock, the Class B Preferred Stock shall rank junior to all classes 
or series of the Corporation's preferred stock as to dividends and the 
distribution of assets upon liquidation, dissolution or winding-up.

            (B)    The holders of shares of Class B Preferred Stock shall have 
the following voting rights:

                                25


               (1) The holders of Class B Preferred Stock shall be entitled to 
vote on all matters submitted to a vote of the shareholders of the Corporation, 
voting together with the holders of Common Stock as one class. The holder of 
each share of Class B Preferred Stock shall be entitled to a number of votes 
equal to the number of shares of Common Stock into which such Class B Preferred 
Stock could be converted on the record date for determining the shareholders 
entitled to vote; it being understood that whenever the "Conversion Price" (as 
defined in Section 5 hereof) is adjusted as provided in Section 9 hereof, the 
number of votes of the Class B Preferred Stock shall also be correspondingly 
adjusted.

               (2) Except as otherwise required by law or set forth herein, 
holders of Class B Preferred Stock shall have no special voting rights and 
their consent shall not be required (except to the extent they are entitled to 
vote with holders of Common Stock as set forth herein) for the taking of any 
corporate action, including the issuance of any preferred stock now or 
hereafter authorized, provided, however, that the vote of at least 66-2/3% of 
the outstanding shares of Class B Preferred Stock, voting separately as a 
class, shall be necessary to approve any alteration, amendment or repeal of any 
provision of the Restated Certificate of Incorporation or any alteration, 
amendment or repeal of any provision of the resolutions relating to the 
designation, preferences and rights of Class B Preferred Stock (including any 
such alteration, amendment or repeal effected by any merger or consolidation in 
which the Corporation is the surviving or resulting corporation), if such 
amendment, alteration or repeal would alter or change the powers, preferences, 
or special rights of the Class B Preferred Stock so as to affect them 
adversely.

        5.  Conversion into Common Stock.

            (A)    A holder of shares of Class B Preferred Stock shall be 
entitled, at any time prior to the close of business on the date fixed for 
redemption of such shares pursuant to Sections 6, 7 or 8 hereof, to cause any 
or all of such shares to be converted into shares of Common Stock. The number 
of shares of Common Stock into which each share of the Class B Preferred Stock 
may be converted shall be determined by dividing the Liquidation Price in 
effect at the time of conversion by the Conversion Price (as hereinafter 
defined) in effect at the time of conversion. The Conversion Price per share at 
which shares of Common Stock shall be initially issuable upon conversion of any 
shares of Class B Preferred Stock shall be $29.447411 subject to adjustment as 
hereinafter provided; that is, a conversion rate initially equivalent to 
132.015 shares of Common Stock for each share of Class B Preferred Stock, which 
is subject to adjustment as hereinafter provided.

            (B)    Any holder of shares of Class B Preferred Stock desiring to 
convert such shares into shares of Common Stock shall surrender, if 
certificated, the certificate or certificates representing the shares of Class 
B Preferred Stock being converted, duly assigned or endorsed for transfer to 
the Corporation (or accompanied by duly executed stock powers relating 
thereto), or if uncertificated, a duly executed stock power relating thereto, 
at the principal executive office of the Corporation or the offices of the 
transfer agent for the Class B Preferred Stock or such office or offices in the 
continental United States of an agent for conversion as may from time to time 
be designated by notice to the holders of the Class B Preferred Stock by the 
Corporation or the transfer agent for the Class B Preferred Stock, accompanied 
by written notice of conversion. Such notice of conversion shall specify (i) 
the number of shares of Class B Preferred Stock to be converted and the name or 
names in which such holder wishes the Common Stock and any shares of Class B 
Preferred Stock not to be so converted to be issued, and (ii) the address to 

                                   26

which such holder wishes delivery to be made of a confirmation of such 
conversion, if uncertificated, or any new certificate which may be issued upon 
such conversion if certificated.

            (C)    Upon surrender, if certificated, of a certificate 
representing a share or shares of Class B Preferred Stock for conversion, or if 
uncertificated, of a duly executed stock power relating thereto, the 
Corporation shall issue and send by hand delivery (with receipt to be 
acknowledged) or by first class mail, postage prepaid, to the holder thereof or 
to such holder's designee, at the address designated by such holder, if 
certificated, a certificate or certificates for, or if uncertificated, 
confirmation of, the number of shares of Common Stock to which such holder 
shall be entitled upon conversion. In the event that there shall have been 
surrendered shares of Class B Preferred Stock, only part of which are to be 
converted, the Corporation shall issue and deliver to such holder or such 
holder's designee, if certificated, a new certificate or certificates 
representing the number of shares of Class B Preferred Stock which shall not 
have been converted, or if uncertificated, confirmation of the number of shares 
of Class B Preferred Stock which shall not have been converted.

            (D)    The issuance by the Corporation of shares of Common Stock 
upon a conversion of shares of Class B Preferred Stock into shares of Common 
Stock made at the option of the holder thereof shall be effective as of the 
earlier of (i) the delivery to such holder or such holder's designee of the 
certificates representing the shares of Common Stock issued upon conversion 
thereof if certificated or confirmation if uncertificated or (ii) the 
commencement of business on the second business day after the surrender of the 
certificate or certificates, if certificated, or a duly executed stock power, 
if uncertificated, for the shares of Class B Preferred Stock to be converted. 
On and after the effective date of conversion, the person or persons entitled 
to receive Common Stock issuable upon such conversion shall be treated for all 
purposes as the record holder or holders of such shares of Common Stock, but no 
allowance or adjustment shall be made in respect of dividends payable to 
holders of Common Stock of record on any date prior to such effective date. The 
Corporation shall not be obligated to pay any dividends which shall have been 
declared and shall be payable to holders of shares of Class B Preferred Stock 
on a Dividend Payment Date if such Dividend Payment Date for such dividend 
shall be on or subsequent to the effective date of conversion of such shares.

            (E)    The Corporation shall not be obligated to deliver to holders 
of Class B Preferred Stock any fractional share or shares of Common Stock 
issuable upon any conversion of such shares of Class B Preferred Stock, but in 
lieu thereof may make a cash payment in respect thereof in any manner permitted 
by law.

            (F)    The Corporation shall at all times reserve and keep 
available out of its authorized and unissued Common Stock or treasury Common 
Stock, solely for issuance upon the conversion of shares of Class B Preferred 
Stock as herein provided, such number of shares of Common Stock as shall from 
time to time be issuable upon the conversion of all the shares of Class B 
Preferred Stock then outstanding.

        6.  Redemption at the Option of the Corporation.

            (A)    The Class B Preferred Stock shall be redeemable, in whole or 
in part, at the option of the Corporation, out of funds legally available 
therefor, at any time after November 22, 1999 at 100% of the Liquidation Price 
per share in effect on the date fixed for redemption, plus an amount equal to 
all accrued (whether or not accumulated) and unpaid dividends thereon 

                                27

to the date fixed for redemption.  The Class B Preferred Stock shall be 
redeemable, in whole or in part, out of funds legally available therefor, on or 
before November 22, 1999 only if permitted by Section 6 (C) or (D) at a price 
per share equal to, (i) if pursuant to Section 6(C), the redemption price set 
forth therein, or (ii) if pursuant to Section 6(D), 100.775% of the Liquidation 
Price in effect on the date fixed for redemption, plus, in each case, an amount 
equal to all accrued (whether or not accumulated) and unpaid dividends thereon 
to the date fixed for redemption. Payment of the redemption price shall be made 
by the Corporation in cash or shares of Common Stock, or a combination thereof, 
as permitted by Section 6(E). From and after the date fixed for redemption, 
dividends on shares of Class B Preferred Stock called for redemption will cease 
to accrue, such shares will no longer be deemed to be outstanding and all 
rights in respect of such shares of the Corporation shall cease, except for the 
right to receive the redemption price. If less than all of the outstanding 
shares of Class B Preferred Stock are to be redeemed, the Corporation shall 
either redeem a portion of the shares of each holder determined pro rata based 
on the number of shares held by each holder or shall select the shares to be 
redeemed by lot, as may be determined by the Board of Directors of the 
Corporation.

            (B)    Unless otherwise required by law, notice of redemption will 
be sent to the holders of Class B Preferred Stock at the address shown on the 
books of the Corporation or any transfer agent for Class B Preferred Stock by 
first class mail, postage prepaid, mailed not less than twenty (20) days nor 
more than sixty (60) days prior to the redemption date. Each notice shall 
state: (i) the redemption date; (ii) the total number of shares of the Class B 
Preferred Stock to be redeemed and, if fewer than all the shares held by such 
holder are to be redeemed, the number of such shares to be redeemed from such 
holder; (iii) the redemption price; (iv) the place or places where 
certificates, if certificated, for such shares are to be surrendered for 
payment of the redemption price; (v) that dividends on the shares to be 
redeemed will cease to accrue on such redemption date; (vi) the conversion 
rights of the shares to be redeemed, the period within which such conversion 
rights may be exercised, and the Conversion Price and number of shares of 
Common Stock issuable upon conversion of a share of Class B Preferred Stock at 
the time. Upon surrender of the certificates, if certificated, for any shares 
so called for redemption, or upon the date fixed for redemption if 
uncertificated such shares if not previously converted shall be redeemed by the 
Corporation on the date fixed for redemption and at the redemption price set 
forth in this Section 6.

             (C)    In the event (i) of a change in the federal tax law or 
regulations of the United States of America or of an interpretation or 
application of such law or regulations or of a determination by a court of 
competent jurisdiction, which in any case has the effect of precluding the 
Corporation from claiming (other than for purposes of calculating any 
alternative minimum tax) any of the tax deductions for dividends paid on the 
Class B Preferred Stock when such dividends are used as provided under Section 
404(k)(2) of the Internal Revenue Code of 1986, as amended (the "Code") as in 
effect on the date shares of Class B Preferred Stock are initially issued, or 
(ii) that the Corporation certifies to the holders of the Class B Preferred 
Stock that the Corporation has determined in good faith that the Plan either is 
not qualified within the meaning of Section 401(a) of the Code or is not an 
"employee stock ownership plan" within the meaning of 4975(e)(7) of the Code, 
the Corporation may, in its sole discretion and notwithstanding anything to the 
contrary in Section 6(A), at any time within one year of the occurrence of such 
event, elect either to (a) redeem any or all of such Class B Preferred Stock 
for cash or, if the Corporation so elects, in shares of Common Stock, or a 
combination of such shares of Common Stock and cash, as permitted by Section 
6(B), at a redemption price equal to the higher of (x) the 

                                  28

Liquidation Price per share on the date fixed for redemption or (y) the Fair 
Market Value (as defined in Section 9(G)(2)) of the number of shares of Common 
Stock into which each share of Class B Preferred Stock is convertible at the 
time the notice of such redemption is given, plus in either case an amount 
equal to accrued (whether or not accumulated) and unpaid dividends thereon to 
the date fixed for redemption, or (b) exchange any or all of such shares of 
Class B Preferred Stock for securities of comparable value (as determined by an 
independent appraiser) that constitute "qualifying employer securities" with 
respect to a holder of Class B Preferred Stock within the meaning of 
Section 409(1) of the Code and Section 407(d)(5) of the Employment Retirement 
Income Security Act of 1974, as amended ("ERISA") or any successor provisions 
of law.

            (D)    Notwithstanding anything to the contrary in Section 6(A), in 
the event that the Employees Savings Plan of Mobil Oil is terminated or the 
Employee Stock Ownership Plan incorporated therein is terminated or eliminated 
from such Plan, the Corporation may, in its sole discretion, call for 
redemption of any or all of the then outstanding Class B Preferred Stock at a 
redemption price calculated on the basis of the redemption prices provided in 
Section 6(A), increased by 50% of the amount thereof in excess of 100% of the 
Liquidation Price in effect on the date fixed for redemption.

            (E)    The Corporation, at its option, may make payment of the 
redemption price required upon redemption of shares of Class B Preferred Stock 
in cash or in shares of Common Stock, or in a combination of such shares and 
cash, any such shares of Common Stock to be valued for such purpose at their 
Fair Market Value (as defined in Section 9(G)(2)); provided, however, that in 
calculating their Fair Market Value the Adjustment Period shall be deemed to be 
the five (5) consecutive trading days preceding the date of redemption.

        7.  Redemption at the Option of the Holder.

            (A)    Unless otherwise provided by law, shares of Class B 
Preferred Stock shall be redeemed by the Corporation out of funds legally 
available therefor for cash or, if the Corporation so elects, in shares of 
Common Stock, or a combination of such shares and cash, any such shares of 
Common Stock to be valued for such purpose as provided by Section 6(E), at a 
redemption price equal to the higher of (x) the Liquidation Price per share in 
effect on the date fixed for redemption or (y) the Fair Market Value of the 
number of shares of Common Stock into which each share of Class B Preferred 
Stock is convertible at the time the notice of such redemption is given plus in 
either case an amount equal to accrued (whether or not accumulated) and unpaid 
dividends thereon to the date fixed for redemption, at the option of the 
holder, at any time and from time to time upon notice to the Corporation given 
not less than five (5) business days prior to the date fixed by the holder in 
such notice of redemption, when and to the extent necessary for such holder to 
provide for distributions required to be made under, or to satisfy an 
investment election provided to participants in accordance with, the Employee 
Stock Ownership Plan incorporated in the Employees Savings Plan of Mobil Oil, 
or any successor plan or when the holder elects to redeem shares of Class B 
Preferred Stock in respect of any Regular or Supplemental Preferred Dividend (a 
"Dividend Redemption"). In the case of any Dividend Redemption, such holder 
shall give the notice specified above within five (5) business days after the 
related Dividend Payment Date and such redemption shall be effective as to such 
number of shares of Class B Preferred Stock as shall equal (x) the aggregate 
amount of such Regular or Supplemental Preferred Dividend with respect to 
shares of Class B Preferred Stock allocated or credited to the accounts of 
participants in the Employee Stock Ownership Plan incorporated in 

                                  29

the Employees Savings Plan of Mobil Oil, or any successor plan divided by (y) 
the redemption price specified above.

            (B)    Shares of Class B Preferred Stock shall be redeemed by the 
Corporation out of funds legally available therefor for cash or, if the 
Corporation so elects, in shares of Common Stock, or a combination of such 
shares of Common Stock and cash, any such shares of Common Stock to be valued 
for such purpose as provided by Section 6(E), at a redemption price equal to 
the Liquidation Price plus an amount equal to accrued and unpaid dividends 
thereon to the date fixed for redemption, at the option of the holder, at any 
time and from time to time upon notice to the Corporation given not less than 
five (5) business days prior to the date fixed by the holder in such notice for 
such redemption, upon certification by such holder to the Corporation of the 
following events: (i) when and to the extent necessary for such holder to make 
any payments of principal, interest or premium due and payable (whether as 
scheduled, upon acceleration or otherwise) upon any obligations of the trust 
established under the Employee Stock Ownership Plan incorporated in the 
Employees Savings Plan of Mobil Oil in connection with the acquisition of Class 
B Preferred Stock or any indebtedness, expenses or costs incurred by the holder 
for the benefit of the Plan; or (ii) when and if it shall be established to the 
satisfaction of the holder that the Plan has not initially been determined by 
the Internal Revenue Service to be qualified as a stock bonus plan and an 
employee stock ownership plan within the meaning of Sections 401(a) or 
4975(e)(7) of the Code, respectively.

        8.  Consolidation, Merger, etc.

            (A)    In the event that the Corporation shall consummate any 
consolidation or merger or similar transaction, however named, pursuant to 
which the outstanding shares of Common Stock are by operation of law exchanged 
solely for or changed, reclassified or converted solely into shares of any 
successor or resulting company (including the Corporation) that constitute 
"qualifying employer securities" that are common stock with respect to a holder 
of Class B Preferred Stock within the meanings of Section 409(1) of the Code 
and Section 407(d)(5) of ERISA, or any successor provision of law, and, if 
applicable, for a cash payment in lieu of fractional shares, if any, then, in 
such event, the terms of such consolidation or merger or similar transaction 
shall provide that the shares of Class B Preferred Stock of such holder shall 
be converted into or exchanged for and shall become preferred shares of such 
successor or resulting company, having in respect of such company insofar as 
possible the same powers, preferences and relative, participating, optional or 
other special rights (including the redemption rights provided by Sections 6, 
7, and 8 hereof), and the qualifications, limitations or restrictions thereon, 
that the Class B Preferred Stock had immediately prior to such transaction; 
provided, however, that after such transaction each share of stock into which 
the Class B Preferred Stock is so converted or for which it is exchanged shall 
be convertible, pursuant to the terms and conditions provided by Section 5 
hereof, into the number and kind of qualifying employer securities receivable 
by a holder of the number of shares of Common Stock into which such shares of 
Class B Preferred Stock could have been converted pursuant to Section 5 hereof 
immediately prior to such transaction and provided, further, that if by virtue 
of the structure of such transaction, a holder of Common Stock is required to 
make an election with respect to the nature and kind of consideration to be 
received in such transaction, which election cannot practicably be made by the 
holders of the Class B Preferred Stock, then such election shall be deemed to 
be solely for "qualifying employer securities" (together, if applicable, with a 
cash payment in lieu of fractional shares) with the effect provided above on 
the basis of the number 

                                 30

and kind of qualifying employer securities receivable by a holder of the number 
of shares of Common Stock into which the shares of Class B Preferred Stock 
could have been converted pursuant to Section 5 hereof immediately prior to 
such transaction (it being understood that if the kind or amount of qualifying 
employer securities receivable in respect of each share of Common Stock upon 
such transaction is not the same for each such share, then the kind and amount 
of qualifying employer securities deemed to be receivable in respect of each 
share of Common Stock for purposes of this proviso shall be the kind and amount 
so receivable per share of Common Stock by a plurality of such shares). The 
rights of the Class B Preferred Stock as preferred shares of such successor 
resulting company shall successively be subject to adjustments pursuant to 
Section 9 hereof after any such transaction as nearly equivalent to the 
adjustments provided for by such Section prior to such transaction. The 
Corporation shall not consummate any such merger, consolidation or similar 
transaction unless all the terms of this Section 8(A) are complied with.

            (B)    In the event that the Corporation shall consummate any 
consolidation or merger or similar transaction, however named, pursuant to 
which the outstanding shares of Common Stock are by operation of law exchanged 
for or changed, reclassified or converted into other shares or securities or 
cash or any other property, or any combination thereof, other than any such 
consideration which is constituted solely of qualifying employer securities 
that are common stock (as referred to in Section 8(A)) and cash payments, if 
applicable, in lieu of fractional shares, outstanding shares of Class B 
Preferred Stock shall, without any action on the part of the Corporation or any 
holder thereof (but subject to Section 8(C)), be automatically converted 
immediately prior to the consummation of such merger, consolidation or similar 
transaction into shares of Common Stock at the conversion rate then in effect 
so that each share of Class B Preferred Stock shall, by virtue of such 
transaction and on the same terms as apply to the holders of Common Stock, be 
converted into or exchanged for the aggregate amount of shares, securities, 
cash or other property (payable in like kind) receivable by a holder of the 
number of shares of Common Stock into which such shares of Class B Preferred 
Stock could have been converted immediately prior to such transaction if such 
holder of Common Stock failed to exercise any rights of election as to the kind 
or amount of shares, securities, cash or other property receivable upon such 
transaction (provided that, if the kind or amount of shares, securities, cash 
or other property receivable upon such transaction is not the same for each 
non-electing share, then the kind and amount of shares, securities, cash or 
other property receivable upon such transaction for each non-electing share 
shall be the kind and amount so receivable per share by a plurality of 
non-electing shares).

            (C)    In the event the Corporation shall enter into any agreement 
providing for any consolidation or merger or similar transaction described in 
Section 8(B), then the Corporation shall as soon as practicable thereafter (and 
in any event at least ten (10) business days before consummation of such 
transaction) give notice of such agreement and the material terms thereof to 
each holder of Class B Preferred Stock and each such holder shall have the 
right to elect, by written notice to the Corporation, to receive, upon 
consummation of such transaction (if and when such transaction is consummated), 
out of funds legally available therefor, from the Corporation or the successor 
of the Corporation, in redemption and retirement of such Class B Preferred 
Stock, in lieu of any cash or other securities which such holder would 
otherwise be entitled to receive under Section 8(B) hereof, a cash payment 
equal to the redemption price specified in Section 6(A) in effect on the date 
of the consummation of such transaction plus an amount equal to all accrued 
(whether or not accumulated) and unpaid dividends. No such notice 

                                31


of redemption shall be effective unless given to the Corporation prior to the 
close of business of the fifth business day prior to consummation of such 
transaction, unless the Corporation or the successor of the Corporation shall 
waive such prior notice, but any notice of redemption so given prior to such 
time may be withdrawn by notice of withdrawal given to the Corporation prior to 
the close of business on the fifth business day prior to consummation of such 
transaction.

        9.  Anti-dilution Adjustments.

            (A)(1) Subject to the provisions of Section 9(E), in the event the 
Corporation shall, at any time or from time to time while any of the shares of 
the Class B Preferred Stock are outstanding, (i) pay a dividend or make a 
distribution in respect of the Common Stock in shares of Common Stock or (ii) 
subdivide the outstanding shares of Common Stock into a greater number of 
shares, in each case whether by reclassification of shares, recapitalization of 
the Corporation (excluding a recapitalization or reclassification effected by a 
merger or consolidation to which Section 8 hereof applies) or otherwise, then, 
in such event, the Board of Directors shall, to the extent legally permissible, 
declare a dividend in respect of the Class B Preferred Stock in shares of Class 
B Preferred Stock (a "Special Dividend") in such a manner that a holder of 
Class B Preferred Stock will become a holder of that number of shares of Class 
B Preferred Stock equal to the product of the number of such shares held prior 
to such event times a fraction (the "Sec. 9(A) Non-Dilutive Share Fraction"), 
the numerator of which is the number of shares of Common Stock outstanding 
immediately after such event and the denominator of which is the number of 
shares of Common Stock outstanding immediately before such event. A Special 
Dividend declared pursuant to this Section 9(A)(1) shall be effective, upon 
payment of such dividend or distribution in respect of the Common Stock, as of 
the record date for the determination of shareholders entitled to receive such 
dividend or distribution (on a retroactive basis), and in the case of a 
subdivision shall become effective immediately as of the effective date 
thereof. Concurrently with the declaration of the Special Dividend pursuant to 
this Section 9(A)(1), the Conversion Price, the Liquidation Price and the 
Regular Preferred Dividend Rate of all shares of Class B Preferred Stock shall 
be adjusted by dividing the Conversion Price, the Liquidation Price and the 
Regular Preferred Dividend Rate, respectively, in effect immediately before 
such event by the Sec. 9(A) Non-Dilutive Share Fraction.

               (2) The Corporation and the Board of Directors shall each use 
its best efforts to take all necessary steps or to take all actions as are 
reasonably necessary or appropriate for declaration of the Special Dividend 
provided in Section 9(A)(1) but shall not be required to call a special meeting 
of shareholders in order to implement the provisions thereof. If for any reason 
the Board of Directors is precluded from giving full effect to the Special 
Dividend provided in Section 9(A)(1), then no such Special Dividend shall be 
declared, but instead the Conversion Price shall automatically be adjusted by 
dividing the Conversion Price in effect immediately before the event by the 
Sec. 9(A) Non-Dilutive Share Fraction and the Liquidation Price and the Regular 
Preferred Dividend Rate will not be adjusted. An adjustment to the Conversion 
Price made pursuant to this Section 9(A)(2) shall be given effect, upon payment 
of such a dividend or distribution, as of the record date for the determination 
of holders entitled to receive such dividend or distribution (on a retroactive 
basis), and in the case of a subdivision shall become effective immediately as 
of the effective date thereof. If subsequently the Board of Directors is able 
to give full effect to the Special Dividend as provided in Section 9(A)(1), 
then such Special Dividend will be declared and other adjustments will be made 
in accordance with the provisions 

                                32

of Section 9(A)(1) and the adjustment in the Conversion Price as provided in 
this Section 9(A)(2) will automatically be reversed and nullified 
prospectively.

               (3) Subject to the provisions of Section 9(E) hereof, in the 
event the Corporation shall, at any time or from time to time while any of the 
shares of the Class B Preferred Stock are outstanding, combine the outstanding 
shares of Common Stock into a lesser number of shares, whether by 
reclassification of shares, recapitalization of the Corporation (excluding a 
recapitalization or reclassification effected by a merger, consolidation or 
other transaction to which Section 8 hereof applies) or otherwise, then, in 
such event, the Conversion Price shall automatically be adjusted by dividing 
the Conversion Price in effect immediately before such event by the Sec. 9(A) 
Non-Dilutive Share Fraction and the Liquidation Price and the Regular Preferred 
Dividend Rate will not be adjusted. An adjustment to the Conversion Price made 
pursuant to this Section 9(A)(3) shall be given effect immediately as of the 
effective date of such combination.

            (B)(1) Subject to the provisions of Section 9(E), in the event the 
Corporation shall, at any time or from time to time while any of the shares of 
Class B Preferred Stock are outstanding issue to holders of shares of Common 
Stock as a dividend or distribution, including by way of reclassification of 
shares or a recapitalization of the Corporation, any right or warrant to 
purchase shares of Common Stock (but not including as a right or warrant for 
this purpose any security convertible into or exchangeable for shares of Common 
Stock) for a consideration having a Fair Market Value (as defined in Section 9 
(G)(2) hereof) per share less than the Fair Market Value of a share of Common 
Stock on the date of issuance of such right or warrant, then, in such event, 
the Board of Directors shall, to the extent legally permissible, declare a 
Special Dividend in such a manner that a holder of Class B Preferred Stock will 
become a holder of that number of shares of Class B Preferred Stock equal to 
the product of the number of such shares held prior to such event times a 
fraction (the "Sec. 9(B) Non-Dilutive Share Fraction"), the numerator of which 
is the number of shares of Common Stock outstanding immediately before such 
issuance of rights or warrants plus the maximum number of shares of Common 
Stock that could be acquired upon exercise in full of all such rights and 
warrants and the denominator of which is the number of shares of Common Stock 
outstanding immediately before such issuance of warrants or rights plus the 
number of shares of Common Stock which could be purchased at the Fair Market 
Value of a share of Common Stock at the time of such issuance for the maximum 
aggregate consideration payable upon exercise in full of all such rights and 
warrants. A Special Dividend declared pursuant to this Section 9(B)(1) shall be 
effective upon such issuance of rights or warrants. Concurrently with the 
declaration of the Special Dividend pursuant to this Section 9(B)(1), the 
Conversion Price, the Liquidation Price and the Regular Preferred Dividend Rate 
of all shares of Class B Preferred Stock shall be adjusted by dividing the 
Conversion Price, the Liquidation Price and the Regular Preferred Dividend 
Rate, respectively, in effect immediately before such event by the Sec. 9(B) 
Non-Dilutive Share Fraction.

               (2) The Corporation and the Board of Directors shall each use 
its best efforts to take all necessary steps or to take all actions as are 
reasonably necessary or appropriate for declaration of the Special Dividend 
provided in Section 9(B)(1) but shall not be required to call a special meeting 
of shareholders in order to implement the provisions thereof. If for any reason 
the Board of Directors is precluded from giving full effect to the Special 
Dividend provided in Section 9(B)(1), then no such Special Dividend shall be 
declared, but instead the Conversion Price shall automatically be adjusted by 
dividing the Conversion Price in effect immediately 

                                  33

before the event by the Sec. 9(B) Non-Dilutive Share Fraction and the 
Liquidation Price and the Preferred Dividend Rate will not be adjusted. An 
adjustment to the Conversion Price made pursuant to this Section 9(B)(2) shall 
be given effect upon issuance of rights or warrants. If subsequently the Board 
of Directors is able to give full effect to the Special Dividend as provided in 
Section 9(B)(1), then such Special Dividend will be declared and other 
adjustments will be made in accordance with the provisions of Section 9(B)(1) 
and the adjustment in the Conversion Price as provided in this Section 9(B)(2) 
will automatically be reversed and nullified prospectively.

            (C)(1)(i)    Subject to the provisions of Section 9(E), in the 
event the Corporation shall, at any time or from time to time while any of the 
shares of Class B Preferred Stock are outstanding, issue, sell or exchange 
shares of Common Stock (other than pursuant to (x) any right or warrant to 
purchase or acquire shares of Common Stock (including as such a right or 
warrant any security convertible into or exchangeable for shares of Common 
Stock), or (y) any employee or director incentive, compensation or benefit plan 
or arrangement of the Corporation or any subsidiary of the Corporation 
heretofore or hereafter adopted) at a purchase price per share less than the 
Fair Market Value of a share of Common Stock on the date of such issuance, sale 
or exchange, then, in such event, the Board of Directors shall, to the extent 
legally permissible, declare a Special Dividend in such a manner that a holder 
of Class B Preferred Stock will become the holder of that number of shares of 
Class B Preferred Stock equal to the product of the number of such shares held 
prior to such event times a fraction (the "Sec. 9(C)(1)(i) Non-Dilutive Share 
Fraction"), the numerator of which is the number of shares of Common Stock 
outstanding immediately before such issuance, sale or exchange plus the number 
of shares of Common Stock so issued, sold or exchanged and the denominator of 
which is the number of shares of Common Stock outstanding immediately before 
such issuance, sale or exchange plus the number of shares of Common Stock which 
could be purchased at the Fair Market Value of a share of Common Stock at the 
time of such issuance, sale or exchange for the maximum aggregate consideration 
paid therefor.

                  (ii)   In the event that the Corporation shall, at any time 
or from time to time while any Class B Preferred Stock is outstanding, issue, 
sell or exchange any right or warrant to purchase or acquire shares of Common 
Stock (including as such a right or warrant any security convertible into or 
exchangeable for shares of Common Stock other than pursuant to (x) any employee 
or director incentive, compensation or benefit plan or arrangement of the 
Corporation or any subsidiary of the Corporation heretofore or hereafter 
adopted and (y) any dividend or distribution on shares of Common Stock 
contemplated in Section 9(A)(1)) for a consideration having a Fair Market 
Value, on the date of such issuance, sale or exchange, less than the 
Non-Dilutive Amount (as defined in Section 9(G)(3) hereof), then, in such 
event, the Board of Directors shall, to the extent legally permissible, declare 
a Special Dividend in such a manner that a holder of Class B Preferred Stock 
will become the holder of that number of shares of Class B Preferred Stock 
equal to the product of the number of such shares held prior to such event 
times a fraction (the "Sec. 9(C)(1)(ii) Non-Dilutive Share Fraction"), the 
numerator of which is the number of shares of Common Stock outstanding 
immediately before such issuance of rights or warrants plus the maximum number 
of shares of Common Stock that could be acquired upon exercise in full of all 
such rights and warrants and the denominator of which is the number of shares 
of Common Stock outstanding immediately before such issuance of rights or 
warrants plus the number of shares of Common Stock which could be purchased at 
the Fair Market Value of a share of Common Stock at the time of such issuance 
for the total of (x) the maximum 

                              34

aggregate consideration payable at the time of the issuance, sale or exchange 
of such right or warrant and (y) the maximum aggregate consideration payable 
upon exercise in full of all such rights or warrants.

                  (iii)  A Special Dividend declared pursuant to this Section 
9(C)(1) shall be effective upon the effective date of such issuance, sale or 
exchange. Concurrently with the declaration of the Special Dividend pursuant to 
this Section 9(C)(1), the Conversion Price, the Liquidation Price and the 
Regular Preferred Dividend Rate of all shares of Class B Preferred Stock shall 
be adjusted by dividing the Conversion Price, the Liquidation Price and the 
Regular Preferred Dividend Rate, respectively, in effect immediately before 
such event by the Sec. 9(C)(1)(i) or Sec. 9(C)(1)(ii) Non-Dilutive Share 
Fraction, as the case may be.

               (2) The Corporation and the Board of Directors shall each use 
its best efforts to take all necessary steps or to take all actions as are 
reasonably necessary or appropriate for declaration of the Special Dividend 
provided in Section 9(C)(1)(i) or (ii) but shall not be required to call a 
special meeting of shareholders in order to implement the provisions thereof. 
If for any reason the Board of Directors is precluded from giving full effect 
to any Special Dividend provided in Section 9(C)(1), then no such Special 
Dividend shall be declared, but instead the Conversion Price shall 
automatically be adjusted by dividing the Conversion Price in effect 
immediately before the event by the Sec. 9(C)(1)(i) or Sec. 9(C)(1)(ii) 
Non-Dilutive Share Fraction, as the case may be, and the Liquidation Price and 
the Regular Preferred Dividend Rate will not be adjusted. An adjustment to the 
Conversion Price made pursuant to this Section 9(C)(2) shall be given effect 
upon the effective date of such issuance, sale or exchange. If subsequently the 
Board of Directors is able to give full effect to the Special Dividend as 
provided in Section 9(C)(1), then such Special Dividend will be declared and 
other adjustments will be made in accordance with the provisions of Section 
9(C)(1) and the adjustment in the Conversion Price as provided in this Section 
9(C)(2) will automatically be reversed and nullified prospectively.

            (D)(1) Subject to the provisions of Section 9(E), in the event the 
Corporation shall, at any time or from time to time while any of the shares of 
Class B Preferred Stock are outstanding, make an Extraordinary Distribution (as 
defined in Section 9(G)(1) hereof) in respect of the Common Stock, whether by 
dividend, distribution, reclassification of shares or recapitalization of the 
Corporation (including capitalization or reclassification effected by a merger 
or consolidation to which Section 8 hereof does not apply) or effect a Pro Rata 
Repurchase (as defined in Section 9(G)(4) hereof) of Common Stock, then, in 
such event, the Board of Directors shall, to the extent legally permissible, 
declare a Special Dividend in such a manner that a holder of Class B Preferred 
Stock will become a holder of that number of shares of Class B Preferred Stock 
equal to the product of the number of such shares held prior to such event 
times a fraction (the "Sec. 9(D) Non-Dilutive Share Fraction"), the numerator 
of which is the product of (a) the number of shares of Common Stock outstanding 
immediately before such Extraordinary Distribution or Pro Rata Repurchase 
minus, in the case of a Pro Rata Repurchase, the number of shares of Common 
Stock repurchased by the Corporation multiplied by (b) the Fair Market Value of 
a share of Common Stock on the day before the ex-dividend date with respect to 
an Extraordinary Distribution which is paid in cash and on the distribution 
date with respect to an Extraordinary Distribution which is paid other than in 
cash, or on the applicable expiration date (including all extensions thereof) 
of any tender offer which is a Pro Rata Repurchase or on the date of purchase 
with respect to any Pro Rata Repurchase which is not a 

                                 35

tender offer, as the case may be, and the denominator of which is (i) the 
product of (x) the number of shares of Common Stock outstanding immediately 
before such Extraordinary Distribution or Pro Rata Repurchase multiplied by (y) 
the Fair Market Value of a share of Common Stock on the day before the 
ex-dividend date with respect to an Extraordinary Distribution which is paid in 
cash and on the distribution date with respect to an Extraordinary Distribution 
which is paid other than in cash, or on the applicable expiration date 
(including all extensions thereof) of any tender offer which is a Pro Rata 
Repurchase, or on the date of purchase with respect to any Pro Rata Repurchase 
which is not a tender offer, as the case may be, minus (ii) the Fair Market 
Value of the Extraordinary Distribution or the aggregate purchase price of the 
Pro Rata Repurchase, as the case may be. The Corporation shall send each holder 
of Class B Preferred Stock (i) notice of its intent to make an Extraordinary 
Distribution and (ii) notice of any offer by the Corporation to make a Pro Rata 
Repurchase, in each case at the same time as, or as soon as practicable after, 
such offer is first communicated to holders of Common Stock or, in the case of 
an Extraordinary Distribution, the announcement of a record date in accordance 
with the rules of any stock exchange on which the Common Stock is listed or 
admitted to trading. Such notice shall indicate the intended record date and 
the amount and nature of such dividend or distribution, or the number of shares 
subject to such offer for a Pro Rata Repurchase and the purchase price payable 
by the Corporation pursuant to such offer, as well as the Conversion Price and 
the number of shares of Common Stock into which a share of Class B Preferred 
Stock may be converted at such time. Concurrently with the Special Dividend 
paid pursuant to this Section 9(D)(1), the Conversion Price, the Liquidation 
Price and the Regular Preferred Dividend Rate of all shares of Class B 
Preferred Stock shall be adjusted by dividing the Conversion Price, the 
Liquidation Price and the Regular Preferred Dividend Rate, respectively, in 
effect immediately before such Extraordinary Distribution or Pro Rata 
Repurchase by the Sec. 9(D) Non-Dilutive Share Fraction determined pursuant to 
this Section 9(D)(1).

               (2) The Corporation and the Board of Directors shall each use 
its best efforts to take all necessary steps or to take all actions as are 
reasonably necessary or appropriate for declaration of the Special Dividend 
provided in Section 9(D)(1) but shall not be required to call a special meeting 
of shareholders in order to implement the provisions thereof. If for any reason 
the Board of Directors is precluded from giving full effect to the Special 
Dividend provided in Section 9(D)(1), then no such Special Dividend shall be 
declared, but instead the Conversion Price shall automatically be adjusted by 
dividing the Conversion Price in effect immediately before the event by the 
Sec. 9(D) Non-Dilutive Share Fraction, and the Liquidation Price and the 
Regular Preferred Dividend Rate will not be adjusted. If subsequently the Board 
of Directors is able to give full effect to the Special Dividend as provided in 
Section 9(D)(1), then such Special Dividend will be declared and other 
adjustments will be made in accordance with the provisions of Section 9(D)(1) 
and the adjustment in the Conversion Price as provided in this Section 9(D)(2) 
will automatically be reversed and nullified prospectively.

            (E)    Notwithstanding any other provision of this Section 9, the 
Corporation shall not be required to make (i) any Special Dividend or any 
adjustment of the Conversion Price, the Liquidation Price or the Regular 
Preferred Dividend Rate unless such adjustment would require an increase or 
decrease of at least one percent (1%) in the number of shares of Class B 
Preferred Stock outstanding, or, (ii) if no additional shares of Class B 
Preferred Stock are issued, any adjustment of the Conversion Price unless such 
adjustment would require an increase or decrease of at least one percent (1%) 
in the Conversion Price. Any lesser adjustment 

                                 36

shall be carried forward and shall be made no later than the time of, and 
together with, the next subsequent adjustment which, together with any 
adjustment or adjustments so carried forward, shall amount to an increase or 
decrease of at least one percent (1%) of the number of shares of Class B 
Preferred Stock outstanding or, if no additional shares of Class B Preferred 
Stock are being issued, an increase or decrease of at least one percent (1%) of 
the Conversion Price, whichever the case may be.

            (F)    If the Corporation shall make any dividend or distribution 
on the Common Stock or issue any Common Stock, other capital stock or other 
security of the Corporation or any rights or warrants to purchase or acquire 
any such security, which transaction does not result in an adjustment to the 
number of shares of Class B Preferred Stock outstanding or the Conversion Price 
pursuant to the foregoing provisions of this Section 9, the Board of Directors 
of the Corporation may, in its sole discretion, consider whether such action is 
of such a nature that some type of equitable adjustment should be made in 
respect of such transaction. If in such case the Board of Directors of the 
Corporation determines that some type of adjustment should be made, an 
adjustment shall be made effective as of such date as determined by the Board 
of Directors of the Corporation. The determination of the Board of Directors of 
the Corporation as to whether some type of adjustment should be made pursuant 
to the foregoing provisions of this Section 9(F), and, if so, as to what 
adjustment should be made and when, shall be final and binding on the 
Corporation and all shareholders of the Corporation. The Corporation shall be 
entitled to make such additional adjustments, in addition to those required by 
the foregoing provisions of this Section 9, as shall be necessary in order that 
any dividend or distribution in shares of capital stock of the Corporation, 
subdivision, reclassification or combination of shares of the Corporation or 
any recapitalization of the Corporation shall not be taxable to holders of the 
Common Stock.

            (G)    For purposes hereof, the following definitions shall apply:

               (1) "Extraordinary Distribution" shall mean any dividend or 
other distribution to holders of Common Stock effected while any of the shares 
of Class B Preferred Stock are outstanding of (i) cash or (ii) any shares of 
capital stock of the Corporation (other than shares of Common Stock), other 
securities of the Corporation (other than securities of the type referred to in 
Section 9(B)), evidences of indebtedness of the Corporation or any other person 
or any other property (including shares of any subsidiary of the Corporation), 
or any combination thereof, where the aggregate amount of such cash dividend or 
other distribution together with the amount of all cash dividends and other 
distributions made during the preceding period of twelve (12) months, when 
combined with the aggregate amount of all Pro Rata Repurchases (for this 
purpose, including only that portion of the aggregate purchase price of such 
Pro Rata Repurchase which is in excess of the Fair Market Value of the Common 
Stock repurchased as determined on the applicable expiration date (including 
all extensions thereof) of any tender offer or exchange offer which is a Pro 
Rata Repurchase, or the date of purchase with respect to any other Pro Rata 
Repurchase which is not a tender offer or exchange offer) made during such 
period, exceeds twelve and one-half percent (12.5%) of the aggregate Fair 
Market Value of all shares of Common Stock outstanding on the day before the 
ex-dividend date with respect to such Extraordinary Distribution which is paid 
in cash and on the distribution date with respect to an Extraordinary 
Distribution which is paid other than in cash. The Fair Market Value of an 
Extraordinary Distribution for purposes of Section 9(D) shall be the sum of the 
Fair Market Value of such Extraordinary Distribution plus the aggregate amount 
of any cash dividends or 

                                37

other distributions which are not Extraordinary Distributions made during such 
twelve month period and not previously included in the calculation of an 
adjustment pursuant to Section 9(D), but shall exclude the aggregate amount of 
regular quarterly dividends declared by the Board of Directors and paid by the 
Corporation in such twelve month period.

               (2) "Fair Market Value" shall mean, as to shares of Common Stock 
or any other class of capital stock or securities of the Corporation or any 
other issuer which are publicly traded, the average of the Current Market 
Prices (as hereinafter defined) of such shares or securities for each day of 
the Adjustment Period (as hereinafter defined). "Current Market Price" of 
publicly traded shares of Common Stock or any other class of capital stock or 
other security of the Corporation or any other issuer for a day shall mean the 
last reported sales price, regular way, or, in case no sale takes place on such 
day, the average of the reported closing bid and asked prices, regular way, in 
either case as reported on the New York Stock Exchange Composite Tape or, if 
such security is not listed or admitted to trading on the New York Stock 
Exchange, on the principal national securities exchange on which such security 
is listed or admitted to trading or, if not listed or admitted to trading on 
any national securities exchange, on the NASDAQ National Market System or, if 
such security is not quoted on such National Market System, the average of the 
closing bid and asked prices on each such day in the over-the-counter market as 
reported by NASDAQ or, if bid and asked prices for such security on each such 
day shall not have been reported through NASDAQ, the average of the bid and 
asked prices for such day as furnished by any New York Stock Exchange member 
firm regularly making a market in such security selected for such purpose by 
the Board of Directors of the Corporation on each trading day during the 
Adjustment Period. "Adjustment Period" shall mean the period of five 
consecutive trading days, selected by the Board of Directors of the 
Corporation, during the twenty (20) trading days preceding, and including, the 
date as of which the Fair Market Value of a security is to be determined. The 
"Fair Market Value" of any security which is not publicly traded or of any 
other property shall mean the fair value thereof as determined by an 
independent investment banking or appraisal firm experienced in the valuation 
of such securities or property selected in good faith by the Board of Directors 
of the Corporation, or, if no such investment banking or appraisal firm is in 
the good faith judgment of the Board of Directors available to make such 
determination, as determined in good faith by the Board of Directors of the 
Corporation.

               (3) "Non-Dilutive Amount" in respect of an issuance, sale or 
exchange by the Corporation of any right or warrant to purchase or acquire 
shares of Common Stock (including any security convertible into or exchangeable 
for shares of Common Stock) shall mean the difference between (i) the product 
of the Fair Market Value of a share of Common Stock on the day preceding the 
first public announcement of such issuance, sale or exchange multiplied by the 
maximum number of shares of Common Stock which could be acquired on such date 
upon the exercise in full of such rights or warrants (including upon the 
conversion or exchange of all such convertible or exchangeable securities), 
whether or not exercisable (or convertible or exchangeable) at such date, and 
(ii) the aggregate amount payable pursuant to such right or warrant to purchase 
or acquire such maximum number of shares of Common Stock; provided, however, 
that in no event shall the Non-Dilutive Amount be less than zero. For purposes 
of the foregoing sentence, in the case of a security convertible into or 
exchangeable for shares of Common Stock, the amount payable pursuant to a right 
or warrant to purchase or acquire shares of Common Stock shall be the Fair 
Market Value of such security on the date of the issuance, sale or exchange of 
such security by the Corporation. 

                                38

               (4) "Pro Rata Repurchase" shall mean any purchase of shares of 
Common Stock by the Corporation or any subsidiary thereof, whether for cash, 
shares of capital stock of the Corporation, other securities of the 
Corporation, evidences of indebtedness of the Corporation or any other person 
or any other property (including shares of a subsidiary of the Corporation ), 
or any combination thereof, effected while any of the shares of Class B 
Preferred Stock are outstanding, pursuant to any tender offer or exchange offer 
subject to Section 13(e) of the Securities Exchange Act of 1934, as amended 
(the "Exchange Act"), or any successor provision of law, or pursuant to any 
other offer available to substantially all holders of Common Stock, provided, 
however, that no purchase of shares by the Corporation or any subsidiary 
thereof made in open market transactions shall be deemed a Pro Rata Repurchase. 
For purposes of this Section 9(G), shares shall be deemed to have been 
purchased by the Corporation or any subsidiary thereof "in open market 
transactions" if they have been purchased substantially in accordance with the 
requirements of Rule 10b-18 as in effect under the Exchange Act on the date 
shares of Class B Preferred Stock are initially issued by the Corporation or on 
such other terms and conditions as the Board of Directors of the Corporation 
shall have determined are reasonably designed to prevent such purchases from 
having a material effect on the trading market for the Common Stock.

            (H)    Whenever an adjustment increasing the number of shares of 
Class B Preferred Stock outstanding is required pursuant hereto, the Board of 
Directors shall take action as is necessary so that a sufficient number of 
shares of Class B Preferred Stock are designated with respect to such increase 
resulting from such adjustment. Whenever an adjustment to the Conversion Price, 
the Liquidation Price or the Regular Preferred Dividend Rate of the Class B 
Preferred Stock is required pursuant hereto, the Corporation shall forthwith 
place on file with the transfer agent for the Common Stock and the Class B 
Preferred Stock, if there be one, and with the Treasurer of the Corporation, a 
statement signed by the Treasurer or any Assistant Treasurer of the Corporation 
stating the adjusted Conversion Price, Liquidation Price and Regular Preferred 
Dividend Rate determined as provided herein. Such statement shall set forth in 
reasonable detail such facts as shall be necessary to show the reason and the 
manner of computing such adjustment, including any determination of Fair Market 
Value involved in such computation. Promptly after each adjustment to the 
number of shares of Class B Preferred Stock outstanding, the Conversion Price, 
the Liquidation Price or the Regular Preferred Dividend Rate, the Corporation 
shall mail a notice thereof and of the then prevailing number of shares of 
Class B Preferred Stock outstanding, the Conversion Price, the Liquidation 
Price and the Regular Preferred Dividend Rate to each holder of shares of Class 
B Preferred Stock. 

        10. Miscellaneous 

            (A)    All notices referred to herein shall be in writing, and all 
notices hereunder shall be deemed to have been given upon the earlier of 
receipt thereof or three (3) business days after the mailing thereof if sent by 
registered mail (unless first-class mail shall be specifically permitted for 
such notice under the terms hereof) with postage prepaid, addressed: (i) if to 
the Corporation, to its office at 5959 Las Colinas Boulevard, Irving, Texas 
75039 (Attention: Treasurer) or to the transfer agent for the Class B Preferred 
Stock, or other agent of the Corporation designated as permitted hereby or (ii) 
if to any holder of the Class B Preferred Stock or Common Stock, as the case 
may be, to such holder at the address of such holder as listed in the stock 
record books of the Corporation (which may include the records of any transfer 
agent for the Class B Preferred Stock or Common Stock, as the case may be) or 
(iii) to such other 

                               39

address as the Corporation or any such holder, as the case may be, shall have 
designated by notice similarly given.

            (B)    The term "Common Stock" as used herein means the 
Corporation's no par value common stock, as the same exists at the Effective 
Date, or any other class of stock resulting from successive changes or 
reclassifications of such Common Stock consisting solely of changes in par 
value, or from par value to without par value, or from without par value to par 
value.  In the event that, at any time as a result of an adjustment made 
pursuant to Section 9 hereof, the holder of any shares of the Class B Preferred 
Stock upon thereafter surrendering such shares for conversion shall become 
entitled to receive any shares or other securities of the Corporation other 
than shares of Common Stock, the anti-dilution provisions contained in Section 
9 hereof shall apply in a manner and on terms as nearly equivalent as 
practicable to the provisions with respect to Common Stock, and the provisions 
of Sections 1 through 8 and 10 hereof with respect to the Common Stock shall 
apply on like or similar terms to any such other shares of securities.

            (C)    The term "Effective Date" shall mean the date of 
effectiveness of the Certificate of Merger of Lion Acquisition Subsidiary 
Corporation with and into Mobil Corporation filed in the office of the 
Secretary of State of the State of Delaware.

            (D)    The Corporation shall pay any and all stock transfer and 
documentary stamp taxes that may be payable in respect of any issuance or 
delivery of shares of Class B Preferred Stock or shares of Common Stock or 
other securities issued on account of Class B Preferred Stock pursuant thereto 
or certificate representing such shares or securities. The Corporation shall 
not, however, be required to pay any such tax which may be payable in respect 
of any transfer involved in the issuance or delivery of shares of Class B 
Preferred Stock or Common Stock or other securities in a name other than that 
in which the shares of Class B Preferred Stock with respect to which such 
shares or other securities are issued or delivered were registered, or in 
respect of any payment to any person with respect to any such shares or 
securities other than a payment to the registered holder thereof, and shall not 
be required to make any such issuance, delivery or payment unless and until the 
person otherwise entitled to such issuance, delivery or payment has paid to the 
Corporation the amount of any such tax or has established, to the satisfaction 
of the Corporation, that such tax has been paid or is not payable.

            (E)    In the event that a holder of shares of Class B Preferred 
Stock shall not by written notice designate the name in which shares of Common 
Stock to be issued upon conversion of such shares should be registered or to 
whom payment upon redemption of shares of Class B Preferred Stock should be 
made or the address to which the certificate or certificates representing such 
shares, or such payment, should be sent, the Corporation shall be entitled to 
register such shares, and make such payment, in the name of the holder of such 
Class B Preferred Stock as shown on the records of the Corporation and to send 
the certificate or certificates or other documentation representing such 
shares, or such payment, to the address of such holder shown on the records of 
the Corporation.

            (F)    The Corporation may appoint, and from time to time discharge 
and change, a transfer agent for the Class B Preferred Stock. Upon any such 
appointment or discharge of a transfer agent, the Corporation shall send notice 
thereof by first-class mail, postage prepaid, to each holder of record of Class 
B Preferred Stock.

                                40

            (G)    Any shares of Common Stock into which the shares of Class B 
Preferred Stock shall be converted, may be uncertificated shares, provided that 
                                                                  ________
the names of the holders of all uncertificated shares and the number of such 
shares held by each holder shall be registered at the offices of the 
Corporation or the transfer agent for such shares. In the event that any shares 
shall be uncertificated, all references herein to surrender or issuance of 
stock certificates shall have no application to such uncertificated shares.