Agreement and Plan of Merger - Mobil Corp. and Exxon Corp.



                          AGREEMENT AND PLAN OF MERGER

                                   dated as of

                                December 1, 1998

                                      among

                                MOBIL CORPORATION

                                EXXON CORPORATION

                                       and

                     LION ACQUISITION SUBSIDIARY CORPORATION











                              TABLE OF CONTENTS(1)
                             ----------------------

                                                                        PAGE
                                                                        ----

                                    ARTICLE 1
                                   THE MERGER

SECTION 1.01.  The Merger  ...............................................2
SECTION 1.02.  Conversion of Shares.......................................2
SECTION 1.03.  Surrender and Payment......................................4
SECTION 1.04.  Stock Options..............................................6
SECTION 1.05.  Adjustments ...............................................8
SECTION 1.06.  Fractional Shares..........................................8
SECTION 1.07.  Withholding Rights.........................................9
SECTION 1.08.  Lost Certificates..........................................9
SECTION 1.09.  Shares Held by Company Affiliates..........................9
SECTION 1.10.  Dissenter's Rights........................................10

                                    ARTICLE 2
                           CERTAIN GOVERNANCE MATTERS

SECTION 2.01.  Acquiror Name.............................................10
SECTION 2.02.  Acquiror Board of Directors...............................10
SECTION 2.03.  Transition Committee......................................11
SECTION 2.04.  Certificate of Incorporation of the Surviving
                           Corporation...................................11
SECTION 2.05.  By-laws of the Surviving Corporation......................11
SECTION 2.06.  Directors and Officers of the Surviving
                           Corporation...................................11

                                    ARTICLE 3
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

SECTION 3.01.  Corporate Existence and Power.............................12
SECTION 3.02.  Corporate Authorization...................................12
SECTION 3.03.  Governmental Authorization................................13
SECTION 3.04.  Non-Contravention.........................................13
SECTION 3.05.  Capitalization of the Company.............................14
SECTION 3.06.  Subsidiaries..............................................15
--------
         1 The Table of Contents is not a part of this Agreement.




                                        i




                                                                        PAGE
                                                                        ----

SECTION 3.07.  SEC Filings ..............................................16
SECTION 3.08.  Financial Statements......................................17
SECTION 3.09.  Disclosure Documents......................................17
SECTION 3.10.  Absence of Certain Changes................................18
SECTION 3.11.  No Undisclosed Material Liabilities.......................19
SECTION 3.12.  Litigation  ..............................................19
SECTION 3.13.  Taxes       ..............................................19
SECTION 3.14.  Employee Benefit Plans....................................20
SECTION 3.15.  Compliance with Laws......................................22
SECTION 3.16.  Finders' or Advisors' Fees................................22
SECTION 3.17.  Environmental Matters.....................................22
SECTION 3.18.  Opinion of Financial Advisor..............................23
SECTION 3.19.  Pooling; Tax Treatment....................................23
SECTION 3.20.  Pooling Letter............................................23
SECTION 3.21.  Takeover Statutes.........................................23
SECTION 3.22.  Rights Agreement..........................................24

                                    ARTICLE 4
                   REPRESENTATIONS AND WARRANTIES OF ACQUIROR

SECTION 4.01.  Corporate Existence and Power.............................24
SECTION 4.02.  Corporate Authorization...................................24
SECTION 4.03.  Governmental Authorization................................25
SECTION 4.04.  Non-Contravention.........................................25
SECTION 4.05.  Capitalization............................................26
SECTION 4.06.  Subsidiaries..............................................27
SECTION 4.07.  SEC Filings ..............................................28
SECTION 4.08.  Financial Statements......................................28
SECTION 4.09.  Disclosure Documents......................................29
SECTION 4.10.  Absence of Certain Changes................................30
SECTION 4.11.  No Undisclosed Material Liabilities.......................30
SECTION 4.12.  Litigation  ..............................................30
SECTION 4.13.  Taxes       ..............................................31
SECTION 4.14.  Employee Benefit Plans....................................31
SECTION 4.15.  Compliance with Laws......................................32
SECTION 4.16.  Finders' or Advisors' Fees................................33
SECTION 4.17.  Environmental Matters.....................................33
SECTION 4.18.  Opinion of Financial Advisor..............................33
SECTION 4.19.  Pooling; Tax Treatment....................................33
SECTION 4.20.  Pooling Letter............................................34





                                       ii




                                                                        PAGE
                                                                        ----

                                    ARTICLE 5
                            COVENANTS OF THE COMPANY

SECTION 5.01.  Conduct of the Company....................................34
SECTION 5.02.  Company Stockholder Meeting; Proxy Material...............36
SECTION 5.03.  Other Offers..............................................37

                                    ARTICLE 6
                              COVENANTS OF ACQUIROR

SECTION 6.01.  Conduct of Acquiror.......................................39
SECTION 6.02.  Obligations of Merger Subsidiary..........................40
SECTION 6.03.  Director and Officer Liability............................40
SECTION 6.04.  Acquiror Stockholder Meeting; Form S-4....................41
SECTION 6.05.  Stock Exchange Listing....................................42
SECTION 6.06.  Employee Benefits.........................................42

                                    ARTICLE 7
                      COVENANTS OF ACQUIROR AND THE COMPANY

SECTION 7.01. Best Efforts ..............................................45
SECTION 7.02.  Certain Filings...........................................45
SECTION 7.03.  Access to Information.....................................46
SECTION 7.04.  Tax and Accounting Treatment..............................46
SECTION 7.05.  Public Announcements......................................46
SECTION 7.06.  Further Assurances........................................47
SECTION 7.07.  Notices of Certain Events.................................47
SECTION 7.08.  Affiliates  ..............................................47
SECTION 7.09.  Payment of Dividends......................................48

                                    ARTICLE 8
                            CONDITIONS TO THE MERGER

SECTION 8.01.  Conditions to the Obligations of Each Party...............48
SECTION 8.02.  Conditions to the Obligations of Acquiror and
                           Merger Subsidiary.............................49
SECTION 8.03.  Conditions to the Obligations of the Company..............51





                                       iii




                                                                        PAGE
                                                                        ----

                                    ARTICLE 9
                                   TERMINATION

SECTION 9.01.  Termination ..............................................52
SECTION 9.02.  Effect of Termination.....................................54

                                   ARTICLE 10
                                  MISCELLANEOUS

SECTION 10.01.  Notices    ..............................................54
SECTION 10.02.  Non-Survival of Representations and
                           Warranties....................................55
SECTION 10.03.  Amendments; No Waivers...................................55
SECTION 10.04.  Expenses   ..............................................55
SECTION 10.05.  Successors and Assigns...................................57
SECTION 10.06.  Governing Law............................................57
SECTION 10.07.  Jurisdiction.............................................57
SECTION 10.08.  Waiver of Jury Trial.....................................57
SECTION 10.09.  Counterparts; Effectiveness..............................58
SECTION 10.10.  Entire Agreement.........................................58
SECTION 10.11.  Captions   ..............................................58
SECTION 10.12.  Severability.............................................58

                             EXHIBITS AND SCHEDULES

Exhibit A    -  Stock Option Agreement
Exhibit B-1  -  Affiliate's Letter Relating to Pooling (Company)
Exhibit B-2  -  Affiliate's Letter Relating to Pooling (Acquiror)
Exhibit B-3  -  Affiliate's Letter (Company)
Exhibit C-1  -  Tax Certificate (Acquiror)
Exhibit C-2  -  Tax Certificate (Company)

Schedule 1.04
Schedule 3.01
Schedule 3.04
Schedule 3.06(a)
Schedule 3.06(b)
Schedule 3.10
Schedule 3.11(c)
Schedule 3.13
Schedule 3.14
Schedule 4.11(c)
Schedule 4.13
Schedule 4.14
Schedule 7.08(a)
Schedule 7.08(b)
Schedule 8.01(e)



                                       iv
















                          AGREEMENT AND PLAN OF MERGER


         AGREEMENT AND PLAN OF MERGER dated as of December 1, 1998 among Mobil
Corporation, a Delaware corporation (the "Company"), Exxon Corporation, a New
Jersey corporation ("Acquiror"), and Lion Acquisition Subsidiary Corporation, a
newly-formed Delaware corporation and a wholly-owned first-tier subsidiary of
Acquiror ("Merger Subsidiary").

         WHEREAS, the respective Boards of Directors of Acquiror, Merger
Subsidiary and the Company have approved this Agreement, and deem it advisable
and in the best interests of their respective stockholders to consummate the
merger of Merger Subsidiary with and into the Company on the terms and
conditions set forth herein;

         WHEREAS, for United States federal income tax purposes, it is intended
that the Merger contemplated by this Agreement qualify as a "reorganization"
within the meaning of Section 368 of the Internal Revenue Code of 1986, as
amended (the "Code"), and the rules and regulations promulgated thereunder;

         WHEREAS, for accounting purposes, it is intended that the Merger be
accounted for as a pooling of interests under United States generally accepted
accounting principles ("GAAP"); and

         WHEREAS, as a condition and inducement to Acquiror entering into this
Agreement and incurring the obligations set forth herein, concurrently with the
execution and delivery of this Agreement, Acquiror and the Company are entering
into a Stock Option Agreement in the form of Exhibit A hereto (the "Option
Agreement") pursuant to which the Company has granted Acquiror an option,
exercisable under the circumstances specified therein, to purchase shares of
common stock, par value $1.00 per share, of the Company (the "Shares").

         NOW, THEREFORE, in consideration of the promises and the respective
representations, warranties, covenants, and agreements set forth herein, the
parties hereto agree as follows:




                                        1





                                    ARTICLE 1
                                   THE MERGER

         SECTION 1.01. The Merger. (a) At the Effective Time, Merger Subsidiary
shall be merged (the "Merger") with and into the Company in accordance with the
requirements of the General Corporation Law of the State of Delaware (the
"Delaware Law"), whereupon the separate existence of Merger Subsidiary shall
cease, and the Company shall be the surviving corporation in the Merger (the
"Surviving Corporation").

          (b) As soon as practicable after satisfaction or, to the extent
permitted hereunder, waiver of all conditions to the Merger, the Company and
Merger Subsidiary will file a certificate of merger with the Secretary of State
of the State of Delaware and make all other filings or recordings required by
Delaware Law in connection with the Merger. The Merger shall become effective at
such time as the certificate of merger is duly filed with the Secretary of State
of the State of Delaware or at such later time as is specified in the
certificate of merger (the "Effective Time").

          (c) From and after the Effective Time, the Surviving Corporation shall
possess all the rights, privileges, powers and franchises and be subject to all
of the restrictions, disabilities and duties of the Company and Merger
Subsidiary, all as provided under Delaware Law.

         (d) The closing of the Merger (the "Closing") shall take place (i) at
the offices of Davis Polk & Wardwell, 450 Lexington Avenue, New York, NY, as
soon as practicable, but in any event within three business days after the day
on which the last to be fulfilled or waived of the conditions set forth in
Article 8 (other than those conditions that by their nature are to be fulfilled
at the Closing, but subject to the fulfillment or waiver of such conditions)
shall be fulfilled or waived in accordance with this Agreement or (ii) at such
other place and time or on such other date as the Company and Acquiror may agree
in writing (the "Closing Date").

         SECTION 1.02. Conversion of Shares. (a) At the Effective Time by virtue
of the Merger and without any action on the part of the holder thereof:

          (i) each Share held by the Company as treasury stock or owned by
         Acquiror or any subsidiary of Acquiror (excluding Shares, if any, held
         in any "Rabbi trust" identified on Schedule 3.14, which may be
         accounted for as treasury stock ("Rabbi Trust Shares")) immediately
         prior to the Effective Time (together with the associated Company Right
         (as defined




                                        2





         in Section 3.05), if any) shall be canceled, and no payment shall be
         made with respect thereto;

              (ii) each share of common stock of Merger Subsidiary outstanding
         immediately prior to the Effective Time shall be converted into
         and become one share of common stock of the Surviving Corporation
         with the same rights, powers and privileges as the shares so
         converted and shall constitute the only outstanding shares of
         capital stock of the Surviving Corporation;

              (iii) each Share (including each Rabbi Trust Share)
         (together with the associated Company Right) outstanding
         immediately prior to the Effective Time shall, except as otherwise
         provided in Section 1.02(a)(i), be converted into the right to
         receive 1.32015 (the "Exchange Ratio") shares of fully paid and
         nonassessable common stock, without par value, of Acquiror
         ("Acquiror Common Stock"); and

              (iv)  Each issued and outstanding share of Series B ESOP
         Convertible Preferred Stock, par value $1.00 per share, of the
         Company (the "Series B Preferred Stock") held in the leveraged
         ESOP portion of the Company's Employee Savings Plan (the
         "Leveraged ESOP"), other than Dissenting Shares, shall be
         converted into the right to receive one validly issued, fully paid
         and nonassessable share of a new series of preferred stock to be
         issued by Acquiror (as a successor under Section 8(A) of the
         Certificate of Designation, Preferences and Rights establishing
         the Series B Preferred Stock) at the Effective Time (the "Acquiror
         Preferred Stock").  Each share of Acquiror Preferred Stock shall,
         to the extent possible, have terms that are identical to those of
         the Series B Preferred Stock immediately prior to the Effective
         Time, except that, (a) as a result of the Merger the issuer
         thereof shall be Acquiror rather than the Company, and (b) upon
         conversion thereof (at the same times and subject to the same
         terms and conditions under which Series B Preferred Stock is
         convertible into Shares) each share of Acquiror Preferred Stock
         shall be converted into that Merger Consideration (as defined
         below) which the holder thereof would have received had the Series
         B Preferred Stock of such holder been converted into Shares
         immediately prior to the Effective Time.

          (b) All Acquiror Common Stock issued as provided in this Section 1.02
shall be of the same class and shall have the same terms as the currently
outstanding Acquiror Common Stock. Acquiror shall, following the Closing, except
as provided in Section 1.03(c), pay all stamp duties and stamp duty reserve tax,
if any, imposed in connection with the issuance or creation of the Acquiror




                                        3





Common Stock and Acquiror Preferred Stock in connection with the Merger. The
Company shall have the right to approve the Certificate of Designations
establishing the Acquiror Preferred Stock, such approval not to be unreasonably
withheld.

          (c) From and after the Effective Time, all Shares (together with the
associated Company Rights) converted in accordance with Section 1.02(a)(iii) and
all Series B Preferred Stock (other than Dissenting Shares) converted in
accordance with Section 1.02(a)(iv) shall no longer be outstanding and shall
automatically be canceled and retired and shall cease to exist, and each holder
of a certificate representing any such Shares or Series B Preferred Stock shall
cease to have any rights with respect thereto, except the right to receive the
Merger Consideration or Preferred Merger Consideration (each as defined below),
as applicable, and any dividends payable pursuant to Section 1.03(f). From and
after the Effective Time, all certificates representing the common stock of
Merger Subsidiary shall be deemed for all purposes to represent the number of
shares of common stock of the Surviving Corporation into which they were
converted in accordance with Section 1.02(a)(ii).

          (d) The Acquiror Common Stock to be received as consideration pursuant
to the Merger by each holder of Shares (together with cash in lieu of fractional
shares of Acquiror Common Stock as specified below) is referred to herein as the
"Merger Consideration". The Acquiror Preferred Stock to be received as
consideration pursuant to the Merger by each holder of Series B Preferred Stock
is referred to herein as the "Preferred Merger Consideration."

          (e) For purposes of this Agreement, the word "Subsidiary" when used
with respect to any Person means any other Person, whether incorporated or
unincorporated, of which (i) more than fifty percent of the securities or other
ownership interests or (ii) securities or other interests having by their terms
ordinary voting power to elect more than fifty percent of the board of directors
or others performing similar functions with respect to such corporation or other
organization, is directly owned or controlled by such Person or by any one or
more of its Subsidiaries. For purposes of this Agreement, "Person" means an
individual, a corporation, a limited liability company, a partnership, an
association, a trust or any other entity or organization, including a government
or political subdivision or any agency or instrumentality thereof.

         SECTION 1.03.  Surrender and Payment.  (a) Prior to the Effective Time,
Acquiror shall appoint an agent reasonably acceptable to the Company (the
"Exchange Agent") for the purpose of exchanging certificates representing
Shares or Series B Preferred Stock (the "Certificates") for the Merger
Consideration or Preferred Merger Consideration, as applicable.  Acquiror will




                                        4





make available to the Exchange Agent, as needed, the Merger Consideration and
Preferred Merger Consideration to be paid in respect of the Shares and the
Series B Preferred Stock, respectively. Promptly after the Effective Time,
Acquiror will send, or will cause the Exchange Agent to send, to each holder of
record at the Effective Time of Shares and Series B Preferred Stock a letter of
transmittal for use in such exchange (which shall specify that the delivery
shall be effected, and risk of loss and title shall pass, only upon proper
delivery of the Certificates to the Exchange Agent) in such form as the Company
and Acquiror may reasonably agree, for use in effecting delivery of Shares and
Series B Preferred Stock to the Exchange Agent.

          (b) Each holder of Shares that have been converted into a right to
receive the Merger Consideration, upon surrender to the Exchange Agent of a
Certificate, together with a properly completed letter of transmittal, will be
entitled to receive the Merger Consideration in respect of the Shares
represented by such Certificate. Until so surrendered, each such Certificate
shall, after the Effective Time, represent for all purposes only the right to
receive such Merger Consideration. Each holder of Series B Preferred Stock that
has been converted into a right to receive the Preferred Merger Consideration,
upon surrender to the Exchange Agent of a Certificate, together with a properly
completed letter of transmittal, will be entitled to receive the Preferred
Merger Consideration in respect of the Series B Preferred Stock represented by
such Certificate. Until so surrendered, each such Certificate shall, after the
Effective Time, represent for all purposes only the right to receive such
Preferred Merger Consideration.

          (c) If any portion of the Merger Consideration or the Preferred Merger
Consideration is to be paid to a Person other than the Person in whose name the
Certificate is registered, it shall be a condition to such payment that the
Certificate so surrendered shall be properly endorsed or otherwise be in proper
form for transfer and that the Person requesting such payment shall pay to the
Exchange Agent any transfer or other taxes required as a result of such payment
to a Person other than the registered holder of such Certificate or establish to
the satisfaction of the Exchange Agent that such tax has been paid or is not
payable.

          (d) After the Effective Time, there shall be no further registration
of transfers of Shares or Series B Preferred Stock. If, after the Effective
Time, Certificates are presented to the Surviving Corporation, they shall be
canceled and exchanged for the consideration provided for, and in accordance
with the procedures set forth, in this Article 1.

          (e) Any portion of the Merger Consideration or the Preferred Merger
Consideration made available to the Exchange Agent pursuant to Section 1.03(a)
that remains unclaimed by the holders of Shares or Series B Preferred Stock one




                                        5





year after the Effective Time shall be returned to Acquiror, upon demand, and
any such holder who has not exchanged his Shares for the Merger Consideration or
the Series B Preferred Stock for the Preferred Merger Consideration, as
applicable, in accordance with this Section prior to that time shall thereafter
look only to Acquiror for payment of the Merger Consideration in respect of his
Shares or the Preferred Merger Consideration in respect of the Series B
Preferred Stock. Notwithstanding the foregoing, Acquiror shall not be liable to
any holder of Shares or Series B Preferred Stock for any amount paid to a public
official pursuant to applicable abandoned property laws. Any amounts remaining
unclaimed by holders of Shares or Series B Preferred Stock three years after the
Effective Time (or such earlier date immediately prior to such time as such
amounts would otherwise escheat to or become property of any governmental
entity) shall, to the extent permitted by applicable law, become the property of
Acquiror free and clear of any claims or interest of any Person previously
entitled thereto.

          (f) No dividends or other distributions with respect to Acquiror
Common Stock or Acquiror Preferred Stock issued in the Merger shall be paid to
the holder of any unsurrendered Certificates until such Certificates are
surrendered as provided in this Section. Subject to the effect of applicable
laws, following such surrender, there shall be paid, without interest, to the
record holder of the Acquiror Common Stock or Acquiror Preferred Stock, as
appropriate, issued in exchange therefor (i) at the time of such surrender, all
dividends and other distributions payable in respect of such Acquiror Common
Stock or Acquiror Preferred Stock, as the case may be, with a record date after
the Effective Time and a payment date on or prior to the date of such surrender
and not previously paid and (ii) at the appropriate payment date, the dividends
or other distributions payable with respect to such Acquiror Common Stock or
Acquiror Preferred Stock, as the case may be, with a record date after the
Effective Time but with a payment date subsequent to such surrender. For
purposes of dividends or other distributions in respect of Acquiror Common Stock
and Acquiror Preferred Stock, all Acquiror Common Stock and Acquiror Preferred
Stock to be issued pursuant to the Merger (but not options therefor issued
pursuant to Section 1.04 unless actually exercised at the Effective Time) shall
be entitled to dividends pursuant to the immediately preceding sentence as if
issued and outstanding as of the Effective Time.

         SECTION 1.04. Stock Options. (a) At the Effective Time, each
outstanding option to purchase Shares (a "Company Stock Option") granted under
the Company's plans identified in Schedule 1.04 as being the only compensation
or benefit plans or agreements pursuant to which Shares may be issued
(collectively, the "Company Stock Option Plans"), whether vested or not vested,
shall be deemed assumed by Acquiror and shall thereafter be deemed to constitute
an




                                        6





option to acquire, on the same terms and conditions as were applicable under
such Company Stock Option prior to the Effective Time (in accordance with the
past practice of the Company with respect to interpretation and application of
such terms and conditions), the number (rounded down to the nearest whole
number) of shares of Acquiror Common Stock determined by multiplying (x) the
number of Shares subject to such Company Stock Option immediately prior to the
Effective Time by (y) the Exchange Ratio, at a price per share of Acquiror
Common Stock (rounded up to the nearest whole cent) equal to (A) the exercise
price per Share otherwise purchasable pursuant to such Company Stock Option
divided by (B) the Exchange Ratio. In addition, prior to the Effective Time, the
Company will make any amendments to the terms of such stock option or
compensation plans or arrangements that are necessary to give effect to the
transactions contemplated by this Section. The Company represents that no
consents are necessary to give effect to the transactions contemplated by this
Section.

          (b) Acquiror shall take all corporate action necessary to reserve for
issuance a sufficient number of shares of Acquiror Common Stock and Acquiror
Preferred Stock for delivery pursuant to the terms set forth in this Section
1.04.

          (c) At the Effective Time, each award or account (including restricted
stock, stock equivalents and stock units, but excluding Company Stock Options)
outstanding as of the date hereof ("Company Award") that has been established,
made or granted under any employee incentive or benefit plans, programs or
arrangements and non-employee director plans maintained by the Company on or
prior to the date hereof which provide for grants of equity-based awards or
equity- based accounts shall be amended or converted into a similar instrument
of Acquiror, in each case with such adjustments to the terms and conditions of
such Company Awards as are appropriate to preserve the value inherent in such
Company Awards with no detrimental effects on the holders thereof. The other
terms and conditions of each Company Award, and the plans or agreements under
which they were issued, shall continue to apply in accordance with their terms
and conditions, including any provisions for acceleration (as such terms and
conditions have been interpreted and applied by the Company in accordance with
its past practice). The Company represents that (i) there are no Company Awards
or Company Stock Options other than those reflected in Section 3.05 and (ii) all
employee incentive or benefit plans, programs or arrangements and non-employee
director plans under which any Company Award has been established, made or
granted and all Company Stock Option Plans are disclosed in Schedule 1.04.

          (d) At the Effective Time, Acquiror shall file with the Securities and
Exchange Commission (the "SEC") a registration statement on an appropriate form
or a post-effective amendment to a previously filed registration statement under
the Securities Act of 1933, as amended (the "1933 Act"), with respect to the




                                        7





Acquiror Common Stock subject to options and other equity-based awards issued
pursuant to this Section 1.04, and shall use its reasonable best efforts to
maintain the current status of the prospectus contained therein, as well as
comply with any applicable state securities or "blue sky" laws, for so long as
such options or other equity-based awards remain outstanding.

         SECTION 1.05. Adjustments. If at any time during the period between the
date of this Agreement and the Effective Time, any change in the outstanding
shares of capital stock of Acquiror or the Company (other than as contemplated
in Section 3.05 or Section 4.05 or permitted under this Agreement) shall occur,
including, without limitation, by reason of any reclassification,
recapitalization, stock split or combination, exchange or readjustment of
shares, or any stock dividend thereon with a record date during such period, the
Merger Consideration and Preferred Merger Consideration shall be appropriately
adjusted.

         SECTION 1.06. Fractional Shares. (a) No fractional shares of Acquiror
Common Stock shall be issued in the Merger, but in lieu thereof each holder of
Shares otherwise entitled to a fractional share of Acquiror Common Stock will be
entitled to receive, from the Exchange Agent in accordance with the provisions
of this Section 1.06, a cash payment in lieu of such fractional shares of
Acquiror Common Stock representing such holder's proportionate interest, if any,
in the proceeds from the sale by the Exchange Agent in one or more transactions
of the number of shares of Acquiror Common Stock delivered to the Exchange Agent
by Acquiror pursuant to Section 1.03(a) over the aggregate number of whole
shares of Acquiror Common Stock to be distributed to the holders of the
certificates representing Shares pursuant to Section 1.03(b) (such excess being
herein called the "Excess Shares"). The parties acknowledge that payment of the
cash consideration in lieu of issuing fractional shares was not separately
bargained for consideration but merely represents a mechanical rounding off for
purposes of simplifying the corporate and accounting problems that would
otherwise be caused by the issuance of fractional shares. As soon as practicable
after the Effective Time, the Exchange Agent, as agent for the holders of the
certificates representing Shares, shall sell the Excess Shares at then
prevailing prices on the New York Stock Exchange (the "NYSE") in the manner
provided in the following paragraph.

          (b) The sale of the Excess Shares by the Exchange Agent, as agent for
the holders that would otherwise receive fractional shares, shall be executed on
the NYSE through one or more member firms of the NYSE and shall be executed in
round lots to the extent practicable. The compensation payable to the Exchange
Agent and the expenses incurred by the Exchange Agent, in each case, in
connection with such sale or sales of the Excess Shares, and all related
commissions, transfer taxes and other out-of-pocket transaction costs, will be
paid




                                        8





by the Surviving Corporation out of its own funds and will not be paid directly
or indirectly by Acquiror. Until the proceeds of such sale or sales have been
distributed to the holders of Shares, the Exchange Agent shall hold such
proceeds in trust for the holders of Shares (the "Common Shares Trust"). The
Exchange Agent shall determine the portion of the Common Shares Trust to which
each holder of Shares shall be entitled, if any, by multiplying the amount of
the aggregate proceeds comprising the Common Shares Trust by a fraction, the
numerator of which is the amount of the fractional share interest to which such
holder of Shares would otherwise be entitled and the denominator of which is the
aggregate amount of fractional share interests to which all holders of Shares
would otherwise be entitled.

          (c) As soon as practicable after the determination of the amount of
cash, if any, to be paid to holders of Shares in lieu of any fractional shares
of Acquiror Common Stock, the Exchange Agent shall make available such amounts
to such holders of Shares without interest.

         SECTION 1.07. Withholding Rights. Each of the Surviving Corporation and
Acquiror shall be entitled to deduct and withhold from the consideration
otherwise payable to any person pursuant to this Article such amounts as it is
required to deduct and withhold with respect to the making of such payment under
any provision of federal, state, local or foreign tax law. To the extent that
amounts are so withheld by the Surviving Corporation or Acquiror, as the case
may be, such withheld amounts shall be treated for all purposes of this
Agreement as having been paid to the holder of the Shares in respect of which
such deduction and withholding was made by the Surviving Corporation or
Acquiror, as the case may be.

         SECTION 1.08. Lost Certificates. If any Certificate shall have been
lost, stolen or destroyed, upon the making of an affidavit of that fact by the
person claiming such Certificate to be lost, stolen or destroyed and, if
required by the Surviving Corporation, the posting by such person of a bond, in
such reasonable amount as the Surviving Corporation may direct, as indemnity
against any claim that may be made against it with respect to such Certificate,
the Exchange Agent will issue in exchange for such lost, stolen or destroyed
Certificate the Merger Consideration or Preferred Merger Consideration to be
paid in respect of the Shares or Series B Preferred Stock, as applicable,
represented by such Certificates as contemplated by this Article.

         SECTION 1.09. Shares Held by Company Affiliates. Anything to the
contrary herein notwithstanding, any shares of Acquiror Common Stock (or
certificates therefor) issued to affiliates of the Company pursuant to Section
1.03 shall be subject to the restrictions described in Exhibit B-1 and Exhibit
B-3, and




                                        9





such shares (or certificates therefor) shall bear a legend describing such
restrictions.

         SECTION 1.10. Dissenter's Rights. Notwithstanding anything in this
Agreement to the contrary, any shares of Series B Preferred Stock outstanding
immediately prior to the Effective Time and held by a holder who has not voted
in favor of the Merger or consented thereto in writing and who has delivered a
written demand for appraisal of such shares in accordance with Section 262 of
the Delaware Law, if such Section 262 provides for appraisal rights for such
shares in the Merger ("Dissenting Shares"), shall not be converted into the
right to receive the Preferred Merger Consideration, unless and until such
holder fails to perfect or effectively withdraws or otherwise loses his right to
appraisal and payment under the Delaware Law. If, after the Effective Time, any
such holder fails to perfect or effectively withdraws or loses his right to
appraisal, such Dissenting Shares shall thereupon be treated as if they had been
converted as of the Effective Time into the right to receive the Preferred
Merger Consideration to which such holder is entitled, without interest or
dividends thereon. Any amounts paid to holders of Dissenting Shares in an
appraisal proceeding will be paid by the Surviving Corporation out of its own
funds and will not be paid, directly or indirectly, by Acquiror.



                                    ARTICLE 2
                           CERTAIN GOVERNANCE MATTERS

         SECTION 2.01. Acquiror Name. Acquiror shall take all such action as is
necessary to change its name to "Exxon Mobil Corporation" effective as of the
Effective Time, which action shall include, without limitation, seeking
stockholder approval to amend Acquiror's certificate of incorporation as
provided in Section 6.04.

         SECTION 2.02. Acquiror Board of Directors. (a) At the Effective Time,
Acquiror shall cause the Board of Directors of Acquiror to consist of not more
than 19 directors, up to 13 of whom shall be the directors of Acquiror prior to
the Effective Time and six of whom shall be directors designated prior to the
Effective Time by the Company reasonably acceptable to Acquiror (of whom two
shall be Persons who immediately prior to the Effective Time were directors and
executive officers of the Company and four shall be Persons who immediately
prior to the Effective Time were directors but not executive officers of the
Company) (the "Company Board Designees"). Prior to the Effective Time, the Board
of Directors of Acquiror shall take all action necessary to amend the by-laws of
Acquiror to increase the size of the Board of Directors of Acquiror to not more
than 19 and to elect the Company Board Designees to the Board of Directors of
Acquiror, in each case as of the Effective Time.

          (b) The Board of Directors of Acquiror shall take all action necessary
to cause Mr. Lucio A. Noto to be elected as Vice Chairman of the Board of
Directors of Acquiror as of the Effective Time.

          (c) Acquiror shall cause there to be at least one Company Board
Designee on each of the Audit Committee and Compensation Committee of the Board
of Directors of Acquiror as of the Effective Time.

          (d) If the Effective Time occurs on a date which is less than nine
months before the next regularly scheduled annual meeting of stockholders of
Acquiror, Acquiror further agrees to use all reasonable efforts necessary to (i)
nominate the Company Board Designees for election as directors, (ii) elect Mr.
Lucio A. Noto as Vice Chairman of the Board of Directors of Acquiror, and (iii)
cause at least one Company Board Designee to be on each of the Audit Committee
and Compensation Committee of the Board of Directors of Acquiror, in each case
in connection with and as of such next regularly scheduled annual meeting.

         SECTION 2.03. Transition Committee. The parties agree to establish a
Transition Committee which will have a consultative role and which will be in
effect from the date hereof until the earlier of the termination hereof and the
Effective Time. The Transition Committee shall be comprised of Mr. Lee R.
Raymond and Mr. Lucio A. Noto. The Transition Committee will be concerned with
matters relating to planning the integration after the Effective Time of
Acquiror and the Company, including organization and staffing. The Transition
Committee will draw upon the resources of Acquiror and the Company as necessary
or appropriate.

         SECTION 2.04. Certificate of Incorporation of the Surviving
Corporation. The certificate of incorporation of the Company in effect at the
Effective Time shall be the certificate of incorporation of the Surviving
Corporation until amended in accordance with applicable law.

         SECTION 2.05. By-laws of the Surviving Corporation. The by-laws of
Merger Subsidiary in effect at the Effective Time shall be the by-laws of the
Surviving Corporation until amended in accordance with applicable law.

         SECTION 2.06. Directors and Officers of the Surviving Corporation. From
and after the Effective Time, until successors are duly elected or appointed and
qualified in accordance with applicable law, (a) the directors of Merger




                                       10





Subsidiary at the Effective Time shall be the directors of the Surviving
Corporation, and (b) the officers of the Company at the Effective Time shall be
the officers of the Surviving Corporation.



                                    ARTICLE 3
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         The Company represents and warrants to Acquiror that:

         SECTION 3.01. Corporate Existence and Power. The Company is a
corporation duly incorporated, validly existing and in good standing under the
laws of the State of Delaware, and has all corporate powers and all governmental
licenses, authorizations, consents and approvals required to carry on its
business as now conducted, except for those the absence of which would not,
individually or in the aggregate, have a Material Adverse Effect on the Company.
The Company is duly qualified to do business as a foreign corporation and is in
good standing in each jurisdiction where the character of the property owned or
leased by it or the nature of its activities makes such qualification necessary,
except for those jurisdictions where the failure to be so qualified would not,
individually or in the aggregate, have a Material Adverse Effect on the Company.
For purposes of this Agreement, a "Material Adverse Effect" with respect to any
Person means a material adverse effect on the financial condition, business,
liabilities, properties, assets or results of operations, taken as a whole, of
such Person and its Subsidiaries, taken as a whole, except to the extent
resulting from (w) any changes in general United States or global economic
conditions, (x) any changes affecting the oil and gas industry in general, (y)
matters whose significance or impact would reasonably be expected to be
primarily short term (i.e., under 18 months) or (z) matters disclosed on
Schedule 3.01. The Company has heretofore delivered to Acquiror true and
complete copies of the Company's certificate of incorporation and by-laws as
currently in effect.

         SECTION 3.02. Corporate Authorization. (a) The execution, delivery and
performance by the Company of this Agreement and the Option Agreement and the
consummation by the Company of the transactions contemplated hereby and thereby
are within the Company's corporate powers and, except for any required approval
by the Company's stockholders in connection with the consummation of the Merger,
have been duly authorized by all necessary corporate action. The affirmative
vote of holders of the outstanding Shares and outstanding shares of Series B
Preferred Stock having votes representing a majority of the votes of all such
outstanding capital stock, voting together as a single class, is the only vote
of




                                       11





the holders of any of the Company's capital stock necessary in connection with
consummation of the Merger. Assuming due authorization, execution and delivery
of this Agreement and the Option Agreement by Acquiror and Merger Subsidiary, as
applicable, each of this Agreement and the Option Agreement constitutes a valid
and binding agreement of the Company enforceable against the Company in
accordance with its terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity principles.

          (b) The Company's Board of Directors, at a meeting duly called and
held, has (i) determined that this Agreement and the Option Agreement and the
transactions contemplated hereby and thereby (including the Merger) are fair to
and in the best interests of the Company's stockholders, (ii) approved and
adopted this Agreement and the Option Agreement and the transactions
contemplated hereby and thereby (including the Merger), and (iii) resolved
(subject to Section 5.02) to recommend approval and adoption of this Agreement
by its stockholders.

         SECTION 3.03. Governmental Authorization. The execution, delivery and
performance by the Company of this Agreement and the Option Agreement and the
consummation of the Merger by the Company require no action by or in respect of,
or filing with, any governmental body, agency, official or authority other than
(a) the filing of a certificate of merger in accordance with Delaware Law, (b)
compliance with any applicable requirements of the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (the "HSR Act"), (c) compliance with any applicable
requirements of Council Regulation No. 4064/89 of the European Community, as
amended (the "EC Merger Regulation"), (d) compliance with any applicable
requirements of Part IX of the Canadian Competition Act (the "Canadian Act"),
(e) compliance with any applicable requirements of the Securities Exchange Act
of 1934, as amended, and the rules and regulations promulgated thereunder (the
"Exchange Act"), (f) compliance with any applicable requirements of the 1933 Act
and (g) other actions or filings which if not taken or made would not,
individually or in the aggregate, have a Material Adverse Effect on the Company.

         SECTION 3.04. Non-Contravention. Except as set forth in Schedule 3.04,
the execution, delivery and performance by the Company of this Agreement and the
Option Agreement and the consummation by the Company of the transactions
contemplated hereby and thereby do not and will not (a) assuming compliance with
the matters referred to in Section 3.02, contravene or conflict with the
certificate of incorporation or by-laws of the Company, (b) assuming compliance
with the matters referred to in Section 3.03, contravene or conflict with or




                                       12





constitute a violation of any provision of any law, regulation, judgment,
injunction, order or decree binding upon or applicable to the Company or any of
its Subsidiaries, (c) constitute a default under or give rise to a right of
termination, cancellation or acceleration of any right or obligation of the
Company or any of its Subsidiaries or to a loss of any benefit to which the
Company or any of its Subsidiaries is entitled under any provision of any
agreement, contract or other instrument binding upon the Company or any of its
Subsidiaries or any license, franchise, permit or other similar authorization
held by the Company or any of its Subsidiaries, or (d) result in the creation or
imposition of any Lien on any asset of the Company or any of its Subsidiaries,
except for such contraventions, conflicts or violations referred to in clause
(b) or defaults, rights of termination, cancellation or acceleration, or losses
or Liens referred to in clause (c) or (d) that would not, individually or in the
aggregate, have a Material Adverse Effect on the Company. For purposes of this
Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset
other than any such mortgage, lien, pledge, charge, security interest or
encumbrance (i) for Taxes (as defined in Section 3.13) not yet due or being
contested in good faith (and for which adequate accruals or reserves have been
established on the Acquiror Balance Sheet or the Company Balance Sheet, as the
case may be) or (ii) which is a carriers', warehousemen's, mechanics',
materialmen's, repairmen's or other like lien arising in the ordinary course of
business. Except as disclosed in Schedule 3.04, neither the Company nor any
Subsidiary of the Company is a party to any agreement that expressly limits the
ability of the Company or any Subsidiary of the Company, or would limit Acquiror
or any Subsidiary of Acquiror after the Effective Time, to compete in or conduct
any line of business or compete with any Person or in any geographic area or
during any period of time except to the extent that any such limitation,
individually or in the aggregate, would not be reasonably likely to have a
Material Adverse Effect on Acquiror after the Effective Time.

         SECTION 3.05. Capitalization of the Company. The authorized capital
stock of the Company consists of 1,200,000,000 Shares and 30,000,000 shares of
preferred stock, par value $1.00 per share (of which 6,000,000 shares are
designated Series A Junior Participating Preferred Stock and 191,062 are
designated Series B Preferred Stock). As of the close of business on November
27, 1998, there were outstanding 779,934,096 Shares, no shares of Series A
Junior Participating Preferred Stock (all of which are reserved for issuance in
accordance with the Rights Agreement (the "Company Rights Agreement"), dated as
of December 15, 1995, between the Company and Mellon Bank, N.A., as Rights
Agent, pursuant to which the Company has issued rights ("Company Rights") to
purchase the Series A Junior Participating Preferred Stock) and 165,791.77
shares of Series B Preferred Stock, and employee stock options to purchase an
aggregate of 31,337,561 Shares (of which options to purchase an aggregate of
19,313,161




                                       13





Shares were exercisable) and Company Awards (other than outstanding restricted
stock) with respect to an aggregate of 1,257,513.9444 Shares. All outstanding
shares of capital stock of the Company have been duly authorized and validly
issued and are fully paid and nonassessable. Except as set forth in this Section
and except for changes since the close of business on November 27, 1998
resulting from the exercise of employee stock options outstanding on such date
or options or stock-based awards granted as permitted by Section 5.01, there are
outstanding (a) no shares of capital stock or other voting securities of the
Company, (b) except for the Series B Preferred Stock, no securities of the
Company convertible into or exchangeable for shares of capital stock or voting
securities of the Company, and (c) except for the Series B Preferred Stock, and
except for the Option Agreement, no options, warrants or other rights to acquire
from the Company, and no preemptive or similar rights, subscription or other
rights, convertible securities, agreements, arrangements or commitments of any
character, relating to the capital stock of the Company, obligating the Company
to issue, transfer or sell, any capital stock, voting securities or securities
convertible into or exchangeable for capital stock or voting securities of the
Company or obligating the Company to grant, extend or enter into any such
option, warrant, subscription or other right, convertible security, agreement,
arrangement or commitment (the items in clauses 3.05(a), 3.05(b) and 3.05(c)
being referred to collectively as the "Company Securities"). Except for the
Series B Preferred Stock, there are no outstanding obligations of the Company or
any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company
Securities.

         SECTION 3.06. Subsidiaries. (a) Each Subsidiary of the Company is duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization, has all powers and all governmental licenses,
authorizations, consents and approvals required to carry on its business as now
conducted, except for those the absence of which would not, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect on the
Company. Each Subsidiary of the Company is duly qualified to do business and is
in good standing in each jurisdiction where the character of the property owned
or leased by it or the nature of its activities makes such qualification
necessary, except for those jurisdictions where failure to be so qualified would
not, individually or in the aggregate, have a Material Adverse Effect on the
Company. All "significant subsidiaries", as such term is defined in Section 1-02
of Regulation S-X under the Exchange Act (each, a "Significant Subsidiary") of
the Company and their respective jurisdictions of incorporation are identified
in the Company's annual report on Form 10-K for the fiscal year ended December
31, 1997 (the "Company 10-K") or in Schedule 3.06(a).

          (b) Except for directors' qualifying shares and except as set forth in
the Company 10-K, all of the outstanding capital stock of, or other ownership




                                       14





interests in, each Significant Subsidiary of the Company is owned by the
Company, directly or indirectly, free and clear of any material Lien and free of
any other material limitation or restriction (including any restriction on the
right to vote, sell or otherwise dispose of such capital stock or other
ownership interests). There are no outstanding (i) securities of the Company or
any of its Subsidiaries convertible into or exchangeable for shares of capital
stock or other voting securities or ownership interests in any Significant
Subsidiary of the Company or (ii) options, warrants or other rights to acquire
from the Company or any of its Significant Subsidiaries, and no preemptive or
similar rights, subscription or other rights, convertible securities,
agreements, arrangements or commitments of any character, relating to the
capital stock of any Significant Subsidiary of the Company, obligating the
Company or any of its Significant Subsidiaries to issue, transfer or sell, any
capital stock, voting securities or other ownership interests in, or any
securities convertible into or exchangeable for any capital stock, voting
securities or ownership interests in, any Significant Subsidiary of the Company
or obligating the Company or any Significant Subsidiary of the Company to grant,
extend or enter into any such option, warrant, subscription or other right,
convertible security, agreement, arrangement or commitment except, in any such
case under clause (i) or (ii), to the extent relating to an insignificant equity
interest in any Significant Subsidiary (the items in clauses 3.06(b)(i) and
3.06(b)(ii) being referred to collectively as the "Company Subsidiary
Securities"). Except as set forth on Schedule 3.06(b), there are no outstanding
obligations of the Company or any of its Subsidiaries to repurchase, redeem or
otherwise acquire any outstanding Company Subsidiary Securities.

         SECTION 3.07. SEC Filings. (a) The Company has delivered to Acquiror
(i) its annual reports on Form 10-K for its fiscal years ended December 31,
1995, 1996 and 1997, (ii) its quarterly reports on Form 10-Q for its fiscal
quarters ended after December 31, 1997, (iii) its proxy or information
statements relating to meetings of, or actions taken without a meeting by, the
stockholders of the Company held since December 31, 1997, and (iv) all of its
other reports, statements, schedules and registration statements filed with the
SEC since December 31, 1997 (the documents referred to in this Section 3.07(a)
being referred to collectively as the "Company SEC Documents"). The Company's
quarterly report on Form 10-Q for its fiscal quarter ended September 30, 1998 is
referred to herein as the "Company 10-Q".

          (b) As of its filing date, each Company SEC Document complied as to
form in all material respects with the applicable requirements of the Exchange
Act and the 1933 Act.

          (c) As of its filing date, each Company SEC Document filed pursuant to
the Exchange Act did not contain any untrue statement of a material fact or omit




                                       15





to state any material fact necessary in order to make the statements made
therein, in the light of the circumstances under which they were made, not
misleading.

          (d) Each such registration statement, as amended or supplemented, if
applicable, filed pursuant to the 1933 Act as of the date such statement or
amendment became effective did not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading.

         SECTION 3.08. Financial Statements. The audited consolidated financial
statements and unaudited consolidated interim financial statements of the
Company (including any related notes and schedules) included in its annual
reports on Form 10-K and the quarterly reports on Form 10-Q referred to in
Section 3.07 fairly present in all material respects, in conformity with
generally accepted accounting principles applied on a consistent basis (except
as may be indicated in the notes thereto), the consolidated financial position
of the Company and its consolidated Subsidiaries as of the dates thereof and
their consolidated results of operations and changes in financial position for
the periods then ended (subject to normal year-end adjustments and the absence
of notes in the case of any unaudited interim financial statements). For
purposes of this Agreement, "Company Balance Sheet" means the consolidated
balance sheet of the Company as of September 30, 1998 set forth in the Company
10-Q and "Company Balance Sheet Date" means September 30, 1998.

         SECTION 3.09. Disclosure Documents. (a) Neither the proxy statement of
the Company (the "Company Proxy Statement") to be filed with the SEC in
connection with the Merger, nor any amendment or supplement thereto, will, at
the date the Company Proxy Statement or any such amendment or supplement is
first mailed to shareholders of the Company or at the time such shareholders
vote on the adoption and approval of this Agreement and the transactions
contemplated hereby, contain any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading. The
Company Proxy Statement will, when filed, comply as to form in all material
respects with the requirements of the Exchange Act. No representation or
warranty is made by the Company in this Section 3.09 with respect to statements
made or incorporated by reference therein based on information supplied by
Acquiror or Merger Subsidiary for inclusion or incorporation by reference in the
Company Proxy Statement.

          (b) None of the information supplied or to be supplied by Company for
inclusion or incorporation by reference in the Acquiror Proxy Statement (as
defined in Section 4.09) or in the Form S-4 (as defined in Section 4.09) or any
amendment or supplement thereto will, at the time the Acquiror Proxy Statement




                                       16





or any such supplement or amendment thereto is first mailed to the stockholders
of Acquiror or at the time such stockholders vote on the matters constituting
the Acquiror Stockholder Approval (as defined in Section 4.02) or at the time
the Form S-4 or any such amendment or supplement becomes effective under the
1933 Act or at the Effective Time, as the case may be, contain any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in light of the circumstances under which they
were made, not misleading.

         SECTION 3.10. Absence of Certain Changes. Except as set forth in
Schedule 3.10, since the Company Balance Sheet Date, the Company and its
Subsidiaries have conducted their business in the ordinary course consistent
with past practice and there has not been:

          (a) any event, occurrence or development of a state of circumstances
or facts which has had or reasonably would be expected to have, individually or
in the aggregate, a Material Adverse Effect on the Company;

          (b) any declaration, setting aside or payment of any dividend or other
distribution with respect to any shares of capital stock of the Company (other
than (i) quarterly cash dividends payable by the Company consistent with past
practice (including periodic dividend increases consistent with past practice),
but which for the sake of clarity shall not include any special dividends) or
(ii) required dividends on the Series B Preferred Stock) or any repurchase,
redemption or other acquisition by the Company or any of its Subsidiaries of any
outstanding shares of capital stock or other securities of, or other ownership
interests in, the Company or any of its Subsidiaries (other than any such
repurchases prior to the date hereof pursuant to the Company's publicly
announced stock buyback program or, after the date hereof, as permitted under
Section 5.01(e));

          (c) any amendment of any material term of any outstanding security of
the Company or any of its Subsidiaries;

         (d) any transaction or commitment made, or any contract, agreement or
settlement entered into, by (or judgment, order or decree affecting) the Company
or any of its Subsidiaries relating to its assets or business (including the
acquisition or disposition of any assets) or any relinquishment by the Company
or any of its Subsidiaries of any contract or other right, in either case,
material to the Company and its Subsidiaries taken as a whole, other than
transactions, commitments, contracts, agreements or settlements (including
without limitation settlements of litigation and tax proceedings) in the
ordinary course of business consistent with past practice, those contemplated by
this Agreement, or as agreed to in writing by Acquiror;




                                       17





          (e) any change in any method of accounting or accounting practice
(other than any change for tax purposes) by the Company or any of its
Subsidiaries, except for any such change which is not significant or which is
required by reason of a concurrent change in GAAP; or

          (f) any (i) grant of any severance or termination pay to (or amendment
to any such existing arrangement with) any director, officer or employee of the
Company or any of its Subsidiaries, (ii) entering into of any employment,
deferred compensation or other similar agreement (or any amendment to any such
existing agreement) with any director, officer or employee of the Company or any
of its Subsidiaries, (iii) increase in benefits payable under any existing
severance or termination pay policies or employment agreements or (iv) increase
in (or amendments to the terms of) compensation, bonus or other benefits payable
to directors, officers or employees of the Company or any of its Subsidiaries,
other than in the ordinary course of business consistent with past practice, as
permitted by this Agreement, or as agreed to in writing by Acquiror.

         SECTION 3.11. No Undisclosed Material Liabilities. There are no
liabilities of the Company or any Subsidiary of the Company of any kind
whatsoever, whether accrued, contingent, absolute, determined, determinable or
otherwise, other than:

          (a)   liabilities disclosed or provided for in the Company Balance
Sheet or in the notes thereto;

          (b) liabilities which in the aggregate would not reasonably be
expected to have a Material Adverse Effect on the Company;

          (c) liabilities disclosed in the Company SEC Documents filed prior to
the date hereof or set forth in Schedule 3.11(c); and

          (d) liabilities under this Agreement.

         SECTION 3.12. Litigation. Except as disclosed in the Company SEC
Documents filed prior to the date hereof, there is no action, suit,
investigation or proceeding pending against, or to the knowledge of the Company
threatened against or affecting, the Company or any of its Subsidiaries or any
of their respective properties before any court or arbitrator or any
governmental body, agency or official which would reasonably be expected to have
a Material Adverse Effect on the Company.

         SECTION 3.13. Taxes. Except as set forth in the Company Balance Sheet
(including the notes thereto) or as otherwise set forth in Schedule 3.13 and
except




                                       18





as would not, individually or in the aggregate, have a Material Adverse Effect
on the Company, (i) all Company Tax Returns required to be filed with any taxing
authority by, or with respect to, the Company and its Subsidiaries have been
filed in accordance with all applicable laws; (ii) the Company and its
Subsidiaries have timely paid all Taxes shown as due and payable on the Company
Tax Returns that have been so filed, and, as of the time of filing, the Company
Tax Returns correctly reflected the facts regarding the income, business,
assets, operations, activities and the status of the Company and its
Subsidiaries (other than Taxes which are being contested in good faith and for
which adequate reserves are reflected on the Company Balance Sheet); (iii) the
Company and its Subsidiaries have made provision for all Taxes payable by the
Company and its Subsidiaries for which no Company Tax Return has yet been filed;
(iv) the charges, accruals and reserves for Taxes with respect to the Company
and its Subsidiaries reflected on the Company Balance Sheet are adequate under
GAAP to cover the Tax liabilities accruing through the date thereof; (v) there
is no action, suit, proceeding, audit or claim now proposed or pending against
or with respect to the Company or any of its Subsidiaries in respect of any Tax
where there is a reasonable possibility of an adverse determination; and (vi) to
the best of the Company's knowledge and belief, neither the Company nor any of
its Subsidiaries is liable for any Tax imposed on any entity other than such
Person, except as the result of the application of Treas. Reg. ss. 1.1502-6 (and
any comparable provision of the tax laws of any state, local or foreign
jurisdiction) to the affiliated group of which the Company is the common parent.
For purposes of this Agreement, "Taxes" shall mean any and all taxes, charges,
fees, levies or other assessments, including, without limitation, all net
income, gross income, gross receipts, excise, stamp, real or personal property,
ad valorem, withholding, social security (or similar), unemployment, occupation,
use, service, service use, license, net worth, payroll, franchise, severance,
transfer, recording, employment, premium, windfall profits, environmental
(including taxes under Section 59A of the Code), customs duties, capital stock,
profits, disability, sales, registration, value added, alternative or add-on
minimum, estimated or other taxes, assessments or charges imposed by any
federal, state, local or foreign governmental entity and any interest,
penalties, or additions to tax attributable thereto. For purposes of this
Agreement, "Tax Returns" shall mean any return, report, form or similar
statement required to be filed with respect to any Tax (including any attached
schedules), including, without limitation, any information return, claim for
refund, amended return or declaration of estimated Tax.

         SECTION 3.14. Employee Benefit Plans. (a) Prior to the date hereof, the
Company has provided Acquiror with a list (set forth on Schedule 3.14)
identifying each material "employee benefit plan," as defined in Section 3(3) of
the Employee Retirement Income Security Act of 1974 ("ERISA"), each material
employment, severance or similar contract, plan, arrangement or policy
applicable




                                       19





to any director, former director, employee or former employee of the Company and
each material plan or arrangement (written or oral), providing for compensation,
bonuses, profit-sharing, stock option or other stock related rights or other
forms of incentive or deferred compensation, vacation benefits, insurance
coverage (including any self-insured arrangements), health or medical benefits,
disability benefits, workers' compensation, supplemental unemployment benefits,
severance benefits and post-employment or retirement benefits (including
compensation, pension, health, medical or life insurance benefits) which is
maintained, administered or contributed to by the Company and covers any
employee or director or former employee or director of the Company, or under
which the Company has any liability. Such material plans (excluding any such
plan that is a "multiemployer plan", as defined in Section 3(37) of ERISA) are
referred to collectively herein as the "Company Employee Plans".

          (b) Each Company Employee Plan has been maintained in compliance with
its terms and with the requirements prescribed by any and all statutes, orders,
rules and regulations (including but not limited to ERISA and the Code) which
are applicable to such Plan, except where failure to so comply would not,
individually or in the aggregate, have a Material Adverse Effect on the Company.

          (c) Neither the Company nor any affiliate of the Company has incurred
a liability under Title IV of ERISA that has not been satisfied in full, and no
condition exists that presents a material risk to the Company or any affiliate
of the Company of incurring any such liability other than liability for premiums
due the Pension Benefit Guaranty Corporation (which premiums have been paid when
due).

          (d) Each Company Employee Plan which is intended to be qualified under
Section 401(a) of the Code is so qualified and has been so qualified during the
period from its adoption to date, and each trust forming a part thereof is
exempt from federal income tax pursuant to Section 501(a) of the Code.

          (e) Except as set forth in Schedule 3.14, no director or officer or
other employee of the Company or any of its Subsidiaries will become entitled to
any retirement, severance or similar benefit or enhanced or accelerated benefit
(including any acceleration of vesting or lapse of repurchase rights or
obligations with respect to any employee stock option or other benefit under any
stock option plan or compensation plan or arrangement of the Company) solely as
a result of the transactions contemplated hereby.

          (f) Except as reflected in the Company SEC Documents filed prior to
the date hereof, no Company Employee Plan provides post-retirement health and




                                       20





medical, life or other insurance benefits for retired employees of the Company
or any of its Subsidiaries.

          (g) Except as set forth on Schedule 3.14, there has been no amendment
to, written interpretation or announcement (whether or not written) by the
Company or any of its affiliates relating to, or change in employee
participation or coverage under, any Company Employee Plan which would increase
materially the expense of maintaining such Company Employee Plan above the level
of the expense incurred in respect thereof for the 12 months ended on the
Company Balance Sheet Date.

         SECTION 3.15. Compliance with Laws. Neither the Company nor any of its
Subsidiaries is in violation of, or has since January 1, 1997 violated, any
applicable provisions of any laws, statutes, ordinances or regulations except
for any violations that, individually or in the aggregate, would not reasonably
be expected to have a Material Adverse Effect on the Company.

         SECTION 3.16. Finders' or Advisors' Fees. Except for Goldman, Sachs & Co., a copy of whose engagement agreement has been provided to Acquiror, there
is no investment banker, broker, finder or other intermediary which has been
retained by or is authorized to act on behalf of the Company or any of its
Subsidiaries who might be entitled to any fee or commission in connection with
the transactions contemplated by this Agreement.

         SECTION 3.17. Environmental Matters. (a) Except as set forth in the
Company SEC Documents filed prior to the date hereof and with such exceptions
as, individually or in the aggregate, have not had, and would not reasonably be
expected to have, a Material Adverse Effect on the Company, (i) no notice,
notification, demand, request for information, citation, summons, complaint or
order has been received by, and no investigation, action, claim, suit,
proceeding or review is pending or, to the knowledge of the Company or any of
its Subsidiaries, threatened by any Person against, the Company or any of its
Subsidiaries, and no penalty has been assessed against the Company or any of its
Subsidiaries, in each case, with respect to any matters relating to or arising
out of any Environmental Law; (ii) the Company and its Subsidiaries are and have
been in compliance with all Environmental Laws; (iii) there are no liabilities
of or relating to the Company or any of its Subsidiaries relating to or arising
out of any Environmental Law of any kind whatsoever, whether accrued,
contingent, absolute, determined, determinable or otherwise, and there is no
existing condition, situation or set of circumstances which could reasonably be
expected to result in such a liability; and (iv) there has been no environmental
investigation, study, audit, test, review or other analysis conducted of which
the Company has knowledge in relation to the current or prior business of the
Company or any of its Subsidiaries or any




                                       21





property or facility now or previously owned, leased or operated by the Company
or any of its Subsidiaries which has not been delivered to Acquiror at least
five days prior to the date hereof.

          (b) For purposes of this Section 3.17 and Section 4.17, the term
"Environmental Laws" means any federal, state, local and foreign statutes, laws
(including, without limitation, common law), judicial decisions, regulations,
ordinances, rules, judgments, orders, codes, injunctions, permits, governmental
agreements or governmental restrictions relating to human health and safety, the
environment or to pollutants, contaminants, wastes, or chemicals.

         SECTION 3.18. Opinion of Financial Advisor. The Company has received
the opinion of Goldman, Sachs & Co. to the effect that, as of the date of such
opinion, the Exchange Ratio is fair from a financial point of view to the
holders of Shares (other than Acquiror or any of its Subsidiaries or
affiliates), and, as of the date hereof, such opinion has not been withdrawn.

         SECTION 3.19. Pooling; Tax Treatment. (a) The Company intends that the
Merger be accounted for under the "pooling of interests" method under the
requirements of Opinion No. 16 (Business Combinations) of the Accounting
Principles Board of the American Institute of Certified Public Accountants, the
Financial Accounting Standards Board, and the rules and regulations of the SEC.

          (b) Neither the Company nor any of its affiliates has taken or agreed
to take any action or is aware of any fact or circumstance that would prevent
the Merger from qualifying (i) for "pooling of interests" accounting treatment
as described in (a) above or (ii) as a reorganization within the meaning of
Section 368 of the Code (a "368 Reorganization").

         SECTION 3.20. Pooling Letter. The Company has received a letter from
Ernst & Young LLP dated as of November 22, 1998 and addressed to the Company, a
copy of which has been delivered to Acquiror, in which Ernst & Young LLP concurs
with the Company management's conclusion that, as of November 22, 1998, no
conditions exist related to the Company that would preclude the Acquiror from
accounting for the Merger as a pooling of interests, and such letter has not
been withdrawn or modified in any material respect as of the date hereof.

         SECTION 3.21. Takeover Statutes. The Board of Directors of the Company
has taken the necessary action to make inapplicable the application of Section
203 of the Delaware Law, any other applicable antitakeover or similar statute or
regulation and the supermajority voting provisions of Article 6 of the




                                       22





Company's certificate of incorporation to this Agreement and the Option
Agreement and the transactions contemplated hereby and thereby.

         SECTION 3.22. Rights Agreement. The Board of Directors of the Company
has resolved to, and the Company promptly after the execution hereof will, take
all action necessary to render the rights issued pursuant to the terms of the
Company Rights Agreement inapplicable to the Merger, this Agreement, the Option
Agreement and the other transactions contemplated hereby and thereby.



                                    ARTICLE 4
                   REPRESENTATIONS AND WARRANTIES OF ACQUIROR

         Acquiror represents and warrants to the Company that:

         SECTION 4.01. Corporate Existence and Power. Each of Acquiror and
Merger Subsidiary is a corporation duly incorporated, validly existing and in
good standing under the laws of its jurisdiction of incorporation and has all
corporate powers and all governmental licenses, authorizations, consents and
approvals required to carry on its business as now conducted, except for those
the absence of which would not, individually or in the aggregate, have a
Material Adverse Effect on Acquiror. Acquiror is duly qualified to do business
as a foreign corporation and is in good standing in each jurisdiction where the
character of the property owned or leased by it or the nature of its activities
makes such qualification necessary, except for those jurisdictions where the
failure to be so qualified would not, individually or in the aggregate, have a
Material Adverse Effect on Acquiror. Since the date of its incorporation, Merger
Subsidiary has not engaged in any activities other than in connection with or as
contemplated by this Agreement. Acquiror has heretofore delivered to the Company
true and complete copies of Acquiror's and Merger Subsidiary's certificate of
incorporation and by-laws as currently in effect.

         SECTION 4.02. Corporate Authorization. (a) The execution, delivery and
performance by Acquiror and Merger Subsidiary of this Agreement, and by Acquiror
of the Option Agreement, and the consummation by Acquiror and Merger Subsidiary
of the transactions contemplated hereby and thereby are within the corporate
powers of Acquiror and Merger Subsidiary and have been duly authorized by all
necessary corporate action, except for any required approval by Acquiror's
stockholders of (i) the Merger, (ii) the amendment of Acquiror's certificate of
incorporation to increase the authorized shares of Acquiror Common Stock and to
change Acquiror's name in accordance with Section 2.01 and (iii) the




                                       23





issuance of Acquiror Common Stock in connection with the Merger (clauses (i),
(ii) and (iii) being the "Acquiror Stockholder Approval") and except for the
designation by the Board of Directors of shares of the Acquiror's authorized
preferred stock as Acquiror Preferred Stock. The affirmative vote of the holders
of shares of Acquiror Common Stock and shares of Class A Preferred Stock having
votes representing a majority of the votes cast by all such shares, voting
together as a single class, is the only vote of the holders of any of Acquiror's
capital stock necessary in connection with obtaining the Acquiror Stockholder
Approval. Assuming due authorization, execution and delivery of this Agreement
and the Option Agreement by the Company, this Agreement constitutes a valid and
binding agreement of each of Acquiror and Merger Subsidiary and the Option
Agreement constitutes a valid and binding agreement of Acquiror, in each case
enforceable against such party in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors' rights
and to general equity principles. The shares of Acquiror Common Stock and
Acquiror Preferred Stock issued pursuant to the Merger, when issued in
accordance with the terms hereof, will be duly authorized, validly issued, fully
paid and nonassessable and not subject to preemptive rights.

          (b) Acquiror's Board of Directors, at a meeting duly called and held,
has (i) approved this Agreement and the Option Agreement and the transactions
contemplated hereby and thereby (including the Merger), and (ii) resolved
(subject to Section 6.04) to recommend approval by its stockholders of the
matters constituting the Acquiror Stockholder Approval.

         SECTION 4.03. Governmental Authorization. The execution, delivery and
performance by Acquiror and Merger Subsidiary of this Agreement, and by Acquiror
of the Option Agreement, and the consummation by Acquiror and Merger Subsidiary
of the transactions contemplated hereby and thereby require no action by or in
respect of, or filing with, any governmental body, agency, official or authority
other than (a) the filing of a certificate of merger in accordance with Delaware
Law, (b) compliance with any applicable requirements of the HSR Act, (c)
compliance with any applicable requirements of the EC Merger Regulation, (d)
compliance with any applicable requirements of the Canadian Act, (e) compliance
with any applicable requirements of the Exchange Act, (f) compliance with any
applicable requirements of the 1933 Act and (g) other actions or filings which
if not taken or made would not, individually or in the aggregate, have a
Material Adverse Effect on Acquiror.

         SECTION 4.04.  Non-Contravention.  The execution, delivery and
performance by Acquiror and Merger Subsidiary of this Agreement, and by
Acquiror of the Option Agreement, and the consummation by Acquiror and




                                       24





Merger Subsidiary of the transactions contemplated hereby and thereby do not and
will not (a) assuming compliance with the matters referred to in Section 4.02,
contravene or conflict with the certificate of incorporation or by-laws of
Acquiror or Merger Subsidiary, (b) assuming compliance with the matters referred
to in Section 4.03, contravene or conflict with any provision of any law,
regulation, judgment, injunction, order or decree binding upon or applicable to
Acquiror or any of its Subsidiaries, (c) constitute a default under or give rise
to any right of termination, cancellation or acceleration of any right or
obligation of Acquiror or any of its Subsidiaries or to a loss of any benefit to
which Acquiror or any of its Subsidiaries is entitled under any provision of any
agreement, contract or other instrument binding upon Acquiror or any of its
Subsidiaries or any license, franchise, permit or other similar authorization
held by Acquiror or any of its Subsidiaries or (d) result in the creation or
imposition of any Lien on any asset of Acquiror or any of its Subsidiaries,
except for such contraventions, conflicts or violations referred to in clause
(b) or defaults, rights of termination, cancellation or acceleration, or losses
or Liens referred to in clause (c) or (d) that would not, individually or in the
aggregate, have a Material Adverse Effect on Acquiror. Neither Acquiror nor any
Subsidiary of Acquiror is a party to any agreement that expressly limits the
ability of Acquiror or any Subsidiary of Acquiror to compete in or conduct any
line of business or compete with any Person or in any geographic area or during
any period of time except to the extent that any such limitation, individually
or in the aggregate, would not be reasonably likely to have a Material Adverse
Effect on Acquiror after the Effective Time.

         SECTION 4.05. Capitalization. The authorized capital stock of Acquiror
consists of 3,000,000,000 shares of Acquiror Common Stock and 200,000,000 shares
of preferred stock, without par value (of which 16,500,000 are designated Class
A Preferred Stock and 100,000,000 are designated Class B Preferred Stock). As of
the close of business on November 27, 1998, there were outstanding 2,427,693,787
shares of Acquiror Common Stock, 1,884,638 shares of Class A Preferred Stock and
no shares of Class B Preferred Stock, and employee stock options to purchase an
aggregate of 70,537,194 shares of Acquiror Common Stock (of which options to
purchase an aggregate of 59,117,944 shares of Acquiror Common Stock were
exercisable). All outstanding shares of capital stock of Acquiror have been duly
authorized and validly issued and are fully paid and nonassessable. Except as
set forth in this Section and except for changes since the close of business on
November 27, 1998 resulting from the exercise of employee stock options
outstanding on such date or options or other stock-based awards granted as
permitted by Section 6.01 and except for the shares to be issued in connection
with the Merger, there are outstanding (a) no shares of capital stock or other
voting securities of Acquiror, (b) no securities of Acquiror convertible into or
exchangeable for shares of capital stock or voting securities of Acquiror, and
(c) no options, warrants or other rights to acquire from Acquiror, and no




                                       25





preemptive or similar rights, subscription or other rights, convertible
securities, agreements, arrangements, or commitments of any character, relating
to the capital stock of Acquiror, obligating Acquiror to issue, transfer or sell
any capital stock, voting security or securities convertible into or
exchangeable for capital stock or voting securities of Acquiror or obligating
Acquiror to grant, extend or enter into any such option, warrant, subscription
or other right, convertible security, agreement, arrangement or commitment (the
items in clauses 4.05(a), 4.05(b) and 4.05(c) being referred to collectively as
the "Acquiror Securities"). There are no outstanding obligations of Acquiror or
any of its Subsidiaries to repurchase, redeem or otherwise acquire any Acquiror
Securities.

         SECTION 4.06. Subsidiaries. (a) Each Subsidiary of Acquiror is duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization, has all powers and all governmental licenses,
authorizations, permits, consents and approvals required to carry on its
business as now conducted, except for those the absence of which would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect on Acquiror. Each Subsidiary of Acquiror is duly qualified to do
business and is in good standing in each jurisdiction where the character of the
property owned or leased by it or the nature of its activities makes such
qualifications necessary, except for those jurisdictions where failure to be so
qualified would not, individually or in the aggregate, have a Material Adverse
Effect on Acquiror. All Significant Subsidiaries of Acquiror and their
respective jurisdictions of incorporation are identified in Acquiror's annual
report on Form 10-K for the fiscal year ended December 31, 1997 ("Acquiror
10-K").

          (b) Except for directors' qualifying shares and except as set forth in
the Acquiror 10-K, all of the outstanding capital stock of, or other ownership
interests in, each Significant Subsidiary of Acquiror is owned by Acquiror,
directly or indirectly, free and clear of any material Lien and free of any
other material limitation or restriction (including any restriction on the right
to vote, sell or otherwise dispose of such capital stock or other ownership
interests). There are no outstanding (i) securities of Acquiror or any of its
Subsidiaries convertible into or exchangeable for shares of capital stock or
other voting securities or ownership interests in any Significant Subsidiary of
Acquiror, and (ii) options, warrants or other rights to acquire from Acquiror or
any of its Significant Subsidiaries, and no preemptive or similar rights,
subscriptions or other rights, convertible securities, agreements, arrangements
or commitments of any character, relating to the capital stock of any
Significant Subsidiary of Acquiror, obligating Acquiror or any of its
Significant Subsidiaries to issue, transfer or sell, any capital stock, voting
securities or other ownership interests in, or any securities convertible into
or exchangeable for any capital stock, voting securities or ownership interests
in, any Significant Subsidiary of Acquiror or obligating Acquiror or any
Significant




                                       26





Subsidiary of Acquiror to grant, extend or enter into any such option, warrant,
subscription or other right, convertible security, agreement, arrangement or
commitment except, in any such case under clause (i) or (ii), to the extent
relating to an insignificant equity interest in any Significant Subsidiary
(items in clauses 4.06(b)(i) and 4.06(b)(ii) being referred to collectively as
the "Acquiror Subsidiary Securities"). There are no outstanding obligations of
Acquiror or any of its Subsidiaries to repurchase, redeem or otherwise acquire
any outstanding Acquiror Subsidiary Securities.

         SECTION 4.07. SEC Filings. (a) Acquiror has delivered to the Company
(i) its annual reports on Form 10-K for its fiscal years ended December 31,
1995, 1996 and 1997, (ii) its quarterly reports on Form 10-Q for its fiscal
quarters ended after December 31, 1997, (iii) its proxy or information
statements relating to meetings, of, or actions taken without a meeting by, the
stockholders of Acquiror held since December 31, 1997, and (iv) all of its other
reports, statements, schedules and registration statements filed with the SEC
since December 31, 1997 (the documents referred to in this Section 4.07(a) being
referred to collectively as the "Acquiror SEC Documents"). The Acquiror's
quarterly report on Form 10- Q for its fiscal quarter ended September 30, 1998
is referred to herein as the "Acquiror 10-Q".

          (b) As of its filing date, each Acquiror SEC Document complied as to
form in all material respects with the applicable requirements of the Exchange
Act and the 1933 Act.

          (c) As of its filing date, each Acquiror SEC Document filed pursuant
to the Exchange Act did not contain any untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements made
therein, in the light of the circumstances under which they were made, not
misleading.

          (d) Each such registration statement as amended or supplemented, if
applicable, filed pursuant to the 1933 Act as of the date such statement or
amendment became effective did not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading.

         SECTION 4.08. Financial Statements. The audited consolidated financial
statements and unaudited consolidated interim financial statements of Acquiror
(including any related notes and schedules) included in the annual reports on
Form 10-K and the quarterly reports on Form 10-Q referred to in Section 4.07
fairly present in all material respects, in conformity with generally accepted
accounting principles applied on a consistent basis (except as may be indicated
in the notes thereto), the consolidated financial position of Acquiror and its




                                       27





consolidated Subsidiaries as of the dates thereof and their consolidated results
of operations and changes in financial position for the periods then ended
(subject to normal year-end adjustments and the absence of notes in the case of
any unaudited interim financial statements). For purposes of this Agreement,
"Acquiror Balance Sheet" means the consolidated balance sheet of Acquiror as of
September 30, 1998 set forth in the Acquiror 10-Q and "Acquiror Balance Sheet
Date" means September 30, 1998.

         SECTION 4.09. Disclosure Documents. (a) The proxy statement of Acquiror
(the "Acquiror Proxy Statement") to be filed with the SEC in connection with the
Merger and the Registration Statement on Form S-4 of Acquiror (the "Form S-4")
to be filed under the 1933 Act relating to the issuance of Acquiror Common Stock
in the Merger, that may be required to be filed with the SEC in connection with
the issuance of shares of Acquiror Common Stock pursuant to the Merger and any
amendments or supplements thereto, will, when filed, subject to the last
sentence of Section 4.09(b), comply as to form in all material respects with the
applicable requirements of the 1933 Act.

          (b) Neither the Acquiror Proxy Statement nor any amendment or
supplement thereto, will, at the date the Acquiror Proxy Statement or any such
amendment or supplement is first mailed to shareholders of Acquiror or at the
time such shareholders vote on the matters constituting the Acquiror Stockholder
Approval, contain any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. Neither the Form S- 4
nor any amendment or supplement thereto will at the time it becomes effective
under the 1933 Act or at the Effective Time contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading. No representation or
warranty is made by Acquiror in this Section 4.09 with respect to statements
made or incorporated by reference therein based on information supplied by the
Company for inclusion or incorporation by reference in the Acquiror Proxy
Statement or the Form S-4.

          (c) None of the information supplied or to be supplied by Acquiror for
inclusion or incorporation by reference in the Company Proxy Statement or any
amendment or supplement thereto will, at the date the Company Proxy Statement or
any amendment or supplement thereto is first mailed to stockholders of Company
or at the time such stockholders vote on the adoption and approval of this
Agreement and the transactions contemplated hereby, contain any untrue statement
of a material fact or omit to state any material fact necessary in order to make
the statements therein, in light of the circumstances under which they were
made, not misleading.




                                       28






         SECTION 4.10. Absence of Certain Changes. Since the Acquiror Balance
Sheet Date, Acquiror and its Subsidiaries have conducted their business in the
ordinary course consistent with past practice and there has not been:

          (a) any event, occurrence or development of a state of circumstances
or facts which has had or reasonably would be expected to have, individually or
in the aggregate, a Material Adverse Effect on Acquiror;

          (b) any declaration, setting aside or payment of any dividend or other
distribution with respect to any shares of capital stock of Acquiror (other than
(i) quarterly cash dividends payable by Acquiror consistent with past practice
(including periodic dividend increases consistent with past practice), but which
for the sake of clarity shall not include any special dividends), or (ii)
required dividends on preferred stock outstanding on the date hereof) or any
repurchase, redemption or other acquisition by Acquiror or any of its
Subsidiaries of any outstanding shares of capital stock or other equity
securities of, or other ownership interests in, Acquiror (other than any such
repurchases prior to the date hereof pursuant to Acquiror's publicly announced
stock buyback program or, after the date hereof, as permitted under Section
6.01(e)); or

          (c) any change prior to the date hereof in any method of accounting or
accounting practice (other than any change for tax purposes) by Acquiror or any
of its Subsidiaries, except for any such change which is not significant or
which is required by reason of a concurrent change in GAAP.

         SECTION 4.11. No Undisclosed Material Liabilities. There are no
liabilities of the Acquiror or any Subsidiary of the Acquiror of any kind
whatsoever, whether accrued, contingent, absolute, determined, determinable or
otherwise, other than:

          (a) liabilities disclosed or provided for in the Acquiror Balance
Sheet or in the notes thereto;

          (b) liabilities which in the aggregate would not reasonably be
expected to have a Material Adverse Effect on Acquiror;

          (c) liabilities disclosed in the Acquiror SEC Documents filed prior to
the date hereof or set forth in Schedule 4.11(c); and

          (d) liabilities under this Agreement.





                                       29





         SECTION 4.12. Litigation. Except as disclosed in the Acquiror SEC
Documents filed prior to the date hereof, there is no action, suit,
investigation or proceeding pending against, or to the knowledge of Acquiror
threatened against or affecting, Acquiror or any of its Subsidiaries or any of
their respective properties before any court or arbitrator or any governmental
body, agency or official which would reasonably be expected to have a Material
Adverse Effect on Acquiror.

         SECTION 4.13. Taxes. Except as set forth in the Acquiror Balance Sheet
(including the notes thereto) or as otherwise set forth on Schedule 4.13 and
except as would not, individually or in the aggregate, have a Material Adverse
Effect on Acquiror, (i) all Acquiror Tax Returns required to be filed with any
taxing authority by, or with respect to, Acquiror and its Subsidiaries have been
filed in accordance with all applicable laws; (ii) Acquiror and its Subsidiaries
have timely paid all Taxes shown as due and payable on Acquiror Tax Returns that
have been so filed, and, as of the time of filing, Acquiror Tax Returns
correctly reflected the facts regarding the income, business, assets,
operations, activities and the status of Acquiror and its Subsidiaries (other
than Taxes which are being contested in good faith and for which adequate
reserves are reflected on the Acquiror Balance Sheet); (iii) Acquiror and its
Subsidiaries have made provision for all Taxes payable by Acquiror and its
Subsidiaries for which no Acquiror Tax Return has yet been filed; (iv) the
charges, accruals and reserves for Taxes with respect to Acquiror and its
Subsidiaries reflected on the Acquiror Balance Sheet are adequate under GAAP to
cover the Tax liabilities accruing through the date thereof; (v) there is no
action, suit, proceeding, audit or claim now proposed or pending against or with
respect to Acquiror or any of its Subsidiaries in respect of any Tax where there
is a reasonable possibility of an adverse determination; and (vi) to the best of
Acquiror's knowledge and belief, neither Acquiror nor any of its Subsidiaries is
liable for any Tax imposed on any entity other than such Person, except as the
result of the application of Treas. Reg. ss. 1.1502-6 (and any comparable
provision of the tax laws of any state, local or foreign jurisdiction) to the
affiliated group of which Acquiror is the common parent.

         SECTION 4.14. Employee Benefit Plans. (a) Prior to the date hereof,
Acquiror has provided the Company with a list (set forth on Schedule 4.14)
identifying each material "employee benefit plan," as defined in Section 3(3) of
ERISA, each employment, severance or similar contract, plan, arrangement or
policy applicable to any director, former director, employee or former employee
of Acquiror and each material plan or arrangement (written or oral), providing
for compensation, bonuses, profit-sharing, stock option or other stock related
rights or other forms of incentive or deferred compensation, vacation benefits,
insurance coverage (including any self-insured arrangements), health or medical
benefits, disability benefits, workers' compensation, supplemental unemployment
benefits, severance benefits and post-employment or retirement benefits
(including




                                       30





compensation, pension, health, medical or life insurance benefits) which is
maintained, administered or contributed to by Acquiror and covers any employee
or director or former employee or director of Acquiror, or under which Acquiror
has any liability. Such material plans (excluding any such plan that is a
"multiemployer plan", as defined in Section 3(37) of ERISA) are referred to
collectively herein as the "Acquiror Employee Plans".

          (b) Each Acquiror Employee Plan has been maintained in compliance with
its terms and with the requirements prescribed by any and all statutes, orders,
rules and regulations (including but not limited to ERISA and the Code) which
are applicable to such Plan, except where failure to so comply would not,
individually or in the aggregate, have a Material Adverse Effect on Acquiror.

          (c) Neither Acquiror nor any affiliate of Acquiror has incurred a
liability under Title IV of ERISA that has not been satisfied in full, and no
condition exists that presents a material risk to Acquiror or any affiliate of
Acquiror of incurring any such liability other than liability for premiums due
the Pension Benefit Guaranty Corporation (which premiums have been paid when
due).

          (d) Each Acquiror Employee Plan which is intended to be qualified
under Section 401(a) of the Code is so qualified and has been so qualified
during the period from its adoption to date, and each trust forming a part
thereof is exempt from federal income tax pursuant to Section 501(a) of the
Code.

          (e) No director or officer or other employee of Acquiror or any of its
Subsidiaries will become entitled to any retirement, severance or similar
benefit or enhanced or accelerated benefit solely as a result of the
transactions contemplated hereby.

          (f) Except as reflected in the Acquiror SEC Documents filed prior to
the date hereof, no Acquiror Employee Plan provides post-retirement health and
medical, life or other insurance benefits for retired employees of Acquiror or
any of its Subsidiaries.

          (g) There has been no amendment to, written interpretation or
announcement (whether or not written) by Acquiror or any of its affiliates
relating to, or change in employee participation or coverage under, any Acquiror
Employee Plan which would increase materially the expense of maintaining such
Acquiror Employee Plan above the level of the expense incurred in respect
thereof for the 12 months ended on the Acquiror Balance Sheet Date.

         SECTION 4.15.  Compliance with Laws.  Neither Acquiror nor any of its
Subsidiaries is in violation of, or has since January 1, 1997 violated, any




                                       31





applicable provisions of any laws, statutes, ordinances or regulations except
for any violations that, individually or in the aggregate, would not reasonably
be expected to have a Material Adverse Effect on Acquiror.

         SECTION 4.16. Finders' or Advisors' Fees. Except for J.P. Morgan
Securities Inc., whose fees will be paid by Acquiror, there is no investment
banker, broker, finder or other intermediary which has been retained by or is
authorized to act on behalf of Acquiror or any of its Subsidiaries who might be
entitled to any fee or commission in connection with the transactions
contemplated by this Agreement.

         SECTION 4.17. Environmental Matters. Except as set forth in the
Acquiror SEC Documents filed prior to the date hereof and with such exceptions
as, individually or in the aggregate, have not had, and would not reasonably be
expected to have, a Material Adverse Effect on Acquiror, (i) no notice,
notification, demand, request for information, citation, summons, complaint or
order has been received by, and no investigation, action, claim, suit,
proceeding or review is pending or, to the knowledge of Acquiror or any of its
Subsidiaries, threatened by any Person against, Acquiror or any of its
Subsidiaries, and no penalty has been assessed against Acquiror or any of its
Subsidiaries, in each case, with respect to any matters relating to or arising
out of any Environmental Law; (ii) Acquiror and its Subsidiaries are and have
been in compliance with all Environmental Laws; (iii) there are no liabilities
of or relating to Acquiror or any of its Subsidiaries relating to or arising out
of any Environmental Law of any kind whatsoever, whether accrued, contingent,
absolute, determined, determinable or otherwise, and there is no existing
condition, situation or set of circumstances which could reasonably be expected
to result in such a liability; and (iv) there has been no environmental
investigation, study, audit, test, review or other analysis conducted of which
Acquiror has knowledge in relation to the current or prior business of Acquiror
or any of its Subsidiaries or any property or facility now or previously owned,
leased or operated by Acquiror or any of its Subsidiaries which has not been
delivered to the Company at least five days prior to the date hereof.

         SECTION 4.18. Opinion of Financial Advisor. Acquiror has received the
opinion of J.P. Morgan Securities Inc. to the effect that, as of the date of
such opinion, the consideration to be paid by Acquiror in the Merger is fair,
from a financial point of view, to Acquiror, and, as of the date hereof, such
opinion has not been withdrawn.

         SECTION 4.19.  Pooling; Tax Treatment.  (a) Acquiror intends that the
Merger be accounted for as a "pooling of interests" as described in Section
3.19(a).




                                       32





          (b) Neither Acquiror nor any of its affiliates has taken or agreed to
take any action or is aware of any fact or circumstance that would prevent the
Merger from qualifying (i) for "pooling of interests" accounting treatment as
described in Section 3.19(a) or (ii) as a 368 Reorganization.

         SECTION 4.20. Pooling Letter. Acquiror has received a letter from
PricewaterhouseCoopers LLP dated as of November 25, 1998 and addressed to
Acquiror, a copy of which has been delivered to the Company, stating that based
on the information furnished to PricewaterhouseCoopers LLP in the related
certificate of Acquiror's management and based on the letter from Ernst & Young
LLP referenced in Section 3.20, PricewaterhouseCoopers LLP concurs with Acquiror
management's conclusion that, as of November 25, 1998, no conditions exist that
would preclude Acquiror's accounting for the Merger as a pooling of interests,
and such letter has not been withdrawn or modified in any material respect as of
the date hereof.



                                    ARTICLE 5
                            COVENANTS OF THE COMPANY

         The Company agrees that:

         SECTION 5.01. Conduct of the Company. From the date hereof until the
Effective Time, the Company and its Subsidiaries shall conduct their business in
the ordinary course consistent with past practice and shall use their reasonable
best efforts to preserve intact their business organizations and relationships
with third parties. Without limiting the generality of the foregoing, except
with the prior written consent of Acquiror or as contemplated by this Agreement,
and, in the case of clauses (g), (i), (j) and (l) below, except in the ordinary
course of business not representing a new strategic direction of the Company,
from the date hereof until the Effective Time:

          (a) the Company will not, and will not permit any of its Significant
Subsidiaries to, adopt or propose any change in its certificate of incorporation
or by-laws;

          (b) the Company will not, and will not permit any Significant
Subsidiary of the Company to, adopt a plan or agreement of complete or partial
liquidation, dissolution, merger, consolidation, restructuring, recapitalization
or other material reorganization of the Company or any of its Significant
Subsidiaries (other than a merger or consolidation between its wholly-owned
Subsidiaries);




                                       33






          (c) the Company will not, and will not permit any material Subsidiary
of the Company to, issue, sell, transfer, pledge, dispose of or encumber any
shares of, or securities convertible into or exchangeable for, or options,
warrants, calls, commitments or rights of any kind to acquire, any shares of
capital stock of any class or series of the Company or its material Subsidiaries
other than (i) issuances pursuant to the exercise of convertible securities
outstanding on the date hereof or issuances pursuant to stock based awards or
options that are outstanding on the date hereof and are reflected in Section
3.05 or are granted in accordance with clause (ii) below and (ii) additional
options or stock-based awards to acquire Shares granted under the terms of any
Company Stock Option Plan as in effect on the date hereof in the ordinary course
consistent with past practice;

          (d) the Company will not, and will not permit any material Subsidiary
of the Company to, (i) split, combine, subdivide or reclassify its outstanding
shares of capital stock, or (ii) declare, set aside or pay any dividend or other
distribution payable in cash, stock or property with respect to its capital
stock other than, subject to Section 7.09, (x) regular quarterly cash dividends
payable by the Company or such material Subsidiary consistent with past practice
(including periodic dividend increases consistent with past practice), but which
for the sake of clarity shall not include any special dividend, (y) any required
dividends on the Series B Preferred Stock or (z) dividends paid by any
Subsidiary of the Company to the Company or any wholly-owned Subsidiary of the
Company;

          (e) the Company will not, and will not permit any Subsidiary of the
Company to, redeem, purchase or otherwise acquire directly or indirectly any of
the Company's capital stock, except for repurchases, redemptions or acquisitions
(x) required by the terms of its capital stock or any securities outstanding on
the date hereof, (y) required by or in connection with the respective terms, as
of the date hereof, of any Company Stock Option Plan or any dividend
reinvestment plan as in effect on the date hereof in the ordinary course of the
operations of such plan consistent with past practice and only to the extent
consistent with Section 7.04 or (z) effected in the ordinary course consistent
with past practice and only to the extent consistent with Section 7.04;

          (f) the Company will not amend the terms (including the terms relating
to accelerating the vesting or lapse of repurchase rights or obligations) of any
outstanding options to purchase Shares (which, it is understood, will not limit
the administration of the relevant plans in accordance with past practices and
interpretations of the Company's Board and the MCOC (as defined in Section
6.06(e)) to the extent consistent with Section 7.04) or amend the terms of or
terminate the Leveraged ESOP;





                                       34





          (g) the Company will not, and will not permit any Subsidiary of the
Company to, make or commit to make any capital expenditure;

          (h) the Company will not, and will not permit any Subsidiary of the
Company to, increase the compensation or benefits of any director, officer or
employee, except for normal increases in the ordinary course of business
consistent with past practice or as required under applicable law or any
existing agreement or commitment;

          (i) the Company will not, and will not permit any of its Subsidiaries
to, acquire a material amount of assets (as measured with respect to the
consolidated assets of the Company and its Subsidiaries taken as a whole) of any
other Person;

          (j) the Company will not, and will not permit any of its Subsidiaries
to, sell, lease, license or otherwise dispose of any material assets or property
except pursuant to existing contracts or commitments;

          (k) except for any such change which is not significant or which is
required by reason of a concurrent change in GAAP, the Company will not, and
will not permit any Subsidiary of the Company to, change any method of
accounting or accounting practice (other than any change for tax purposes) used
by it;

          (l) the Company will not, and will not permit any Subsidiary of the
Company to, enter into any material joint venture, partnership or other similar
arrangement;

          (m) the Company will not, and will not permit any of its Subsidiaries
to, take any action that would make any representation or warranty of the
Company hereunder inaccurate in any material respect at, or as of any time prior
to, the Effective Time; and

         (n) the Company will not, and will not permit any of its Subsidiaries
to, agree or commit to do any of the foregoing.

         SECTION 5.02. Company Stockholder Meeting; Proxy Material. Unless the
Board of Directors of Acquiror shall take any action permitted by the third
sentence of Section 6.04, the Company shall cause a meeting of its stockholders
(the "Company Stockholder Meeting") to be duly called and held as soon as
reasonably practicable, on a date reasonably acceptable to Acquiror, for the
purpose of voting on the approval and adoption of this Agreement and the Merger
(the "Company Stockholder Approval"). Except as provided in the next sentence,
the Board of Directors of the Company shall recommend approval and




                                       35





adoption of this Agreement by the Company's stockholders. The Board of Directors
of the Company shall be permitted to (i) not recommend to the Company's
shareholders that they give the Company Stockholder Approval or (ii) withdraw or
modify in a manner adverse to Acquiror its recommendation to the Company's
shareholders that they give the Company Stockholder Approval, only (x) if the
Board of Directors of the Company by a majority vote determines in its good
faith judgment that it is necessary to so withdraw or modify its recommendation
to comply with its fiduciary duty to shareholders under applicable law, after
receiving the advice of outside legal counsel, and (y) if the Company and the
senior officers and directors of the Company have substantially complied with
their obligations set forth in Section 5.03. In connection with the Company
Stockholder Meeting, the Company (x) will promptly prepare and file with the
SEC, will use its reasonable best efforts to have cleared by the SEC and will
thereafter mail to its shareholders as promptly as practicable the Company Proxy
Statement and all other proxy materials for the Company Stockholder Meeting, (y)
will use its reasonable best efforts, subject to the immediately preceding
sentence, to obtain the Company Stockholder Approval and (z) will otherwise
comply with all legal requirements applicable to the Company Stockholder
Meeting.

         SECTION 5.03. Other Offers. The Company and its Subsidiaries will not,
and the Company will use its reasonable best efforts to cause the officers,
directors, employees, investment bankers, consultants and other agents of the
Company and its Subsidiaries not to, directly or indirectly, take any action to
solicit, initiate, encourage or facilitate the making of any Acquisition
Proposal (including without limitation by amending, or granting any waiver
under, the Company Rights Agreement) or any inquiry with respect thereto or
engage in discussions or negotiations with any Person with respect thereto, or
disclose any non-public information relating to the Company or any Subsidiary of
the Company or afford access to the properties, books or records of the Company
or any Subsidiary of the Company to, any Person that has made, or to the
Company's knowledge, is considering making, any Acquisition Proposal; provided
that nothing contained in this Section 5.03 shall prevent the Company from
furnishing non-public information to, or entering into discussions or
negotiations with, or affording access to the properties, books or records of
the Company or its Subsidiaries to, any Person in connection with an unsolicited
bona fide Acquisition Proposal received from such Person so long as prior to
furnishing non-public information to, or entering into discussions or
negotiations with, such Person, (i) the Board of Directors of the Company by a
majority vote determines in its good faith judgment that it is necessary to do
so to comply with its fiduciary duty to shareholders under applicable law, after
receiving the advice of outside legal counsel, and (ii) the Company receives
from such Person an executed confidentiality agreement with terms no less
favorable to the Company




                                       36





than those contained in the Confidentiality Agreement (as defined in Section
7.03). Nothing contained in this Agreement shall prevent the Board of Directors
of the Company from complying with Rule 14e-2 under the Exchange Act with regard
to an Acquisition Proposal; provided that the Board of Directors of the Company
shall not recommend that the shareholders of the Company tender their shares in
connection with a tender offer except to the extent the Board of Directors of
the Company by a majority vote determines in its good faith judgment that such a
recommendation is required to comply with the fiduciary duties of the Board of
Directors of the Company to shareholders under applicable law, after receiving
the advice of outside legal counsel. Unless the Board of Directors of the
Company by a majority vote determines in its good faith judgment that it is
necessary not to do so to comply with its fiduciary duty to shareholders under
applicable law, after receiving the advice of outside legal counsel, the Company
will (a) promptly (and in no event later than 48 hours after receipt of any
Acquisition Proposal) notify (which notice shall be provided orally and in
writing and shall identify the Person making such Acquisition Proposal and set
forth the material terms thereof) Acquiror after receipt of any Acquisition
Proposal, any indication of which the Company has knowledge that any Person is
considering making an Acquisition Proposal or any request for non-public
information relating to the Company or any Subsidiary of the Company or for
access to the properties, books or records of the Company or any Subsidiary of
the Company by any Person that has made, or to the Company's knowledge may be
considering making, an Acquisition Proposal, and (b) will keep Acquiror informed
of the status and material terms of any such Acquisition Proposal or request.
The Company and its Subsidiaries will, and the Company will use its reasonable
best efforts to cause the officers, directors, employees, investment bankers,
consultants and other agents of the Company and its Subsidiaries to, immediately
cease and cause to be terminated all discussions and negotiations, if any, that
have taken place prior to the date hereof with any parties with respect to any
Acquisition Proposal.

         For purposes of this Agreement, "Acquisition Proposal" means any offer
or proposal for, or any indication of interest in, any (i) direct or indirect
acquisition or purchase of a business or assets that constitute 20% or more of
the net revenues, net income or the assets of the Company and its Subsidiaries,
taken as a whole, (ii) direct or indirect acquisition or purchase of 20% or more
of any class of equity securities of the Company or any of its Subsidiaries
whose business constitutes 20% or more of the net revenues, net income or assets
of the Company and its Subsidiaries, taken as a whole, (iii) tender offer or
exchange offer that if consummated would result in any person beneficially
owning 20% or more of any class of equity securities of the Company or any of
its Subsidiaries whose business constitutes 20% or more the net revenues, net
income or assets of the Company and its Subsidiaries, taken as a whole, or (iv)
merger, consolidation,




                                       37





business combination, recapitalization, liquidation, dissolution or similar
transaction involving the Company or any of its Subsidiaries whose business
constitutes 20% or more of the net revenue, net income or assets of the Company
and its Subsidiaries, taken as a whole, other than the transactions contemplated
by this Agreement. For purposes of this Agreement, "Superior Proposal" means any
bona fide Acquisition Proposal for or in respect of at least a majority of the
outstanding Shares on terms that the Board of Directors of the Company
determines in its good faith judgment (after consultation with a financial
advisor of nationally recognized reputation, taking into account all the terms
and conditions of the Acquisition Proposal, including any break-up fees, expense
reimbursement provisions and conditions to consummation) are more favorable to
all of the Company's stockholders than the Merger.



                                    ARTICLE 6
                              COVENANTS OF ACQUIROR

         Acquiror agrees that:

         SECTION 6.01. Conduct of Acquiror. From the date hereof until the
Effective Time, Acquiror and its Subsidiaries shall conduct their business in
the ordinary course consistent with past practice and shall use their reasonable
best efforts to preserve intact their business organizations and relationships
with third parties. Without limiting the generality of the foregoing, and except
with the prior written consent of the Company or as contemplated by this
Agreement, from the date hereof until the Effective Time:

          (a) Acquiror will not adopt or propose any change in its certificate
of incorporation or by-laws, except as contemplated in Section 4.02(a) or
2.02(a);

          (b) Acquiror will not adopt a plan or agreement of complete or partial
liquidation, dissolution, merger, consolidation, restructuring, recapitalization
or other material reorganization of Acquiror;

          (c) Acquiror will not issue, sell, transfer, pledge, dispose of or
encumber any shares of, or securities convertible into or exchangeable for, or
options, warrants, calls, commitments or rights of any kind to acquire, any
shares of capital stock of any class or series of Acquiror, other than (i)
issuances pursuant to the exercise of convertible securities outstanding on the
date hereof or issuances pursuant to stock-based awards or options outstanding
on the date hereof or that are granted in accordance with clause (ii) below and
(ii) additional options or




                                       38





stock-based awards to acquire Acquiror Common Stock granted under the terms of
any employee or director stock option or compensation plan or arrangement of
Acquiror as in effect as of the date hereof in the ordinary course consistent
with past practice;

          (d) Acquiror will not (i) split, combine, subdivide or reclassify its
outstanding shares of capital stock or (ii) declare, set aside or pay any
dividend or other distribution payable in cash, stock or property with respect
to its capital stock other than, subject to Section 7.09, (x) regular quarterly
cash dividends payable by Acquiror on Acquiror Common Stock consistent with past
practice (including periodic dividend increases consistent with past practice),
but which for the sake of clarity shall not include any special dividend or (y)
any required dividends on preferred stock outstanding on the date hereof;

         (e) Acquiror will not, and will not permit any Subsidiary of Acquiror
to, redeem, purchase or otherwise acquire directly or indirectly any of
Acquiror's capital stock, except for repurchases, redemptions or acquisitions
(x) required by the terms of capital stock or any securities outstanding on the
date hereof, (y) required by or in connection with the respective terms, as of
the date hereof, of any employee stock option plan or compensation plan or
arrangement of Acquiror or any dividend reinvestment plan as in effect as of the
date hereof in the ordinary course of operations of such plan consistent with
past practice and only to the extent consistent with Section 7.04 or (z)
effected in the ordinary course consistent with past practice and only to the
extent consistent with Section 7.04;

          (f) Acquiror will not, and will not permit any of its Subsidiaries to,
take any action that would make any representation or warranty of Acquiror
hereunder inaccurate in any material respect at, or as of any time prior to, the
Effective Time; and

          (g) Acquiror will not, and will not permit any of its Subsidiaries to,
agree or commit to do any of the foregoing.

         SECTION 6.02. Obligations of Merger Subsidiary. Acquiror will take all
action necessary to cause Merger Subsidiary to perform its obligations under
this Agreement and to consummate the Merger on the terms and conditions set
forth in this Agreement.

         SECTION 6.03. Director and Officer Liability. (a) For seven years after
the Effective Time, Acquiror shall indemnify and hold harmless the individuals
who on or prior to the Effective Time were officers, directors and employees of
the Company or its Subsidiaries (collectively, the "Indemnitees") with respect
to all acts or omissions by them in their capacities as such or taken at the
request of the




                                       39





Company or any of its Subsidiaries at any time prior to the Effective Time to
the extent provided under the Company's certificate of incorporation and by-laws
in effect on the date hereof. Acquiror shall cause the Surviving Corporation to
honor all indemnification agreements with Indemnitees (including under the
Company's by-laws) in effect as of the date hereof in accordance with the terms
thereof. To the best knowledge of the Company, the Company has disclosed to
Acquiror all such indemnification agreements prior to the date hereof.

          (b) For seven years after the Effective Time, Acquiror shall procure
the provision of officers' and directors' liability insurance in respect of acts
or omissions occurring prior to the Effective Time covering each such Person
currently covered by the Company's officers' and directors' liability insurance
policy on terms with respect to coverage and in amounts no less favorable than
those of such policy in effect on the date hereof (it being understood that
Acquiror may discharge its obligations pursuant to this paragraph by providing
an insurance policy underwritten by Ancon Insurance Company, Inc., a
wholly-owned Subsidiary of Acquiror); provided, that if the aggregate annual
premiums for such insurance at any time during such period shall exceed 300% of
the per annum rate of premium paid by the Company and its Subsidiaries as of the
date hereof for such insurance, then Acquiror shall, or shall cause its
Subsidiaries to, provide only such coverage as shall then be available at an
annual premium equal to 300% of such rate.

          (c) The obligations of Acquiror under this Section 6.03 shall not be
terminated or modified in such a manner as to adversely affect any Indemnitee to
whom this Section 6.03 applies without the consent of such affected Indemnitee
(it being expressly agreed that the Indemnitees to whom this Section 6.03
applies shall be third party beneficiaries of this Section 6.03).

         SECTION 6.04. Acquiror Stockholder Meeting; Form S-4. Unless the Board
of Directors of the Company shall take any action permitted by the third
sentence of Section 5.02, Acquiror shall cause a meeting of its stockholders
(the "Acquiror Stockholder Meeting") to be duly called and held as soon as
reasonably practicable, on a date reasonably acceptable to the Company, for the
purpose of approving the matters constituting the Acquiror Stockholder Approval.
Except as provided in the next sentence, the Board of Directors of Acquiror
shall recommend approval of the matters constituting the Acquiror Stockholder
Approval. The Board of Directors of Acquiror shall be permitted to (i) not
recommend to Acquiror's shareholders that they give the Acquiror Stockholder
Approval or (ii) withdraw or modify in a manner adverse to the Company its
recommendation to the Acquiror's shareholders that they give the Acquiror
Stockholder Approval, only if the Board of Directors of Acquiror by a majority
vote determines in its good faith judgment that it is necessary to so withdraw
or




                                       40





modify its recommendation to comply with its fiduciary duty to shareholders
under applicable law, after receiving the advice of outside legal counsel. In
connection with the Acquiror Stockholder Meeting, Acquiror (x) will promptly
prepare and file with the SEC, will use its reasonable best efforts to have
cleared by the SEC, and will thereafter mail to its stockholders as promptly as
practicable, the Acquiror Proxy Statement and all other proxy materials for such
meeting, (y) will use its reasonable best efforts, subject to the immediately
preceding sentence, to obtain the Acquiror Stockholder Approval, and (z) will
otherwise comply with all legal requirements applicable to the Acquiror
Stockholder Meeting. Subject to the terms and conditions of this Agreement and
unless the Board of Directors of the Company shall take any action permitted by
the third sentence of Section 5.02, Acquiror shall prepare and file with the SEC
under the 1933 Act the Form S-4, and shall use its reasonable best efforts to
cause the Form S-4 to be declared effective by the SEC as promptly as
practicable. Acquiror shall promptly take any action required to be taken under
foreign or state securities or Blue Sky laws in connection with the issuance of
Acquiror Common Stock in connection with the Merger. The parties acknowledge and
agree that Acquiror may include in such proxy statement to be mailed to its
stockholders a proposal to amend Acquiror's certificate of incorporation to
eliminate the Class B Preferred Stock.

         SECTION 6.05. Stock Exchange Listing. Acquiror shall use its reasonable
best efforts to cause the shares of Acquiror Common Stock to be issued in
connection with the Merger to be listed on the NYSE, subject to official notice
of issuance.

         SECTION 6.06. Employee Benefits. (a) From and after the Effective Time,
Acquiror shall cause the Surviving Corporation to honor in accordance with their
terms all benefits and obligations under the Executive Arrangements (as defined
in Section 6.06(f)) and, subject to Section 6.06(b), the other Company Employee
Plans, each as in effect on the date hereof (or as amended with the prior
written consent of Acquiror), to the extent that entitlements or rights, actual
or contingent (whether such entitlements or rights are vested as of the
Effective Time or become vested or payable only upon the occurrence of a further
event, including a discretionary determination) exist in respect thereof as of
the Effective Time. Acquiror and the Company hereby agree that the consummation
of the Merger shall constitute a "Change in Control" for purpose of any employee
arrangement and all other Company Employee Plans, pursuant to the terms of such
plans in effect on the date hereof. No provision of this Section 6.06(a) shall
be construed as a limitation on the right of Acquiror to amend or terminate any
Company Employee Plans which the Company would otherwise have under the terms of
such Company Employee Plan, and no provision of this Section 6.06(a) shall be
construed to create a right in any employee or beneficiary of such employee
under




                                       41





a Company Employee Plan that such employee or beneficiary would not otherwise
have under the terms of such Company Employee Plan.

         (b) Following the Effective Time, Acquiror shall continue to provide to
individuals who are employed by the Company and its Subsidiaries as of the
Effective Time who remain employed with Acquiror or any Subsidiary of Acquiror
("Affected Employees"), for so long as such Affected Employees remain employed
by Acquiror or any Subsidiary of Acquiror, employee benefits (other than salary
or incentive compensation) (i) pursuant to the Company's or its Subsidiaries'
employee benefit plans, programs, policies and arrangements as provided to such
employees immediately prior to the Effective Time or (ii) pursuant to employee
benefit plans, programs, policies or arrangements maintained by Acquiror or any
Subsidiary of Acquiror providing coverage and benefits which, in the aggregate,
are no less favorable than those provided to employees of Acquiror in positions
comparable to positions held by Affected Employees with Acquiror or its
Subsidiaries from time to time after the Effective Time. Following the Effective
Time, Acquiror shall continue to provide to former employees of the Company or
its Subsidiaries (and to employees of the Company or its Subsidiaries whose
employment terminates prior to the Effective Time) ("Affected Retirees") post
retirement benefits (other than pensions) (i) pursuant to the Company Employee
Plans applicable to such Affected Retirees, each as in effect on the date
hereof, or (ii) pursuant to employee benefit plans, programs, policies or
arrangements maintained by Acquiror or any Subsidiary of Acquiror providing post
retirement coverage and benefits (other than pensions) which, in the aggregate,
are no less favorable than those provided to former employees of Acquiror.

          (c) Acquiror will, or will cause the Surviving Corporation to, give
Affected Employees full credit for purposes of eligibility, vesting, benefit
accrual (including benefit accrual under any defined benefit pension plans,
provided that a participant's benefit under any such defined benefit pension
plan may be offset by such participant's accrued benefit under the Company
defined benefit pension plan) and determination of the level of benefits under
any employee benefit plans or arrangements maintained by Acquiror or any
Subsidiary of Acquiror for such Affected Employees' service with the Company or
any Subsidiary of the Company to the same extent recognized by the Company
immediately prior to the Effective Time.

          (d) Acquiror will, or will cause the Surviving Corporation to, (i)
waive all limitations as to preexisting conditions, exclusions and waiting
periods with respect to participation and coverage requirements applicable to
the Affected Employees under any welfare benefit plans that such employees may
be eligible to participate in after the Effective Time, other than limitations
or waiting periods




                                       42





that are already in effect with respect to such employees and that have not been
satisfied as of the Effective Time under any welfare plan maintained for the
Affected Employees immediately prior to the Effective Time, and (ii) provide
each Affected Employee with credit for any co-payments and deductibles paid
prior to the Effective Time in satisfying any applicable deductible or
out-of-pocket requirements under any welfare plans that such employees are
eligible to participate in after the Effective Time.

          (e) Acquiror (i) acknowledges that the Company's Board and the
Management Compensation and Organization Committee (the "MCOC") of the Company's
Board has determined that all officers and employees covered by the Company
Management Retention Plan have performed at a level satisfactory to the Company
over the period that the conditional retention awards granted thereunder have
been outstanding and, accordingly, that all such individuals would be entitled
to full payment under the Company Management Retention Plan were they to retire
or otherwise terminate their employment with the Company or any of its
Subsidiaries and (ii) agrees to give considerable weight to such determination
in administering the Company Management Retention Plan after the Effective Time,
given the significant length of time that has elapsed since the award grants.

          (f) Acquiror agrees that the 1986, 1991 and 1995 Company Incentive
Compensation and Stock Ownership Plans, the Company Management Retention Plan,
the Supplemental Pension Annuity Program of Mobil Corporation, the Executive
Life Insurance Program of Mobil Corporation and the Company Employee Severance
Plan (collectively, the "Executive Arrangements"), as well as any award made
under any Executive Arrangement (including Company Stock Options and Company
Awards), shall be administered in accordance with the past practices and
interpretations of the Company's Board and the MCOC (including those past
practices and interpretations previously disclosed by the Company to Acquiror)
with respect to eligibility, vesting, term and payment, among other matters. Any
question regarding the past practices and interpretations of the Company's Board
and the MCOC and the application thereof to the type of facts and circumstances
in a given case shall be referred to Mr. Lucio A. Noto or his designee for a
final decision with respect thereto, which decision shall not be inconsistent
with the intention of this Agreement and the Merger.






                                       43





                                    ARTICLE 7
                      COVENANTS OF ACQUIROR AND THE COMPANY

         The parties hereto agree that:

         SECTION 7.01. Best Efforts. (a) The Company and Acquiror shall each
cooperate with the other and use (and shall use best efforts to cause their
respective Subsidiaries to use) their respective best efforts to promptly (i)
take or cause to be taken all actions, and do or cause to be done all things,
necessary, proper or advisable under this Agreement and applicable laws to
consummate and make effective the Merger and the other transactions contemplated
by this Agreement as soon as practicable, including, without limitation,
preparing and filing as promptly as practicable all documentation to effect all
necessary filings, notices, petitions, statements, registrations, submissions of
information, applications and other documents and (ii) obtain all approvals,
consents, registrations, permits, authorizations and other confirmations
required to be obtained from any third party necessary, proper or advisable to
consummate the Merger and the other transactions contemplated by this Agreement.
Subject to applicable laws relating to the exchange of information, the Company
and Acquiror shall have the right to review in advance, and to the extent
practicable each will consult the other on, all the information relating to the
Company and its Subsidiaries or Acquiror and its Subsidiaries, as the case may
be, that appears in any filing made with, or written materials submitted to, any
third party and/or any governmental authority in connection with the Merger and
the other transactions contemplated by this Agreement.

          (b) Notwithstanding anything else contained herein, the provisions of
this Section 7.01 shall not be construed to require either party to undertake
any efforts or to take any action if the result thereof would give Acquiror the
right to decline to consummate the transactions contemplated by this Agreement
pursuant to Section 8.02 by reason of giving rise to a Substantial Detriment.

         SECTION 7.02. Certain Filings. The Company and Acquiror shall cooperate
with one another (a) in connection with the preparation of the Company Proxy
Statement, the Acquiror Proxy Statement and the Form S-4, (b) in determining
whether any action by or in respect of, or filing with, any governmental body,
agency or official, or authority is required, or any actions, consents,
approvals or waivers are required to be obtained from parties to any material
contracts, in connection with the consummation of the transactions contemplated
by this Agreement and (c) in seeking any such actions, consents, approvals or
waivers or making any such filings, furnishing information required in
connection therewith or with the Company Proxy Statement, the Acquiror




                                       44





Proxy Statement or the Form S-4 and seeking timely to obtain any such actions,
consents, approvals or waivers.

         SECTION 7.03. Access to Information. From the date hereof until the
Effective Time, to the extent permitted by applicable law, the Company and
Acquiror will give the other party, its counsel, financial advisors, auditors
and other authorized representatives reasonable access to the offices,
properties, books and records of such party and its Subsidiaries, furnish to the
other party, its counsel, financial advisors, auditors and other authorized
representatives such financial and operating data and other information as such
Persons may reasonably request and will instruct its own employees, counsel and
financial advisors to cooperate with the other party in its investigation of the
business of the Company or Acquiror, as the case may be; provided that no
investigation of the other party's business shall affect any representation or
warranty given by either party hereunder. All information obtained by Acquiror
or the Company pursuant to this Section shall be kept confidential in accordance
with, and shall otherwise be subject to the terms of, the Confidentiality
Agreement dated November 12, 1998 between Acquiror and the Company (the
"Confidentiality Agreement").

         SECTION 7.04. Tax and Accounting Treatment. (a) Each of Acquiror and
the Company shall not take any action and shall not fail to take any action
which action or failure to act would prevent, or would be reasonably likely to
prevent, the Merger from qualifying (a) for "pooling of interests" accounting
treatment as described in Section 3.19(a) or (b) as a 368 Reorganization.

         (b) Acquiror shall use its reasonable best efforts to provide to Davis
Polk & Wardwell and Skadden, Arps, Slate, Meagher & Flom LLP a certificate
substantially in the form attached hereto as Exhibit C-1. The Company shall use
its reasonable best efforts to provide to Davis Polk & Wardwell and Skadden,
Arps, Slate, Meagher & Flom LLP a certificate substantially in the form attached
hereto as Exhibit C-2.

         SECTION 7.05. Public Announcements. Acquiror and the Company will
consult with each other before issuing any press release or making any public
statement with respect to this Agreement and the transactions contemplated
hereby and shall not issue any such press release or make any such public
statement without the prior consent of the other party, which consent shall not
be unreasonably withheld. Notwithstanding the foregoing, any such press release
or public statement as may be required by applicable law or any listing
agreement with any national securities exchange may be issued prior to such
consultation, if the party making such release or statement has used its
reasonable efforts to consult with the other party.




                                       45





         SECTION 7.06. Further Assurances. At and after the Effective Time, the
officers and directors of the Surviving Corporation will be authorized to
execute and deliver, in the name and on behalf of the Company or Merger
Subsidiary, any deeds, bills of sale, assignments or assurances and to take and
do, in the name and on behalf of the Company or Merger Subsidiary, any other
actions and things to vest, perfect or confirm of record or otherwise in the
Surviving Corporation any and all right, title and interest in, to and under any
of the rights, properties or assets of the Company acquired or to be acquired by
the Surviving Corporation as a result of, or in connection with, the Merger.

         SECTION 7.07.  Notices of Certain Events.  (a) Each of the Company and
Acquiror shall promptly notify the other party of:

              (i) any notice or other communication from any Person
         alleging that the consent of such Person is or may be required in
         connection with the transactions contemplated by this Agreement;
         and

              (ii) any notice or other communication from any governmental or
         regulatory agency or authority in connection with the transactions
         contemplated by this Agreement.

          (b) The Company and Acquiror shall promptly notify the other party of
any actions, suits, claims, investigations or proceedings commenced or, to the
best of its knowledge threatened against, relating to or involving or otherwise
affecting such party or any of its Subsidiaries which relate to the consummation
of the transactions contemplated by this Agreement.

         SECTION 7.08. Affiliates. (a) The Company shall use its reasonable best
efforts to deliver to Acquiror, within 15 days of the date hereof, a letter
agreement substantially in the form of Exhibit B-1 hereto executed by each
Person listed on Schedule 7.08(a).

          (b) Acquiror shall use its reasonable best efforts to obtain, within
15 days of the date hereof, a letter agreement substantially in the form of
Exhibit B-2 hereto executed by each Person listed on Schedule 7.08(b).

          (c) Prior to the Effective Time, the Company shall cause to be
delivered to Acquiror a letter identifying, to the best of the Company's
knowledge, all Persons who are, at the time of the Company Stockholder Meeting,
"affiliates" of the Company for purposes of Rule 145 under the 1933 Act. The
Company shall furnish such information and documents as Acquiror may reasonably
request for the purpose of reviewing such list. The Company shall use its
reasonable best efforts to cause each Person who is so identified as an
affiliate to deliver to




                                       46





Acquiror on or prior to the Effective Time a letter agreement substantially in
the form of Exhibit B-3 to this Agreement.

         SECTION 7.09. Payment of Dividends. From the date hereof until the
Effective Time, Acquiror and the Company will coordinate with each other
regarding the declaration of dividends in respect of the shares of Acquiror
Common Stock and the Shares and the record dates and payment dates relating
thereto, it being the intention of the parties that holders of Shares will not
receive two dividends, or fail to receive one dividend, for any single calendar
quarter with respect to their Shares and the shares of Acquiror Common Stock any
holder of Shares receives in exchange therefor in connection with the Merger.


                                    ARTICLE 8
                            CONDITIONS TO THE MERGER

         SECTION 8.01. Conditions to the Obligations of Each Party. The
obligations of the Company, Acquiror and Merger Subsidiary to consummate the
Merger are subject to the satisfaction (or, to the extent legally permissible,
waiver) of the following conditions:

          (a) this Agreement shall have been adopted by the stockholders of the
Company in accordance with Delaware Law;

          (b) any applicable waiting period under the HSR Act relating to the
Merger shall have expired;

          (c) the approval by the European Commission of the transactions
contemplated by this Agreement shall have been obtained pursuant to the EC
Merger Regulation;

          (d) no provision of any applicable law or regulation and no judgment,
injunction, order or decree shall prohibit or enjoin the consummation of the
Merger;

          (e) the parties shall have received all required approvals and third
party consents listed on Schedule 8.01(e);

          (f) the matters constituting the Acquiror Stockholder Approval shall
have been approved by the stockholders of Acquiror in accordance with applicable
law or regulation;





                                       47





          (g) the Form S-4 shall have been declared effective under the 1933 Act
and no stop order suspending the effectiveness of the Form S-4 shall be in
effect and no proceedings for such purpose shall be pending before or threatened
by the SEC;

          (h) the shares of Acquiror Common Stock to be issued in the Merger
shall have been approved for listing on the NYSE, subject to official notice of
issuance; and

         (i) (i) Acquiror shall have received a letter from
PricewaterhouseCoopers LLP dated as of the Closing Date and addressed to
Acquiror (a copy of which shall have been furnished to the Company), stating
that based on the information furnished to PricewaterhouseCoopers LLP in the
related certificate of Acquiror's management and based on the letter from Ernst
& Young LLP referenced in clause (ii) below, PricewaterhouseCoopers LLP concurs
with Acquiror management's conclusion that, as of the Closing Date, no
conditions exist that would preclude Acquiror's accounting for the Merger as a
pooling of interests and such letter shall not have been withdrawn or modified
in any material respect and (ii) the Company shall have received a letter from
Ernst & Young LLP dated as of the Closing Date and addressed to the Company (a
copy of which shall have been furnished to Acquiror), in which Ernst & Young LLP
concurs with the Company management's conclusion that no conditions exist
relating to the Company that would preclude the Acquiror from accounting for the
Merger as a pooling of interests, and such letter shall not have been withdrawn
or modified in any material respect.

         SECTION 8.02. Conditions to the Obligations of Acquiror and Merger
Subsidiary. The obligations of Acquiror and Merger Subsidiary to consummate the
Merger are subject to the satisfaction (or, to the extent legally permissible,
waiver) of the following further conditions:

         (a) (i) the Company shall have performed in all material respects all
of its obligations hereunder required to be performed by it at or prior to the
Effective Time, (ii) except to the extent expressly permitted under this
Agreement, the representations and warranties of the Company contained in this
Agreement and in any certificate or other writing delivered by the Company
pursuant hereto (x) that are qualified by materiality or Material Adverse Effect
shall be true at and as of the Effective Time as if made at and as of such time,
and (y) that are not qualified by materiality or Material Adverse Effect shall
be true in all material respects at and as of the Effective Time as if made at
and as of such time and (iii) Acquiror shall have received a certificate signed
by a vice-president of the Company to the foregoing effect;




                                       48





          (b) there shall not be instituted or pending any action or proceeding
by any governmental authority (whether domestic, foreign or supranational)
before any court or governmental authority or agency, domestic, foreign or
supranational, (i) seeking to restrain, prohibit or otherwise interfere with the
ownership or operation by Acquiror or any Subsidiary of Acquiror of all or any
portion of the business of the Company or any of its Subsidiaries or of Acquiror
or any of its Subsidiaries or to compel Acquiror or any Subsidiary of Acquiror
to dispose of or hold separate all or any portion of the business or assets of
the Company or any of its Subsidiaries or of Acquiror or any of its
Subsidiaries, (ii) seeking to impose or confirm limitations on the ability of
Acquiror or any Subsidiary of Acquiror effectively to exercise full rights of
ownership of the Shares (or shares of stock of the Surviving Corporation)
including, without limitation, the right to vote any Shares (or shares of stock
of the Surviving Corporation) on any matters properly presented to stockholders
or (iii) seeking to require divestiture by Acquiror or any Subsidiary of
Acquiror of any Shares (or shares of stock of the Surviving Corporation) if any
such matter referred to in clause (i), (ii) or (iii) hereof could reasonably be
expected to result in a substantial detriment to the Acquiror and its
Subsidiaries (including the Company and its Subsidiaries), taken as a whole (any
such substantial detriment being referred to in this Agreement as a "Substantial
Detriment");

          (c) there shall not be any statute, rule, regulation, injunction,
order or decree, enacted, enforced, promulgated, entered, issued or deemed
applicable to the Merger and the other transactions contemplated hereby (or in
the case of any statute, rule or regulation, awaiting signature or reasonably
expected to become law), by any court, government or governmental authority or
agency or legislative body, domestic, foreign or supranational, that is
reasonably likely, directly or indirectly, to result in a Substantial Detriment;

          (d) (i) all required approvals or consents of any governmental
authority (whether domestic, foreign or supranational) in connection with the
Merger and the consummation of the other transactions contemplated hereby shall
have been obtained (and all relevant statutory, regulatory or other governmental
waiting periods, whether domestic, foreign or supranational, shall have expired)
unless the failure to receive any such approval or consent would not be
reasonably likely, directly or indirectly, to result in a Substantial Detriment
and (ii) all such approvals and consents which have been obtained shall be on
terms that are not reasonably likely, directly or indirectly, to result in a
Substantial Detriment;

         (e) Acquiror shall have received an opinion of Davis Polk & Wardwell in
form and substance reasonably satisfactory to Acquiror, on the basis of certain
facts, representations and assumptions set forth in such opinion, dated the
Effective Time, to the effect that the Merger will be treated for federal income
tax




                                       49





purposes as a reorganization qualifying under the provisions of Section 368(a)
of the Code and that each of Acquiror, Merger Subsidiary and the Company will be
a party to the reorganization within the meaning of Section 368(b) of the Code.
In rendering such opinion, such counsel shall be entitled to rely upon certain
representations of officers of Acquiror and the Company reasonably requested by
counsel, including without limitation those contained in certificates
substantially in the form attached as Exhibits C-1 and C-2; and

          (f) since the date of this Agreement, there shall not have been any
event, occurrence, development or state of circumstances which, individually or
in the aggregate, has had or would reasonably be expected to have a Material
Adverse Effect on the Company.

         SECTION 8.03. Conditions to the Obligations of the Company. The
obligation of the Company to consummate the Merger is subject to the
satisfaction (or, to the extent legally permissible, waiver) of the following
further conditions:

          (a) (i) Acquiror shall have performed in all material respects all of
its obligations hereunder required to be performed by it at or prior to the
Effective Time, (ii) except to the extent expressly permitted under this
Agreement, the representations and warranties of Acquiror contained in this
Agreement and in any certificate or other writing delivered by Acquiror pursuant
hereto (x) that are qualified by materiality or Material Adverse Effect shall be
true at and as of the Effective Time as if made at and as of such time, and (y)
that are not qualified by materiality or Material Adverse Effect shall be true
in all material respects at and as of the Effective Time as if made at and as of
such time and (iii) the Company shall have received a certificate signed by a
vice-president of Acquiror to the foregoing effect;

          (b) the Company shall have received an opinion of Skadden, Arps,
Slate, Meagher & Flom LLP in form and substance reasonably satisfactory to the
Company, on the basis of certain facts, representations and assumptions set
forth in such opinion, dated the Effective Time, to the effect that the Merger
will be treated for federal income tax purposes as a reorganization qualifying
under the provisions of Section 368(a) of the Code and that each of Acquiror,
Merger Subsidiary and the Company will be a party to the reorganization within
the meaning of Section 368(b) of the Code. In rendering such opinion, such
counsel shall be entitled to rely upon certain representations of officers of
Acquiror and the Company reasonably requested by counsel, including without
limitation those contained in certificates substantially in the form attached as
Exhibits C-1 and C-2; and





                                       50





          (c) since the date of this Agreement, there shall not have been any
event, occurrence, development or state of circumstances which, individually or
in the aggregate, has had or would reasonably be expected to have a Material
Adverse Effect on Acquiror.



                                    ARTICLE 9
                                   TERMINATION

         SECTION 9.01. Termination. This Agreement may be terminated and the
Merger may be abandoned at any time prior to the Effective Time (notwithstanding
any approval of this Agreement by the stockholders of the Company or any
approval of the matters constituting the Acquiror Stockholder Approval by the
stockholders of Acquiror):

          (a)   by mutual written consent of the Company and Acquiror;

          (b)   by either the Company or Acquiror,

              (i) if the Merger has not been consummated by the first
         anniversary of the date hereof (the "End Date"); provided that if
         (x) the Effective Time has not occurred by such first anniversary
         by reason of non-satisfaction of any of the conditions set forth
         in Sections 8.01(b), 8.01(c), 8.01(e), 8.02(b), 8.02(c) or 8.02(d)
         and (y) all other conditions in Article 8 have theretofore been
         satisfied or (to the extent legally permissible) waived or are
         then capable of being satisfied, the End Date will be June 30,
         2000; provided further that the right to terminate this Agreement
         under this Section 9.01(b)(i) shall not be available to any party
         whose failure to fulfill in any material respect any obligation
         under this Agreement has caused or resulted in the failure of the
         Effective Time to occur on or before the End Date;

              (ii) if the Company Stockholder Approval shall not have been
         obtained by reason of the failure to obtain the required vote at a
         duly held meeting of stockholders or any adjournment thereof; or

              (iii) if the Acquiror Stockholder Approval shall not have
         been obtained by reason of the failure to obtain the required vote
         at a duly held meeting of stockholders or any adjournment thereof;





                                       51





          (c) by either the Company or Acquiror, if there shall be any law or
regulation that makes consummation of the Merger illegal or otherwise prohibited
or if any judgment, injunction, order or decree enjoining Acquiror or the
Company from consummating the Merger is entered and such judgment, injunction,
order or decree shall become final and nonappealable;

          (d) by Acquiror, if the Board of Directors of the Company shall have
failed to recommend or withdrawn or modified or changed in a manner adverse to
Acquiror its approval or recommendation of this Agreement or the Merger, or
shall have failed to call the Company Stockholder Meeting in accordance with
Section 5.02, or shall have recommended a Superior Proposal (or the Board of
Directors of the Company resolves to do any of the foregoing);

          (e) by the Company, if (i) the Board of Directors of the Company
authorizes the Company, subject to complying with the terms of this Agreement,
to enter into a binding written agreement concerning a transaction that
constitutes a Superior Proposal and the Company notifies Acquiror in writing
that it intends to enter into such an agreement, attaching the most current
version of such agreement (or a description of all material terms and conditions
thereof) to such notice, (ii) Acquiror does not make, within three business days
of receipt of the Company's written notification of its intention to enter into
a binding agreement for a Superior Proposal, an offer that the Board of
Directors of the Company determines, in good faith after consultation with its
financial advisors, is at least as favorable to the shareholders of the Company
as the Superior Proposal, it being understood that the Company shall not enter
into any such binding agreement during such three day period and (iii) the
Company prior to such termination pursuant to this clause (e) pays to Acquiror
in immediately available funds the fees required to be paid pursuant to Section
10.04. The Company agrees to notify Acquiror promptly if its intention to enter
into a written agreement referred to in its notification shall change at any
time after giving such notification; or

          (f) by the Company, if the Board of Directors of Acquiror shall have
failed to recommend or withdrawn or modified or changed in a manner adverse to
the Company its approval and recommendation of the matters constituting the
Acquiror Stockholder Approval, or shall have failed to call the Acquiror
Stockholder Meeting in accordance with Section 6.04 (or the Board of Directors
of Acquiror resolves to do any of the foregoing).

         The party desiring to terminate this Agreement pursuant to clause (b),
(c), (d), (e), or (f) of this Section 9.01 shall give written notice of such
termination to the other party in accordance with Section 10.01, specifying the
provision hereof pursuant to which such termination is effected.




                                       52





         SECTION 9.02. Effect of Termination. If this Agreement is terminated
pursuant to Section 9.01, this Agreement shall become void and of no effect with
no liability on the part of any party hereto, except that (a) the agreements
contained in this Section 9.02, in Section 10.04, in the Option Agreement and in
the Confidentiality Agreement shall survive the termination hereof and (b) no
such termination shall relieve any party of any liability or damages resulting
from any willful breach by that party of this Agreement.



                                   ARTICLE 10
                                  MISCELLANEOUS

         SECTION 10.01. Notices. All notices, requests and other communications
to any party hereunder shall be in writing (including facsimile or similar
writing) and shall be given,

         if to Acquiror or Merger Subsidiary, to:

                  Charles W. Matthews
                  Exxon Corporation
                  5959 Las Colinas Boulevard
                  Irving, Texas 75039-2298
                  Facsimile No.: (972) 444-1438

                  with a copy to:

                  George R. Bason, Jr.
                  Davis Polk & Wardwell
                  450 Lexington Avenue
                  New York, New York 10017
                  Facsimile No.: (212) 450-4800

         if to the Company, to:

                  Samuel H. Gillespie III
                  Mobil Corporation
                  3225 Gallows Road
                  Fairfax, Virginia 22307-0001
                  Facsimile No.: (703) 846-4674

                  with a copy to:




                                       53





                  Roger S. Aaron
                  Skadden, Arps, Slate, Meagher & Flom LLP
                  919 Third Avenue
                  New York, New York 10022
                  Facsimile No.: (212) 735-2000

or such other address or facsimile number as such party may hereafter specify
for the purpose by notice to the other parties hereto. Each such notice, request
or other communication shall be effective (a) if given by facsimile, when such
facsimile is transmitted to the facsimile number specified in this Section and
the appropriate facsimile confirmation is received or (b) if given by any other
means, when delivered at the address specified in this Section.

         SECTION 10.02. Non-Survival of Representations and Warranties. The
representations and warranties contained herein and in any certificate or other
writing delivered pursuant hereto shall not survive the Effective Time or the
termination of this Agreement.

         SECTION 10.03. Amendments; No Waivers. (a) Any provision of this
Agreement (including the Exhibits and Schedules hereto) may be amended or waived
prior to the Effective Time if, and only if, such amendment or waiver is in
writing and signed, in the case of an amendment, by the Company, Acquiror and
Merger Subsidiary, or in the case of a waiver, by the party against whom the
waiver is to be effective; provided that after the adoption of this Agreement by
the stockholders of the Company, no such amendment or waiver shall, without the
further approval of such stockholders, alter or change (i) the amount or kind of
consideration to be received in exchange for any shares of capital stock of the
Company, (ii) any term of the certificate of incorporation of the Surviving
Corporation or (iii) any of the terms or conditions of this Agreement if such
alteration or change would adversely affect the holders of any shares of capital
stock of the Company.

          (b) No failure or delay by any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein
provided shall be cumulative and not exclusive of any rights or remedies
provided by law.

         SECTION 10.04. Expenses. (a) Except as otherwise specified in this
Section 10.04 or the Option Agreement or agreed in writing by the parties, all
costs and expenses incurred in connection with this Agreement and the
transactions contemplated by this Agreement shall be paid by the party incurring
such cost or expense; provided that all liability for transfer taxes (other than




                                       54





transfer taxes to be paid by Acquiror in connection with the issuance and
creation of Acquiror Common Stock and Acquiror Preferred Stock in the Merger, as
provided in Section 1.02(b)) incurred by the Company or the Company's
stockholders in connection with the transactions contemplated hereby shall be
paid by the Surviving Corporation out of its own funds and will not be paid,
directly or indirectly, by Acquiror.

          (b)   If:

              (i) the Company shall terminate this Agreement pursuant to
         Section 9.01(e);

              (ii)  Acquiror shall terminate this Agreement pursuant to
         Section 9.01(d), unless at the time of such failure to recommend,
         withdrawal or adverse modification or change, failure to call the
         Company Stockholder Meeting or recommendation of a Superior
         Proposal, any of the conditions set forth in Section 8.03(a) or
         8.03(c) would not have been satisfied as of such date and would
         not be reasonably capable of being satisfied; or

              (iii) either the Company or Acquiror shall terminate this
         Agreement pursuant to Section 9.01(b)(ii) in circumstances where
         the Company Stockholder Approval has not been obtained and prior
         to the Company Stockholder Meeting an Acquisition Proposal is made
         by any Person and the Company enters into a definitive agreement
         within twelve months after termination of this Agreement either
         (1) in respect of any Acquisition Proposal with such Person or its
         affiliate or (2) in respect of any Acquisition Proposal with any
         other Person (other than Acquiror or any affiliate of Acquiror)
         providing, in the case of this clause (2), greater value per Share
         than the Exercise Price (as defined in the Option Agreement),

then in any case as described in clause (i), (ii) or (iii) (each such case of
termination being referred to as a "Trigger Event") the Company shall pay to
Acquiror (by wire transfer of immediately available funds not later than the
date of termination of this Agreement or, in the case of clause (iii), the date
of such definitive agreement) an amount equal to $1,500,000,000. Acceptance by
Acquiror of the payment referred to in the foregoing sentence shall constitute
conclusive evidence that this Agreement has been validly terminated and upon
acceptance of payment of such amount the Company shall be fully released and
discharged from any liability or obligation resulting from or under this
Agreement (but without limiting the Company's obligations under the Option
Agreement).




                                       55





          (c) If the Company shall terminate this Agreement pursuant to Section
9.01(f) unless at the time of such failure to recommend, withdrawal or adverse
modification or change or failure to call the Acquiror Stockholder Meeting any
of the conditions set forth in Section 8.02(a) or 8.02(f) would not have been
satisfied as of such date and would not be reasonably capable of being
satisfied, then Acquiror shall pay to the Company (by wire transfer of
immediately available funds not later than the date of termination of this
Agreement) an amount equal to $1,500,000,000. Acceptance by the Company of the
payment referred to in the foregoing sentence shall constitute conclusive
evidence that this Agreement has been validly terminated and upon acceptance of
payment of such amount the Acquiror shall be fully released and discharged from
any liability or obligation resulting from or under this Agreement.

         SECTION 10.05. Successors and Assigns. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns; provided that no party may assign, delegate
or otherwise transfer any of its rights or obligations under this Agreement
without the consent of the other parties hereto except that Merger Subsidiary
may transfer or assign, in whole or from time to time in part, to one or more of
its affiliates, its rights under this Agreement, but any such transfer or
assignment will not relieve Merger Subsidiary of its obligations hereunder.

         SECTION 10.06.  Governing Law.  This Agreement shall be construed in
accordance with and governed by the law of the State of Delaware, without regard
to principles of conflicts of law.

         SECTION 10.07. Jurisdiction. Any suit, action or proceeding seeking to
enforce any provision of, or based on any matter arising out of or in connection
with, this Agreement or the transactions contemplated hereby may be brought in
any federal or state court located in the State of Delaware, and each of the
parties hereby consents to the jurisdiction of such courts (and of the
appropriate appellate courts therefrom) in any such suit, action or proceeding
and irrevocably waives, to the fullest extent permitted by law, any objection
which it may now or hereafter have to the laying of the venue of any such suit,
action or proceeding in any such court or that any such suit, action or
proceeding which is brought in any such court has been brought in an
inconvenient forum. Process in any such suit, action or proceeding may be served
on any party anywhere in the world, whether within or without the jurisdiction
of any such court. Without limiting the foregoing, each party agrees that
service of process on such party as provided in Section 10.01 shall be deemed
effective service of process on such party.

         SECTION 10.08.  Waiver of Jury Trial.  EACH OF THE PARTIES
HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO




                                       56





TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATED TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.

         SECTION 10.09. Counterparts; Effectiveness. This Agreement may be
signed in any number of counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement shall become effective when each party hereto shall
have received counterparts hereof signed by all of the other parties hereto.

         SECTION 10.10. Entire Agreement. This Agreement (including the Exhibits
and Schedules hereto), the Option Agreement and the Confidentiality Agreement
constitute the entire agreement between the parties with respect to the subject
matter of this Agreement and supersede all prior agreements and understandings,
both oral and written, between the parties with respect to the subject matter
hereof and thereof. Except as provided in Section 6.03(c), no provision of this
Agreement or any other agreement contemplated hereby is intended to confer on
any Person other than the parties hereto any rights or remedies.

         SECTION 10.11.  Captions.  The captions herein are included for
convenience of reference only and shall be ignored in the construction or
interpretation hereof.

         SECTION 10.12. Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated
so long as the economic or legal substance of the transactions contemplated
hereby is not affected in any manner materially adverse to any party. Upon such
a determination, the parties shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner in order that the transactions contemplated
hereby be consummated as originally contemplated to the fullest extent possible.




                                       57





         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.

                                            MOBIL CORPORATION


                                      By: /s/ Lucio A. Noto
                                         -------------------------------
                                         Name: Lucio A. Noto
                                         Title: Chairman and Chief
                                                Executive Officer




                                            EXXON CORPORATION


                                      By: /s/ Lee R. Raymond
                                         -------------------------------
                                         Name: Lee R. Raymond
                                         Title: Chairman of the Board




                                            LION ACQUISITION SUBSIDIARY
                                                  CORPORATION


                                      By: /s/ T. Peter Townsend
                                         --------------------------------
                                         Name: T. Peter Townsend
                                         Title: President