{"id":43092,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-and-plan-of-merger-mobil-corp-and-exxon-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-and-plan-of-merger-mobil-corp-and-exxon-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-and-plan-of-merger-mobil-corp-and-exxon-corp.html","title":{"rendered":"Agreement and Plan of Merger &#8211; Mobil Corp. and Exxon Corp."},"content":{"rendered":"<pre>\n\n                          AGREEMENT AND PLAN OF MERGER\n\n                                   dated as of\n\n                                December 1, 1998\n\n                                      among\n\n                                MOBIL CORPORATION\n\n                                EXXON CORPORATION\n\n                                       and\n\n                     LION ACQUISITION SUBSIDIARY CORPORATION\n\n\n\n\n\n\n\n\n\n\n\n                              TABLE OF CONTENTS(1)\n                             ----------------------\n\n                                                                        PAGE\n                                                                        ----\n\n                                    ARTICLE 1\n                                   THE MERGER\n\nSECTION 1.01.  The Merger  ...............................................2\nSECTION 1.02.  Conversion of Shares.......................................2\nSECTION 1.03.  Surrender and Payment......................................4\nSECTION 1.04.  Stock Options..............................................6\nSECTION 1.05.  Adjustments ...............................................8\nSECTION 1.06.  Fractional Shares..........................................8\nSECTION 1.07.  Withholding Rights.........................................9\nSECTION 1.08.  Lost Certificates..........................................9\nSECTION 1.09.  Shares Held by Company Affiliates..........................9\nSECTION 1.10.  Dissenter's Rights........................................10\n\n                                    ARTICLE 2\n                           CERTAIN GOVERNANCE MATTERS\n\nSECTION 2.01.  Acquiror Name.............................................10\nSECTION 2.02.  Acquiror Board of Directors...............................10\nSECTION 2.03.  Transition Committee......................................11\nSECTION 2.04.  Certificate of Incorporation of the Surviving\n                           Corporation...................................11\nSECTION 2.05.  By-laws of the Surviving Corporation......................11\nSECTION 2.06.  Directors and Officers of the Surviving\n                           Corporation...................................11\n\n                                    ARTICLE 3\n                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY\n\nSECTION 3.01.  Corporate Existence and Power.............................12\nSECTION 3.02.  Corporate Authorization...................................12\nSECTION 3.03.  Governmental Authorization................................13\nSECTION 3.04.  Non-Contravention.........................................13\nSECTION 3.05.  Capitalization of the Company.............................14\nSECTION 3.06.  Subsidiaries..............................................15\n--------\n         1 The Table of Contents is not a part of this Agreement.\n\n\n\n\n                                        i\n\n\n\n\n                                                                        PAGE\n                                                                        ----\n\nSECTION 3.07.  SEC Filings ..............................................16\nSECTION 3.08.  Financial Statements......................................17\nSECTION 3.09.  Disclosure Documents......................................17\nSECTION 3.10.  Absence of Certain Changes................................18\nSECTION 3.11.  No Undisclosed Material Liabilities.......................19\nSECTION 3.12.  Litigation  ..............................................19\nSECTION 3.13.  Taxes       ..............................................19\nSECTION 3.14.  Employee Benefit Plans....................................20\nSECTION 3.15.  Compliance with Laws......................................22\nSECTION 3.16.  Finders' or Advisors' Fees................................22\nSECTION 3.17.  Environmental Matters.....................................22\nSECTION 3.18.  Opinion of Financial Advisor..............................23\nSECTION 3.19.  Pooling; Tax Treatment....................................23\nSECTION 3.20.  Pooling Letter............................................23\nSECTION 3.21.  Takeover Statutes.........................................23\nSECTION 3.22.  Rights Agreement..........................................24\n\n                                    ARTICLE 4\n                   REPRESENTATIONS AND WARRANTIES OF ACQUIROR\n\nSECTION 4.01.  Corporate Existence and Power.............................24\nSECTION 4.02.  Corporate Authorization...................................24\nSECTION 4.03.  Governmental Authorization................................25\nSECTION 4.04.  Non-Contravention.........................................25\nSECTION 4.05.  Capitalization............................................26\nSECTION 4.06.  Subsidiaries..............................................27\nSECTION 4.07.  SEC Filings ..............................................28\nSECTION 4.08.  Financial Statements......................................28\nSECTION 4.09.  Disclosure Documents......................................29\nSECTION 4.10.  Absence of Certain Changes................................30\nSECTION 4.11.  No Undisclosed Material Liabilities.......................30\nSECTION 4.12.  Litigation  ..............................................30\nSECTION 4.13.  Taxes       ..............................................31\nSECTION 4.14.  Employee Benefit Plans....................................31\nSECTION 4.15.  Compliance with Laws......................................32\nSECTION 4.16.  Finders' or Advisors' Fees................................33\nSECTION 4.17.  Environmental Matters.....................................33\nSECTION 4.18.  Opinion of Financial Advisor..............................33\nSECTION 4.19.  Pooling; Tax Treatment....................................33\nSECTION 4.20.  Pooling Letter............................................34\n\n\n\n\n\n                                       ii\n\n\n\n\n                                                                        PAGE\n                                                                        ----\n\n                                    ARTICLE 5\n                            COVENANTS OF THE COMPANY\n\nSECTION 5.01.  Conduct of the Company....................................34\nSECTION 5.02.  Company Stockholder Meeting; Proxy Material...............36\nSECTION 5.03.  Other Offers..............................................37\n\n                                    ARTICLE 6\n                              COVENANTS OF ACQUIROR\n\nSECTION 6.01.  Conduct of Acquiror.......................................39\nSECTION 6.02.  Obligations of Merger Subsidiary..........................40\nSECTION 6.03.  Director and Officer Liability............................40\nSECTION 6.04.  Acquiror Stockholder Meeting; Form S-4....................41\nSECTION 6.05.  Stock Exchange Listing....................................42\nSECTION 6.06.  Employee Benefits.........................................42\n\n                                    ARTICLE 7\n                      COVENANTS OF ACQUIROR AND THE COMPANY\n\nSECTION 7.01. Best Efforts ..............................................45\nSECTION 7.02.  Certain Filings...........................................45\nSECTION 7.03.  Access to Information.....................................46\nSECTION 7.04.  Tax and Accounting Treatment..............................46\nSECTION 7.05.  Public Announcements......................................46\nSECTION 7.06.  Further Assurances........................................47\nSECTION 7.07.  Notices of Certain Events.................................47\nSECTION 7.08.  Affiliates  ..............................................47\nSECTION 7.09.  Payment of Dividends......................................48\n\n                                    ARTICLE 8\n                            CONDITIONS TO THE MERGER\n\nSECTION 8.01.  Conditions to the Obligations of Each Party...............48\nSECTION 8.02.  Conditions to the Obligations of Acquiror and\n                           Merger Subsidiary.............................49\nSECTION 8.03.  Conditions to the Obligations of the Company..............51\n\n\n\n\n\n                                       iii\n\n\n\n\n                                                                        PAGE\n                                                                        ----\n\n                                    ARTICLE 9\n                                   TERMINATION\n\nSECTION 9.01.  Termination ..............................................52\nSECTION 9.02.  Effect of Termination.....................................54\n\n                                   ARTICLE 10\n                                  MISCELLANEOUS\n\nSECTION 10.01.  Notices    ..............................................54\nSECTION 10.02.  Non-Survival of Representations and\n                           Warranties....................................55\nSECTION 10.03.  Amendments; No Waivers...................................55\nSECTION 10.04.  Expenses   ..............................................55\nSECTION 10.05.  Successors and Assigns...................................57\nSECTION 10.06.  Governing Law............................................57\nSECTION 10.07.  Jurisdiction.............................................57\nSECTION 10.08.  Waiver of Jury Trial.....................................57\nSECTION 10.09.  Counterparts; Effectiveness..............................58\nSECTION 10.10.  Entire Agreement.........................................58\nSECTION 10.11.  Captions   ..............................................58\nSECTION 10.12.  Severability.............................................58\n\n                             EXHIBITS AND SCHEDULES\n\nExhibit A    -  Stock Option Agreement\nExhibit B-1  -  Affiliate's Letter Relating to Pooling (Company)\nExhibit B-2  -  Affiliate's Letter Relating to Pooling (Acquiror)\nExhibit B-3  -  Affiliate's Letter (Company)\nExhibit C-1  -  Tax Certificate (Acquiror)\nExhibit C-2  -  Tax Certificate (Company)\n\nSchedule 1.04\nSchedule 3.01\nSchedule 3.04\nSchedule 3.06(a)\nSchedule 3.06(b)\nSchedule 3.10\nSchedule 3.11(c)\nSchedule 3.13\nSchedule 3.14\nSchedule 4.11(c)\nSchedule 4.13\nSchedule 4.14\nSchedule 7.08(a)\nSchedule 7.08(b)\nSchedule 8.01(e)\n\n\n\n                                       iv\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                          AGREEMENT AND PLAN OF MERGER\n\n\n         AGREEMENT AND PLAN OF MERGER dated as of December 1, 1998 among Mobil\nCorporation, a Delaware corporation (the \"Company\"), Exxon Corporation, a New\nJersey corporation (\"Acquiror\"), and Lion Acquisition Subsidiary Corporation, a\nnewly-formed Delaware corporation and a wholly-owned first-tier subsidiary of\nAcquiror (\"Merger Subsidiary\").\n\n         WHEREAS, the respective Boards of Directors of Acquiror, Merger\nSubsidiary and the Company have approved this Agreement, and deem it advisable\nand in the best interests of their respective stockholders to consummate the\nmerger of Merger Subsidiary with and into the Company on the terms and\nconditions set forth herein;\n\n         WHEREAS, for United States federal income tax purposes, it is intended\nthat the Merger contemplated by this Agreement qualify as a \"reorganization\"\nwithin the meaning of Section 368 of the Internal Revenue Code of 1986, as\namended (the \"Code\"), and the rules and regulations promulgated thereunder;\n\n         WHEREAS, for accounting purposes, it is intended that the Merger be\naccounted for as a pooling of interests under United States generally accepted\naccounting principles (\"GAAP\"); and\n\n         WHEREAS, as a condition and inducement to Acquiror entering into this\nAgreement and incurring the obligations set forth herein, concurrently with the\nexecution and delivery of this Agreement, Acquiror and the Company are entering\ninto a Stock Option Agreement in the form of Exhibit A hereto (the \"Option\nAgreement\") pursuant to which the Company has granted Acquiror an option,\nexercisable under the circumstances specified therein, to purchase shares of\ncommon stock, par value $1.00 per share, of the Company (the \"Shares\").\n\n         NOW, THEREFORE, in consideration of the promises and the respective\nrepresentations, warranties, covenants, and agreements set forth herein, the\nparties hereto agree as follows:\n\n\n\n\n                                        1\n\n\n\n\n\n                                    ARTICLE 1\n                                   THE MERGER\n\n         SECTION 1.01. The Merger. (a) At the Effective Time, Merger Subsidiary\nshall be merged (the \"Merger\") with and into the Company in accordance with the\nrequirements of the General Corporation Law of the State of Delaware (the\n\"Delaware Law\"), whereupon the separate existence of Merger Subsidiary shall\ncease, and the Company shall be the surviving corporation in the Merger (the\n\"Surviving Corporation\").\n\n          (b) As soon as practicable after satisfaction or, to the extent\npermitted hereunder, waiver of all conditions to the Merger, the Company and\nMerger Subsidiary will file a certificate of merger with the Secretary of State\nof the State of Delaware and make all other filings or recordings required by\nDelaware Law in connection with the Merger. The Merger shall become effective at\nsuch time as the certificate of merger is duly filed with the Secretary of State\nof the State of Delaware or at such later time as is specified in the\ncertificate of merger (the \"Effective Time\").\n\n          (c) From and after the Effective Time, the Surviving Corporation shall\npossess all the rights, privileges, powers and franchises and be subject to all\nof the restrictions, disabilities and duties of the Company and Merger\nSubsidiary, all as provided under Delaware Law.\n\n         (d) The closing of the Merger (the \"Closing\") shall take place (i) at\nthe offices of Davis Polk &amp; Wardwell, 450 Lexington Avenue, New York, NY, as\nsoon as practicable, but in any event within three business days after the day\non which the last to be fulfilled or waived of the conditions set forth in\nArticle 8 (other than those conditions that by their nature are to be fulfilled\nat the Closing, but subject to the fulfillment or waiver of such conditions)\nshall be fulfilled or waived in accordance with this Agreement or (ii) at such\nother place and time or on such other date as the Company and Acquiror may agree\nin writing (the \"Closing Date\").\n\n         SECTION 1.02. Conversion of Shares. (a) At the Effective Time by virtue\nof the Merger and without any action on the part of the holder thereof:\n\n          (i) each Share held by the Company as treasury stock or owned by\n         Acquiror or any subsidiary of Acquiror (excluding Shares, if any, held\n         in any \"Rabbi trust\" identified on Schedule 3.14, which may be\n         accounted for as treasury stock (\"Rabbi Trust Shares\")) immediately\n         prior to the Effective Time (together with the associated Company Right\n         (as defined\n\n\n\n\n                                        2\n\n\n\n\n\n         in Section 3.05), if any) shall be canceled, and no payment shall be\n         made with respect thereto;\n\n              (ii) each share of common stock of Merger Subsidiary outstanding\n         immediately prior to the Effective Time shall be converted into\n         and become one share of common stock of the Surviving Corporation\n         with the same rights, powers and privileges as the shares so\n         converted and shall constitute the only outstanding shares of\n         capital stock of the Surviving Corporation;\n\n              (iii) each Share (including each Rabbi Trust Share)\n         (together with the associated Company Right) outstanding\n         immediately prior to the Effective Time shall, except as otherwise\n         provided in Section 1.02(a)(i), be converted into the right to\n         receive 1.32015 (the \"Exchange Ratio\") shares of fully paid and\n         nonassessable common stock, without par value, of Acquiror\n         (\"Acquiror Common Stock\"); and\n\n              (iv)  Each issued and outstanding share of Series B ESOP\n         Convertible Preferred Stock, par value $1.00 per share, of the\n         Company (the \"Series B Preferred Stock\") held in the leveraged\n         ESOP portion of the Company's Employee Savings Plan (the\n         \"Leveraged ESOP\"), other than Dissenting Shares, shall be\n         converted into the right to receive one validly issued, fully paid\n         and nonassessable share of a new series of preferred stock to be\n         issued by Acquiror (as a successor under Section 8(A) of the\n         Certificate of Designation, Preferences and Rights establishing\n         the Series B Preferred Stock) at the Effective Time (the \"Acquiror\n         Preferred Stock\").  Each share of Acquiror Preferred Stock shall,\n         to the extent possible, have terms that are identical to those of\n         the Series B Preferred Stock immediately prior to the Effective\n         Time, except that, (a) as a result of the Merger the issuer\n         thereof shall be Acquiror rather than the Company, and (b) upon\n         conversion thereof (at the same times and subject to the same\n         terms and conditions under which Series B Preferred Stock is\n         convertible into Shares) each share of Acquiror Preferred Stock\n         shall be converted into that Merger Consideration (as defined\n         below) which the holder thereof would have received had the Series\n         B Preferred Stock of such holder been converted into Shares\n         immediately prior to the Effective Time.\n\n          (b) All Acquiror Common Stock issued as provided in this Section 1.02\nshall be of the same class and shall have the same terms as the currently\noutstanding Acquiror Common Stock. Acquiror shall, following the Closing, except\nas provided in Section 1.03(c), pay all stamp duties and stamp duty reserve tax,\nif any, imposed in connection with the issuance or creation of the Acquiror\n\n\n\n\n                                        3\n\n\n\n\n\nCommon Stock and Acquiror Preferred Stock in connection with the Merger. The\nCompany shall have the right to approve the Certificate of Designations\nestablishing the Acquiror Preferred Stock, such approval not to be unreasonably\nwithheld.\n\n          (c) From and after the Effective Time, all Shares (together with the\nassociated Company Rights) converted in accordance with Section 1.02(a)(iii) and\nall Series B Preferred Stock (other than Dissenting Shares) converted in\naccordance with Section 1.02(a)(iv) shall no longer be outstanding and shall\nautomatically be canceled and retired and shall cease to exist, and each holder\nof a certificate representing any such Shares or Series B Preferred Stock shall\ncease to have any rights with respect thereto, except the right to receive the\nMerger Consideration or Preferred Merger Consideration (each as defined below),\nas applicable, and any dividends payable pursuant to Section 1.03(f). From and\nafter the Effective Time, all certificates representing the common stock of\nMerger Subsidiary shall be deemed for all purposes to represent the number of\nshares of common stock of the Surviving Corporation into which they were\nconverted in accordance with Section 1.02(a)(ii).\n\n          (d) The Acquiror Common Stock to be received as consideration pursuant\nto the Merger by each holder of Shares (together with cash in lieu of fractional\nshares of Acquiror Common Stock as specified below) is referred to herein as the\n\"Merger Consideration\". The Acquiror Preferred Stock to be received as\nconsideration pursuant to the Merger by each holder of Series B Preferred Stock\nis referred to herein as the \"Preferred Merger Consideration.\"\n\n          (e) For purposes of this Agreement, the word \"Subsidiary\" when used\nwith respect to any Person means any other Person, whether incorporated or\nunincorporated, of which (i) more than fifty percent of the securities or other\nownership interests or (ii) securities or other interests having by their terms\nordinary voting power to elect more than fifty percent of the board of directors\nor others performing similar functions with respect to such corporation or other\norganization, is directly owned or controlled by such Person or by any one or\nmore of its Subsidiaries. For purposes of this Agreement, \"Person\" means an\nindividual, a corporation, a limited liability company, a partnership, an\nassociation, a trust or any other entity or organization, including a government\nor political subdivision or any agency or instrumentality thereof.\n\n         SECTION 1.03.  Surrender and Payment.  (a) Prior to the Effective Time,\nAcquiror shall appoint an agent reasonably acceptable to the Company (the\n\"Exchange Agent\") for the purpose of exchanging certificates representing\nShares or Series B Preferred Stock (the \"Certificates\") for the Merger\nConsideration or Preferred Merger Consideration, as applicable.  Acquiror will\n\n\n\n\n                                        4\n\n\n\n\n\nmake available to the Exchange Agent, as needed, the Merger Consideration and\nPreferred Merger Consideration to be paid in respect of the Shares and the\nSeries B Preferred Stock, respectively. Promptly after the Effective Time,\nAcquiror will send, or will cause the Exchange Agent to send, to each holder of\nrecord at the Effective Time of Shares and Series B Preferred Stock a letter of\ntransmittal for use in such exchange (which shall specify that the delivery\nshall be effected, and risk of loss and title shall pass, only upon proper\ndelivery of the Certificates to the Exchange Agent) in such form as the Company\nand Acquiror may reasonably agree, for use in effecting delivery of Shares and\nSeries B Preferred Stock to the Exchange Agent.\n\n          (b) Each holder of Shares that have been converted into a right to\nreceive the Merger Consideration, upon surrender to the Exchange Agent of a\nCertificate, together with a properly completed letter of transmittal, will be\nentitled to receive the Merger Consideration in respect of the Shares\nrepresented by such Certificate. Until so surrendered, each such Certificate\nshall, after the Effective Time, represent for all purposes only the right to\nreceive such Merger Consideration. Each holder of Series B Preferred Stock that\nhas been converted into a right to receive the Preferred Merger Consideration,\nupon surrender to the Exchange Agent of a Certificate, together with a properly\ncompleted letter of transmittal, will be entitled to receive the Preferred\nMerger Consideration in respect of the Series B Preferred Stock represented by\nsuch Certificate. Until so surrendered, each such Certificate shall, after the\nEffective Time, represent for all purposes only the right to receive such\nPreferred Merger Consideration.\n\n          (c) If any portion of the Merger Consideration or the Preferred Merger\nConsideration is to be paid to a Person other than the Person in whose name the\nCertificate is registered, it shall be a condition to such payment that the\nCertificate so surrendered shall be properly endorsed or otherwise be in proper\nform for transfer and that the Person requesting such payment shall pay to the\nExchange Agent any transfer or other taxes required as a result of such payment\nto a Person other than the registered holder of such Certificate or establish to\nthe satisfaction of the Exchange Agent that such tax has been paid or is not\npayable.\n\n          (d) After the Effective Time, there shall be no further registration\nof transfers of Shares or Series B Preferred Stock. If, after the Effective\nTime, Certificates are presented to the Surviving Corporation, they shall be\ncanceled and exchanged for the consideration provided for, and in accordance\nwith the procedures set forth, in this Article 1.\n\n          (e) Any portion of the Merger Consideration or the Preferred Merger\nConsideration made available to the Exchange Agent pursuant to Section 1.03(a)\nthat remains unclaimed by the holders of Shares or Series B Preferred Stock one\n\n\n\n\n                                        5\n\n\n\n\n\nyear after the Effective Time shall be returned to Acquiror, upon demand, and\nany such holder who has not exchanged his Shares for the Merger Consideration or\nthe Series B Preferred Stock for the Preferred Merger Consideration, as\napplicable, in accordance with this Section prior to that time shall thereafter\nlook only to Acquiror for payment of the Merger Consideration in respect of his\nShares or the Preferred Merger Consideration in respect of the Series B\nPreferred Stock. Notwithstanding the foregoing, Acquiror shall not be liable to\nany holder of Shares or Series B Preferred Stock for any amount paid to a public\nofficial pursuant to applicable abandoned property laws. Any amounts remaining\nunclaimed by holders of Shares or Series B Preferred Stock three years after the\nEffective Time (or such earlier date immediately prior to such time as such\namounts would otherwise escheat to or become property of any governmental\nentity) shall, to the extent permitted by applicable law, become the property of\nAcquiror free and clear of any claims or interest of any Person previously\nentitled thereto.\n\n          (f) No dividends or other distributions with respect to Acquiror\nCommon Stock or Acquiror Preferred Stock issued in the Merger shall be paid to\nthe holder of any unsurrendered Certificates until such Certificates are\nsurrendered as provided in this Section. Subject to the effect of applicable\nlaws, following such surrender, there shall be paid, without interest, to the\nrecord holder of the Acquiror Common Stock or Acquiror Preferred Stock, as\nappropriate, issued in exchange therefor (i) at the time of such surrender, all\ndividends and other distributions payable in respect of such Acquiror Common\nStock or Acquiror Preferred Stock, as the case may be, with a record date after\nthe Effective Time and a payment date on or prior to the date of such surrender\nand not previously paid and (ii) at the appropriate payment date, the dividends\nor other distributions payable with respect to such Acquiror Common Stock or\nAcquiror Preferred Stock, as the case may be, with a record date after the\nEffective Time but with a payment date subsequent to such surrender. For\npurposes of dividends or other distributions in respect of Acquiror Common Stock\nand Acquiror Preferred Stock, all Acquiror Common Stock and Acquiror Preferred\nStock to be issued pursuant to the Merger (but not options therefor issued\npursuant to Section 1.04 unless actually exercised at the Effective Time) shall\nbe entitled to dividends pursuant to the immediately preceding sentence as if\nissued and outstanding as of the Effective Time.\n\n         SECTION 1.04. Stock Options. (a) At the Effective Time, each\noutstanding option to purchase Shares (a \"Company Stock Option\") granted under\nthe Company's plans identified in Schedule 1.04 as being the only compensation\nor benefit plans or agreements pursuant to which Shares may be issued\n(collectively, the \"Company Stock Option Plans\"), whether vested or not vested,\nshall be deemed assumed by Acquiror and shall thereafter be deemed to constitute\nan\n\n\n\n\n                                        6\n\n\n\n\n\noption to acquire, on the same terms and conditions as were applicable under\nsuch Company Stock Option prior to the Effective Time (in accordance with the\npast practice of the Company with respect to interpretation and application of\nsuch terms and conditions), the number (rounded down to the nearest whole\nnumber) of shares of Acquiror Common Stock determined by multiplying (x) the\nnumber of Shares subject to such Company Stock Option immediately prior to the\nEffective Time by (y) the Exchange Ratio, at a price per share of Acquiror\nCommon Stock (rounded up to the nearest whole cent) equal to (A) the exercise\nprice per Share otherwise purchasable pursuant to such Company Stock Option\ndivided by (B) the Exchange Ratio. In addition, prior to the Effective Time, the\nCompany will make any amendments to the terms of such stock option or\ncompensation plans or arrangements that are necessary to give effect to the\ntransactions contemplated by this Section. The Company represents that no\nconsents are necessary to give effect to the transactions contemplated by this\nSection.\n\n          (b) Acquiror shall take all corporate action necessary to reserve for\nissuance a sufficient number of shares of Acquiror Common Stock and Acquiror\nPreferred Stock for delivery pursuant to the terms set forth in this Section\n1.04.\n\n          (c) At the Effective Time, each award or account (including restricted\nstock, stock equivalents and stock units, but excluding Company Stock Options)\noutstanding as of the date hereof (\"Company Award\") that has been established,\nmade or granted under any employee incentive or benefit plans, programs or\narrangements and non-employee director plans maintained by the Company on or\nprior to the date hereof which provide for grants of equity-based awards or\nequity- based accounts shall be amended or converted into a similar instrument\nof Acquiror, in each case with such adjustments to the terms and conditions of\nsuch Company Awards as are appropriate to preserve the value inherent in such\nCompany Awards with no detrimental effects on the holders thereof. The other\nterms and conditions of each Company Award, and the plans or agreements under\nwhich they were issued, shall continue to apply in accordance with their terms\nand conditions, including any provisions for acceleration (as such terms and\nconditions have been interpreted and applied by the Company in accordance with\nits past practice). The Company represents that (i) there are no Company Awards\nor Company Stock Options other than those reflected in Section 3.05 and (ii) all\nemployee incentive or benefit plans, programs or arrangements and non-employee\ndirector plans under which any Company Award has been established, made or\ngranted and all Company Stock Option Plans are disclosed in Schedule 1.04.\n\n          (d) At the Effective Time, Acquiror shall file with the Securities and\nExchange Commission (the \"SEC\") a registration statement on an appropriate form\nor a post-effective amendment to a previously filed registration statement under\nthe Securities Act of 1933, as amended (the \"1933 Act\"), with respect to the\n\n\n\n\n                                        7\n\n\n\n\n\nAcquiror Common Stock subject to options and other equity-based awards issued\npursuant to this Section 1.04, and shall use its reasonable best efforts to\nmaintain the current status of the prospectus contained therein, as well as\ncomply with any applicable state securities or \"blue sky\" laws, for so long as\nsuch options or other equity-based awards remain outstanding.\n\n         SECTION 1.05. Adjustments. If at any time during the period between the\ndate of this Agreement and the Effective Time, any change in the outstanding\nshares of capital stock of Acquiror or the Company (other than as contemplated\nin Section 3.05 or Section 4.05 or permitted under this Agreement) shall occur,\nincluding, without limitation, by reason of any reclassification,\nrecapitalization, stock split or combination, exchange or readjustment of\nshares, or any stock dividend thereon with a record date during such period, the\nMerger Consideration and Preferred Merger Consideration shall be appropriately\nadjusted.\n\n         SECTION 1.06. Fractional Shares. (a) No fractional shares of Acquiror\nCommon Stock shall be issued in the Merger, but in lieu thereof each holder of\nShares otherwise entitled to a fractional share of Acquiror Common Stock will be\nentitled to receive, from the Exchange Agent in accordance with the provisions\nof this Section 1.06, a cash payment in lieu of such fractional shares of\nAcquiror Common Stock representing such holder's proportionate interest, if any,\nin the proceeds from the sale by the Exchange Agent in one or more transactions\nof the number of shares of Acquiror Common Stock delivered to the Exchange Agent\nby Acquiror pursuant to Section 1.03(a) over the aggregate number of whole\nshares of Acquiror Common Stock to be distributed to the holders of the\ncertificates representing Shares pursuant to Section 1.03(b) (such excess being\nherein called the \"Excess Shares\"). The parties acknowledge that payment of the\ncash consideration in lieu of issuing fractional shares was not separately\nbargained for consideration but merely represents a mechanical rounding off for\npurposes of simplifying the corporate and accounting problems that would\notherwise be caused by the issuance of fractional shares. As soon as practicable\nafter the Effective Time, the Exchange Agent, as agent for the holders of the\ncertificates representing Shares, shall sell the Excess Shares at then\nprevailing prices on the New York Stock Exchange (the \"NYSE\") in the manner\nprovided in the following paragraph.\n\n          (b) The sale of the Excess Shares by the Exchange Agent, as agent for\nthe holders that would otherwise receive fractional shares, shall be executed on\nthe NYSE through one or more member firms of the NYSE and shall be executed in\nround lots to the extent practicable. The compensation payable to the Exchange\nAgent and the expenses incurred by the Exchange Agent, in each case, in\nconnection with such sale or sales of the Excess Shares, and all related\ncommissions, transfer taxes and other out-of-pocket transaction costs, will be\npaid\n\n\n\n\n                                        8\n\n\n\n\n\nby the Surviving Corporation out of its own funds and will not be paid directly\nor indirectly by Acquiror. Until the proceeds of such sale or sales have been\ndistributed to the holders of Shares, the Exchange Agent shall hold such\nproceeds in trust for the holders of Shares (the \"Common Shares Trust\"). The\nExchange Agent shall determine the portion of the Common Shares Trust to which\neach holder of Shares shall be entitled, if any, by multiplying the amount of\nthe aggregate proceeds comprising the Common Shares Trust by a fraction, the\nnumerator of which is the amount of the fractional share interest to which such\nholder of Shares would otherwise be entitled and the denominator of which is the\naggregate amount of fractional share interests to which all holders of Shares\nwould otherwise be entitled.\n\n          (c) As soon as practicable after the determination of the amount of\ncash, if any, to be paid to holders of Shares in lieu of any fractional shares\nof Acquiror Common Stock, the Exchange Agent shall make available such amounts\nto such holders of Shares without interest.\n\n         SECTION 1.07. Withholding Rights. Each of the Surviving Corporation and\nAcquiror shall be entitled to deduct and withhold from the consideration\notherwise payable to any person pursuant to this Article such amounts as it is\nrequired to deduct and withhold with respect to the making of such payment under\nany provision of federal, state, local or foreign tax law. To the extent that\namounts are so withheld by the Surviving Corporation or Acquiror, as the case\nmay be, such withheld amounts shall be treated for all purposes of this\nAgreement as having been paid to the holder of the Shares in respect of which\nsuch deduction and withholding was made by the Surviving Corporation or\nAcquiror, as the case may be.\n\n         SECTION 1.08. Lost Certificates. If any Certificate shall have been\nlost, stolen or destroyed, upon the making of an affidavit of that fact by the\nperson claiming such Certificate to be lost, stolen or destroyed and, if\nrequired by the Surviving Corporation, the posting by such person of a bond, in\nsuch reasonable amount as the Surviving Corporation may direct, as indemnity\nagainst any claim that may be made against it with respect to such Certificate,\nthe Exchange Agent will issue in exchange for such lost, stolen or destroyed\nCertificate the Merger Consideration or Preferred Merger Consideration to be\npaid in respect of the Shares or Series B Preferred Stock, as applicable,\nrepresented by such Certificates as contemplated by this Article.\n\n         SECTION 1.09. Shares Held by Company Affiliates. Anything to the\ncontrary herein notwithstanding, any shares of Acquiror Common Stock (or\ncertificates therefor) issued to affiliates of the Company pursuant to Section\n1.03 shall be subject to the restrictions described in Exhibit B-1 and Exhibit\nB-3, and\n\n\n\n\n                                        9\n\n\n\n\n\nsuch shares (or certificates therefor) shall bear a legend describing such\nrestrictions.\n\n         SECTION 1.10. Dissenter's Rights. Notwithstanding anything in this\nAgreement to the contrary, any shares of Series B Preferred Stock outstanding\nimmediately prior to the Effective Time and held by a holder who has not voted\nin favor of the Merger or consented thereto in writing and who has delivered a\nwritten demand for appraisal of such shares in accordance with Section 262 of\nthe Delaware Law, if such Section 262 provides for appraisal rights for such\nshares in the Merger (\"Dissenting Shares\"), shall not be converted into the\nright to receive the Preferred Merger Consideration, unless and until such\nholder fails to perfect or effectively withdraws or otherwise loses his right to\nappraisal and payment under the Delaware Law. If, after the Effective Time, any\nsuch holder fails to perfect or effectively withdraws or loses his right to\nappraisal, such Dissenting Shares shall thereupon be treated as if they had been\nconverted as of the Effective Time into the right to receive the Preferred\nMerger Consideration to which such holder is entitled, without interest or\ndividends thereon. Any amounts paid to holders of Dissenting Shares in an\nappraisal proceeding will be paid by the Surviving Corporation out of its own\nfunds and will not be paid, directly or indirectly, by Acquiror.\n\n\n\n                                    ARTICLE 2\n                           CERTAIN GOVERNANCE MATTERS\n\n         SECTION 2.01. Acquiror Name. Acquiror shall take all such action as is\nnecessary to change its name to \"Exxon Mobil Corporation\" effective as of the\nEffective Time, which action shall include, without limitation, seeking\nstockholder approval to amend Acquiror's certificate of incorporation as\nprovided in Section 6.04.\n\n         SECTION 2.02. Acquiror Board of Directors. (a) At the Effective Time,\nAcquiror shall cause the Board of Directors of Acquiror to consist of not more\nthan 19 directors, up to 13 of whom shall be the directors of Acquiror prior to\nthe Effective Time and six of whom shall be directors designated prior to the\nEffective Time by the Company reasonably acceptable to Acquiror (of whom two\nshall be Persons who immediately prior to the Effective Time were directors and\nexecutive officers of the Company and four shall be Persons who immediately\nprior to the Effective Time were directors but not executive officers of the\nCompany) (the \"Company Board Designees\"). Prior to the Effective Time, the Board\nof Directors of Acquiror shall take all action necessary to amend the by-laws of\nAcquiror to increase the size of the Board of Directors of Acquiror to not more\nthan 19 and to elect the Company Board Designees to the Board of Directors of\nAcquiror, in each case as of the Effective Time.\n\n          (b) The Board of Directors of Acquiror shall take all action necessary\nto cause Mr. Lucio A. Noto to be elected as Vice Chairman of the Board of\nDirectors of Acquiror as of the Effective Time.\n\n          (c) Acquiror shall cause there to be at least one Company Board\nDesignee on each of the Audit Committee and Compensation Committee of the Board\nof Directors of Acquiror as of the Effective Time.\n\n          (d) If the Effective Time occurs on a date which is less than nine\nmonths before the next regularly scheduled annual meeting of stockholders of\nAcquiror, Acquiror further agrees to use all reasonable efforts necessary to (i)\nnominate the Company Board Designees for election as directors, (ii) elect Mr.\nLucio A. Noto as Vice Chairman of the Board of Directors of Acquiror, and (iii)\ncause at least one Company Board Designee to be on each of the Audit Committee\nand Compensation Committee of the Board of Directors of Acquiror, in each case\nin connection with and as of such next regularly scheduled annual meeting.\n\n         SECTION 2.03. Transition Committee. The parties agree to establish a\nTransition Committee which will have a consultative role and which will be in\neffect from the date hereof until the earlier of the termination hereof and the\nEffective Time. The Transition Committee shall be comprised of Mr. Lee R.\nRaymond and Mr. Lucio A. Noto. The Transition Committee will be concerned with\nmatters relating to planning the integration after the Effective Time of\nAcquiror and the Company, including organization and staffing. The Transition\nCommittee will draw upon the resources of Acquiror and the Company as necessary\nor appropriate.\n\n         SECTION 2.04. Certificate of Incorporation of the Surviving\nCorporation. The certificate of incorporation of the Company in effect at the\nEffective Time shall be the certificate of incorporation of the Surviving\nCorporation until amended in accordance with applicable law.\n\n         SECTION 2.05. By-laws of the Surviving Corporation. The by-laws of\nMerger Subsidiary in effect at the Effective Time shall be the by-laws of the\nSurviving Corporation until amended in accordance with applicable law.\n\n         SECTION 2.06. Directors and Officers of the Surviving Corporation. From\nand after the Effective Time, until successors are duly elected or appointed and\nqualified in accordance with applicable law, (a) the directors of Merger\n\n\n\n\n                                       10\n\n\n\n\n\nSubsidiary at the Effective Time shall be the directors of the Surviving\nCorporation, and (b) the officers of the Company at the Effective Time shall be\nthe officers of the Surviving Corporation.\n\n\n\n                                    ARTICLE 3\n                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY\n\n         The Company represents and warrants to Acquiror that:\n\n         SECTION 3.01. Corporate Existence and Power. The Company is a\ncorporation duly incorporated, validly existing and in good standing under the\nlaws of the State of Delaware, and has all corporate powers and all governmental\nlicenses, authorizations, consents and approvals required to carry on its\nbusiness as now conducted, except for those the absence of which would not,\nindividually or in the aggregate, have a Material Adverse Effect on the Company.\nThe Company is duly qualified to do business as a foreign corporation and is in\ngood standing in each jurisdiction where the character of the property owned or\nleased by it or the nature of its activities makes such qualification necessary,\nexcept for those jurisdictions where the failure to be so qualified would not,\nindividually or in the aggregate, have a Material Adverse Effect on the Company.\nFor purposes of this Agreement, a \"Material Adverse Effect\" with respect to any\nPerson means a material adverse effect on the financial condition, business,\nliabilities, properties, assets or results of operations, taken as a whole, of\nsuch Person and its Subsidiaries, taken as a whole, except to the extent\nresulting from (w) any changes in general United States or global economic\nconditions, (x) any changes affecting the oil and gas industry in general, (y)\nmatters whose significance or impact would reasonably be expected to be\nprimarily short term (i.e., under 18 months) or (z) matters disclosed on\nSchedule 3.01. The Company has heretofore delivered to Acquiror true and\ncomplete copies of the Company's certificate of incorporation and by-laws as\ncurrently in effect.\n\n         SECTION 3.02. Corporate Authorization. (a) The execution, delivery and\nperformance by the Company of this Agreement and the Option Agreement and the\nconsummation by the Company of the transactions contemplated hereby and thereby\nare within the Company's corporate powers and, except for any required approval\nby the Company's stockholders in connection with the consummation of the Merger,\nhave been duly authorized by all necessary corporate action. The affirmative\nvote of holders of the outstanding Shares and outstanding shares of Series B\nPreferred Stock having votes representing a majority of the votes of all such\noutstanding capital stock, voting together as a single class, is the only vote\nof\n\n\n\n\n                                       11\n\n\n\n\n\nthe holders of any of the Company's capital stock necessary in connection with\nconsummation of the Merger. Assuming due authorization, execution and delivery\nof this Agreement and the Option Agreement by Acquiror and Merger Subsidiary, as\napplicable, each of this Agreement and the Option Agreement constitutes a valid\nand binding agreement of the Company enforceable against the Company in\naccordance with its terms, subject to bankruptcy, insolvency, fraudulent\ntransfer, reorganization, moratorium and similar laws of general applicability\nrelating to or affecting creditors' rights and to general equity principles.\n\n          (b) The Company's Board of Directors, at a meeting duly called and\nheld, has (i) determined that this Agreement and the Option Agreement and the\ntransactions contemplated hereby and thereby (including the Merger) are fair to\nand in the best interests of the Company's stockholders, (ii) approved and\nadopted this Agreement and the Option Agreement and the transactions\ncontemplated hereby and thereby (including the Merger), and (iii) resolved\n(subject to Section 5.02) to recommend approval and adoption of this Agreement\nby its stockholders.\n\n         SECTION 3.03. Governmental Authorization. The execution, delivery and\nperformance by the Company of this Agreement and the Option Agreement and the\nconsummation of the Merger by the Company require no action by or in respect of,\nor filing with, any governmental body, agency, official or authority other than\n(a) the filing of a certificate of merger in accordance with Delaware Law, (b)\ncompliance with any applicable requirements of the Hart-Scott-Rodino Antitrust\nImprovements Act of 1976 (the \"HSR Act\"), (c) compliance with any applicable\nrequirements of Council Regulation No. 4064\/89 of the European Community, as\namended (the \"EC Merger Regulation\"), (d) compliance with any applicable\nrequirements of Part IX of the Canadian Competition Act (the \"Canadian Act\"),\n(e) compliance with any applicable requirements of the Securities Exchange Act\nof 1934, as amended, and the rules and regulations promulgated thereunder (the\n\"Exchange Act\"), (f) compliance with any applicable requirements of the 1933 Act\nand (g) other actions or filings which if not taken or made would not,\nindividually or in the aggregate, have a Material Adverse Effect on the Company.\n\n         SECTION 3.04. Non-Contravention. Except as set forth in Schedule 3.04,\nthe execution, delivery and performance by the Company of this Agreement and the\nOption Agreement and the consummation by the Company of the transactions\ncontemplated hereby and thereby do not and will not (a) assuming compliance with\nthe matters referred to in Section 3.02, contravene or conflict with the\ncertificate of incorporation or by-laws of the Company, (b) assuming compliance\nwith the matters referred to in Section 3.03, contravene or conflict with or\n\n\n\n\n                                       12\n\n\n\n\n\nconstitute a violation of any provision of any law, regulation, judgment,\ninjunction, order or decree binding upon or applicable to the Company or any of\nits Subsidiaries, (c) constitute a default under or give rise to a right of\ntermination, cancellation or acceleration of any right or obligation of the\nCompany or any of its Subsidiaries or to a loss of any benefit to which the\nCompany or any of its Subsidiaries is entitled under any provision of any\nagreement, contract or other instrument binding upon the Company or any of its\nSubsidiaries or any license, franchise, permit or other similar authorization\nheld by the Company or any of its Subsidiaries, or (d) result in the creation or\nimposition of any Lien on any asset of the Company or any of its Subsidiaries,\nexcept for such contraventions, conflicts or violations referred to in clause\n(b) or defaults, rights of termination, cancellation or acceleration, or losses\nor Liens referred to in clause (c) or (d) that would not, individually or in the\naggregate, have a Material Adverse Effect on the Company. For purposes of this\nAgreement, \"Lien\" means, with respect to any asset, any mortgage, lien, pledge,\ncharge, security interest or encumbrance of any kind in respect of such asset\nother than any such mortgage, lien, pledge, charge, security interest or\nencumbrance (i) for Taxes (as defined in Section 3.13) not yet due or being\ncontested in good faith (and for which adequate accruals or reserves have been\nestablished on the Acquiror Balance Sheet or the Company Balance Sheet, as the\ncase may be) or (ii) which is a carriers', warehousemen's, mechanics',\nmaterialmen's, repairmen's or other like lien arising in the ordinary course of\nbusiness. Except as disclosed in Schedule 3.04, neither the Company nor any\nSubsidiary of the Company is a party to any agreement that expressly limits the\nability of the Company or any Subsidiary of the Company, or would limit Acquiror\nor any Subsidiary of Acquiror after the Effective Time, to compete in or conduct\nany line of business or compete with any Person or in any geographic area or\nduring any period of time except to the extent that any such limitation,\nindividually or in the aggregate, would not be reasonably likely to have a\nMaterial Adverse Effect on Acquiror after the Effective Time.\n\n         SECTION 3.05. Capitalization of the Company. The authorized capital\nstock of the Company consists of 1,200,000,000 Shares and 30,000,000 shares of\npreferred stock, par value $1.00 per share (of which 6,000,000 shares are\ndesignated Series A Junior Participating Preferred Stock and 191,062 are\ndesignated Series B Preferred Stock). As of the close of business on November\n27, 1998, there were outstanding 779,934,096 Shares, no shares of Series A\nJunior Participating Preferred Stock (all of which are reserved for issuance in\naccordance with the Rights Agreement (the \"Company Rights Agreement\"), dated as\nof December 15, 1995, between the Company and Mellon Bank, N.A., as Rights\nAgent, pursuant to which the Company has issued rights (\"Company Rights\") to\npurchase the Series A Junior Participating Preferred Stock) and 165,791.77\nshares of Series B Preferred Stock, and employee stock options to purchase an\naggregate of 31,337,561 Shares (of which options to purchase an aggregate of\n19,313,161\n\n\n\n\n                                       13\n\n\n\n\n\nShares were exercisable) and Company Awards (other than outstanding restricted\nstock) with respect to an aggregate of 1,257,513.9444 Shares. All outstanding\nshares of capital stock of the Company have been duly authorized and validly\nissued and are fully paid and nonassessable. Except as set forth in this Section\nand except for changes since the close of business on November 27, 1998\nresulting from the exercise of employee stock options outstanding on such date\nor options or stock-based awards granted as permitted by Section 5.01, there are\noutstanding (a) no shares of capital stock or other voting securities of the\nCompany, (b) except for the Series B Preferred Stock, no securities of the\nCompany convertible into or exchangeable for shares of capital stock or voting\nsecurities of the Company, and (c) except for the Series B Preferred Stock, and\nexcept for the Option Agreement, no options, warrants or other rights to acquire\nfrom the Company, and no preemptive or similar rights, subscription or other\nrights, convertible securities, agreements, arrangements or commitments of any\ncharacter, relating to the capital stock of the Company, obligating the Company\nto issue, transfer or sell, any capital stock, voting securities or securities\nconvertible into or exchangeable for capital stock or voting securities of the\nCompany or obligating the Company to grant, extend or enter into any such\noption, warrant, subscription or other right, convertible security, agreement,\narrangement or commitment (the items in clauses 3.05(a), 3.05(b) and 3.05(c)\nbeing referred to collectively as the \"Company Securities\"). Except for the\nSeries B Preferred Stock, there are no outstanding obligations of the Company or\nany of its Subsidiaries to repurchase, redeem or otherwise acquire any Company\nSecurities.\n\n         SECTION 3.06. Subsidiaries. (a) Each Subsidiary of the Company is duly\norganized, validly existing and in good standing under the laws of its\njurisdiction of organization, has all powers and all governmental licenses,\nauthorizations, consents and approvals required to carry on its business as now\nconducted, except for those the absence of which would not, individually or in\nthe aggregate, reasonably be expected to have a Material Adverse Effect on the\nCompany. Each Subsidiary of the Company is duly qualified to do business and is\nin good standing in each jurisdiction where the character of the property owned\nor leased by it or the nature of its activities makes such qualification\nnecessary, except for those jurisdictions where failure to be so qualified would\nnot, individually or in the aggregate, have a Material Adverse Effect on the\nCompany. All \"significant subsidiaries\", as such term is defined in Section 1-02\nof Regulation S-X under the Exchange Act (each, a \"Significant Subsidiary\") of\nthe Company and their respective jurisdictions of incorporation are identified\nin the Company's annual report on Form 10-K for the fiscal year ended December\n31, 1997 (the \"Company 10-K\") or in Schedule 3.06(a).\n\n          (b) Except for directors' qualifying shares and except as set forth in\nthe Company 10-K, all of the outstanding capital stock of, or other ownership\n\n\n\n\n                                       14\n\n\n\n\n\ninterests in, each Significant Subsidiary of the Company is owned by the\nCompany, directly or indirectly, free and clear of any material Lien and free of\nany other material limitation or restriction (including any restriction on the\nright to vote, sell or otherwise dispose of such capital stock or other\nownership interests). There are no outstanding (i) securities of the Company or\nany of its Subsidiaries convertible into or exchangeable for shares of capital\nstock or other voting securities or ownership interests in any Significant\nSubsidiary of the Company or (ii) options, warrants or other rights to acquire\nfrom the Company or any of its Significant Subsidiaries, and no preemptive or\nsimilar rights, subscription or other rights, convertible securities,\nagreements, arrangements or commitments of any character, relating to the\ncapital stock of any Significant Subsidiary of the Company, obligating the\nCompany or any of its Significant Subsidiaries to issue, transfer or sell, any\ncapital stock, voting securities or other ownership interests in, or any\nsecurities convertible into or exchangeable for any capital stock, voting\nsecurities or ownership interests in, any Significant Subsidiary of the Company\nor obligating the Company or any Significant Subsidiary of the Company to grant,\nextend or enter into any such option, warrant, subscription or other right,\nconvertible security, agreement, arrangement or commitment except, in any such\ncase under clause (i) or (ii), to the extent relating to an insignificant equity\ninterest in any Significant Subsidiary (the items in clauses 3.06(b)(i) and\n3.06(b)(ii) being referred to collectively as the \"Company Subsidiary\nSecurities\"). Except as set forth on Schedule 3.06(b), there are no outstanding\nobligations of the Company or any of its Subsidiaries to repurchase, redeem or\notherwise acquire any outstanding Company Subsidiary Securities.\n\n         SECTION 3.07. SEC Filings. (a) The Company has delivered to Acquiror\n(i) its annual reports on Form 10-K for its fiscal years ended December 31,\n1995, 1996 and 1997, (ii) its quarterly reports on Form 10-Q for its fiscal\nquarters ended after December 31, 1997, (iii) its proxy or information\nstatements relating to meetings of, or actions taken without a meeting by, the\nstockholders of the Company held since December 31, 1997, and (iv) all of its\nother reports, statements, schedules and registration statements filed with the\nSEC since December 31, 1997 (the documents referred to in this Section 3.07(a)\nbeing referred to collectively as the \"Company SEC Documents\"). The Company's\nquarterly report on Form 10-Q for its fiscal quarter ended September 30, 1998 is\nreferred to herein as the \"Company 10-Q\".\n\n          (b) As of its filing date, each Company SEC Document complied as to\nform in all material respects with the applicable requirements of the Exchange\nAct and the 1933 Act.\n\n          (c) As of its filing date, each Company SEC Document filed pursuant to\nthe Exchange Act did not contain any untrue statement of a material fact or omit\n\n\n\n\n                                       15\n\n\n\n\n\nto state any material fact necessary in order to make the statements made\ntherein, in the light of the circumstances under which they were made, not\nmisleading.\n\n          (d) Each such registration statement, as amended or supplemented, if\napplicable, filed pursuant to the 1933 Act as of the date such statement or\namendment became effective did not contain any untrue statement of a material\nfact or omit to state any material fact required to be stated therein or\nnecessary to make the statements therein not misleading.\n\n         SECTION 3.08. Financial Statements. The audited consolidated financial\nstatements and unaudited consolidated interim financial statements of the\nCompany (including any related notes and schedules) included in its annual\nreports on Form 10-K and the quarterly reports on Form 10-Q referred to in\nSection 3.07 fairly present in all material respects, in conformity with\ngenerally accepted accounting principles applied on a consistent basis (except\nas may be indicated in the notes thereto), the consolidated financial position\nof the Company and its consolidated Subsidiaries as of the dates thereof and\ntheir consolidated results of operations and changes in financial position for\nthe periods then ended (subject to normal year-end adjustments and the absence\nof notes in the case of any unaudited interim financial statements). For\npurposes of this Agreement, \"Company Balance Sheet\" means the consolidated\nbalance sheet of the Company as of September 30, 1998 set forth in the Company\n10-Q and \"Company Balance Sheet Date\" means September 30, 1998.\n\n         SECTION 3.09. Disclosure Documents. (a) Neither the proxy statement of\nthe Company (the \"Company Proxy Statement\") to be filed with the SEC in\nconnection with the Merger, nor any amendment or supplement thereto, will, at\nthe date the Company Proxy Statement or any such amendment or supplement is\nfirst mailed to shareholders of the Company or at the time such shareholders\nvote on the adoption and approval of this Agreement and the transactions\ncontemplated hereby, contain any untrue statement of a material fact or omit to\nstate any material fact necessary in order to make the statements therein, in\nlight of the circumstances under which they were made, not misleading. The\nCompany Proxy Statement will, when filed, comply as to form in all material\nrespects with the requirements of the Exchange Act. No representation or\nwarranty is made by the Company in this Section 3.09 with respect to statements\nmade or incorporated by reference therein based on information supplied by\nAcquiror or Merger Subsidiary for inclusion or incorporation by reference in the\nCompany Proxy Statement.\n\n          (b) None of the information supplied or to be supplied by Company for\ninclusion or incorporation by reference in the Acquiror Proxy Statement (as\ndefined in Section 4.09) or in the Form S-4 (as defined in Section 4.09) or any\namendment or supplement thereto will, at the time the Acquiror Proxy Statement\n\n\n\n\n                                       16\n\n\n\n\n\nor any such supplement or amendment thereto is first mailed to the stockholders\nof Acquiror or at the time such stockholders vote on the matters constituting\nthe Acquiror Stockholder Approval (as defined in Section 4.02) or at the time\nthe Form S-4 or any such amendment or supplement becomes effective under the\n1933 Act or at the Effective Time, as the case may be, contain any untrue\nstatement of a material fact or omit to state a material fact necessary in order\nto make the statements therein, in light of the circumstances under which they\nwere made, not misleading.\n\n         SECTION 3.10. Absence of Certain Changes. Except as set forth in\nSchedule 3.10, since the Company Balance Sheet Date, the Company and its\nSubsidiaries have conducted their business in the ordinary course consistent\nwith past practice and there has not been:\n\n          (a) any event, occurrence or development of a state of circumstances\nor facts which has had or reasonably would be expected to have, individually or\nin the aggregate, a Material Adverse Effect on the Company;\n\n          (b) any declaration, setting aside or payment of any dividend or other\ndistribution with respect to any shares of capital stock of the Company (other\nthan (i) quarterly cash dividends payable by the Company consistent with past\npractice (including periodic dividend increases consistent with past practice),\nbut which for the sake of clarity shall not include any special dividends) or\n(ii) required dividends on the Series B Preferred Stock) or any repurchase,\nredemption or other acquisition by the Company or any of its Subsidiaries of any\noutstanding shares of capital stock or other securities of, or other ownership\ninterests in, the Company or any of its Subsidiaries (other than any such\nrepurchases prior to the date hereof pursuant to the Company's publicly\nannounced stock buyback program or, after the date hereof, as permitted under\nSection 5.01(e));\n\n          (c) any amendment of any material term of any outstanding security of\nthe Company or any of its Subsidiaries;\n\n         (d) any transaction or commitment made, or any contract, agreement or\nsettlement entered into, by (or judgment, order or decree affecting) the Company\nor any of its Subsidiaries relating to its assets or business (including the\nacquisition or disposition of any assets) or any relinquishment by the Company\nor any of its Subsidiaries of any contract or other right, in either case,\nmaterial to the Company and its Subsidiaries taken as a whole, other than\ntransactions, commitments, contracts, agreements or settlements (including\nwithout limitation settlements of litigation and tax proceedings) in the\nordinary course of business consistent with past practice, those contemplated by\nthis Agreement, or as agreed to in writing by Acquiror;\n\n\n\n\n                                       17\n\n\n\n\n\n          (e) any change in any method of accounting or accounting practice\n(other than any change for tax purposes) by the Company or any of its\nSubsidiaries, except for any such change which is not significant or which is\nrequired by reason of a concurrent change in GAAP; or\n\n          (f) any (i) grant of any severance or termination pay to (or amendment\nto any such existing arrangement with) any director, officer or employee of the\nCompany or any of its Subsidiaries, (ii) entering into of any employment,\ndeferred compensation or other similar agreement (or any amendment to any such\nexisting agreement) with any director, officer or employee of the Company or any\nof its Subsidiaries, (iii) increase in benefits payable under any existing\nseverance or termination pay policies or employment agreements or (iv) increase\nin (or amendments to the terms of) compensation, bonus or other benefits payable\nto directors, officers or employees of the Company or any of its Subsidiaries,\nother than in the ordinary course of business consistent with past practice, as\npermitted by this Agreement, or as agreed to in writing by Acquiror.\n\n         SECTION 3.11. No Undisclosed Material Liabilities. There are no\nliabilities of the Company or any Subsidiary of the Company of any kind\nwhatsoever, whether accrued, contingent, absolute, determined, determinable or\notherwise, other than:\n\n          (a)   liabilities disclosed or provided for in the Company Balance\nSheet or in the notes thereto;\n\n          (b) liabilities which in the aggregate would not reasonably be\nexpected to have a Material Adverse Effect on the Company;\n\n          (c) liabilities disclosed in the Company SEC Documents filed prior to\nthe date hereof or set forth in Schedule 3.11(c); and\n\n          (d) liabilities under this Agreement.\n\n         SECTION 3.12. Litigation. Except as disclosed in the Company SEC\nDocuments filed prior to the date hereof, there is no action, suit,\ninvestigation or proceeding pending against, or to the knowledge of the Company\nthreatened against or affecting, the Company or any of its Subsidiaries or any\nof their respective properties before any court or arbitrator or any\ngovernmental body, agency or official which would reasonably be expected to have\na Material Adverse Effect on the Company.\n\n         SECTION 3.13. Taxes. Except as set forth in the Company Balance Sheet\n(including the notes thereto) or as otherwise set forth in Schedule 3.13 and\nexcept\n\n\n\n\n                                       18\n\n\n\n\n\nas would not, individually or in the aggregate, have a Material Adverse Effect\non the Company, (i) all Company Tax Returns required to be filed with any taxing\nauthority by, or with respect to, the Company and its Subsidiaries have been\nfiled in accordance with all applicable laws; (ii) the Company and its\nSubsidiaries have timely paid all Taxes shown as due and payable on the Company\nTax Returns that have been so filed, and, as of the time of filing, the Company\nTax Returns correctly reflected the facts regarding the income, business,\nassets, operations, activities and the status of the Company and its\nSubsidiaries (other than Taxes which are being contested in good faith and for\nwhich adequate reserves are reflected on the Company Balance Sheet); (iii) the\nCompany and its Subsidiaries have made provision for all Taxes payable by the\nCompany and its Subsidiaries for which no Company Tax Return has yet been filed;\n(iv) the charges, accruals and reserves for Taxes with respect to the Company\nand its Subsidiaries reflected on the Company Balance Sheet are adequate under\nGAAP to cover the Tax liabilities accruing through the date thereof; (v) there\nis no action, suit, proceeding, audit or claim now proposed or pending against\nor with respect to the Company or any of its Subsidiaries in respect of any Tax\nwhere there is a reasonable possibility of an adverse determination; and (vi) to\nthe best of the Company's knowledge and belief, neither the Company nor any of\nits Subsidiaries is liable for any Tax imposed on any entity other than such\nPerson, except as the result of the application of Treas. Reg. ss. 1.1502-6 (and\nany comparable provision of the tax laws of any state, local or foreign\njurisdiction) to the affiliated group of which the Company is the common parent.\nFor purposes of this Agreement, \"Taxes\" shall mean any and all taxes, charges,\nfees, levies or other assessments, including, without limitation, all net\nincome, gross income, gross receipts, excise, stamp, real or personal property,\nad valorem, withholding, social security (or similar), unemployment, occupation,\nuse, service, service use, license, net worth, payroll, franchise, severance,\ntransfer, recording, employment, premium, windfall profits, environmental\n(including taxes under Section 59A of the Code), customs duties, capital stock,\nprofits, disability, sales, registration, value added, alternative or add-on\nminimum, estimated or other taxes, assessments or charges imposed by any\nfederal, state, local or foreign governmental entity and any interest,\npenalties, or additions to tax attributable thereto. For purposes of this\nAgreement, \"Tax Returns\" shall mean any return, report, form or similar\nstatement required to be filed with respect to any Tax (including any attached\nschedules), including, without limitation, any information return, claim for\nrefund, amended return or declaration of estimated Tax.\n\n         SECTION 3.14. Employee Benefit Plans. (a) Prior to the date hereof, the\nCompany has provided Acquiror with a list (set forth on Schedule 3.14)\nidentifying each material \"employee benefit plan,\" as defined in Section 3(3) of\nthe Employee Retirement Income Security Act of 1974 (\"ERISA\"), each material\nemployment, severance or similar contract, plan, arrangement or policy\napplicable\n\n\n\n\n                                       19\n\n\n\n\n\nto any director, former director, employee or former employee of the Company and\neach material plan or arrangement (written or oral), providing for compensation,\nbonuses, profit-sharing, stock option or other stock related rights or other\nforms of incentive or deferred compensation, vacation benefits, insurance\ncoverage (including any self-insured arrangements), health or medical benefits,\ndisability benefits, workers' compensation, supplemental unemployment benefits,\nseverance benefits and post-employment or retirement benefits (including\ncompensation, pension, health, medical or life insurance benefits) which is\nmaintained, administered or contributed to by the Company and covers any\nemployee or director or former employee or director of the Company, or under\nwhich the Company has any liability. Such material plans (excluding any such\nplan that is a \"multiemployer plan\", as defined in Section 3(37) of ERISA) are\nreferred to collectively herein as the \"Company Employee Plans\".\n\n          (b) Each Company Employee Plan has been maintained in compliance with\nits terms and with the requirements prescribed by any and all statutes, orders,\nrules and regulations (including but not limited to ERISA and the Code) which\nare applicable to such Plan, except where failure to so comply would not,\nindividually or in the aggregate, have a Material Adverse Effect on the Company.\n\n          (c) Neither the Company nor any affiliate of the Company has incurred\na liability under Title IV of ERISA that has not been satisfied in full, and no\ncondition exists that presents a material risk to the Company or any affiliate\nof the Company of incurring any such liability other than liability for premiums\ndue the Pension Benefit Guaranty Corporation (which premiums have been paid when\ndue).\n\n          (d) Each Company Employee Plan which is intended to be qualified under\nSection 401(a) of the Code is so qualified and has been so qualified during the\nperiod from its adoption to date, and each trust forming a part thereof is\nexempt from federal income tax pursuant to Section 501(a) of the Code.\n\n          (e) Except as set forth in Schedule 3.14, no director or officer or\nother employee of the Company or any of its Subsidiaries will become entitled to\nany retirement, severance or similar benefit or enhanced or accelerated benefit\n(including any acceleration of vesting or lapse of repurchase rights or\nobligations with respect to any employee stock option or other benefit under any\nstock option plan or compensation plan or arrangement of the Company) solely as\na result of the transactions contemplated hereby.\n\n          (f) Except as reflected in the Company SEC Documents filed prior to\nthe date hereof, no Company Employee Plan provides post-retirement health and\n\n\n\n\n                                       20\n\n\n\n\n\nmedical, life or other insurance benefits for retired employees of the Company\nor any of its Subsidiaries.\n\n          (g) Except as set forth on Schedule 3.14, there has been no amendment\nto, written interpretation or announcement (whether or not written) by the\nCompany or any of its affiliates relating to, or change in employee\nparticipation or coverage under, any Company Employee Plan which would increase\nmaterially the expense of maintaining such Company Employee Plan above the level\nof the expense incurred in respect thereof for the 12 months ended on the\nCompany Balance Sheet Date.\n\n         SECTION 3.15. Compliance with Laws. Neither the Company nor any of its\nSubsidiaries is in violation of, or has since January 1, 1997 violated, any\napplicable provisions of any laws, statutes, ordinances or regulations except\nfor any violations that, individually or in the aggregate, would not reasonably\nbe expected to have a Material Adverse Effect on the Company.\n\n         SECTION 3.16. Finders' or Advisors' Fees. Except for Goldman, Sachs &amp; Co., a copy of whose engagement agreement has been provided to Acquiror, there\nis no investment banker, broker, finder or other intermediary which has been\nretained by or is authorized to act on behalf of the Company or any of its\nSubsidiaries who might be entitled to any fee or commission in connection with\nthe transactions contemplated by this Agreement.\n\n         SECTION 3.17. Environmental Matters. (a) Except as set forth in the\nCompany SEC Documents filed prior to the date hereof and with such exceptions\nas, individually or in the aggregate, have not had, and would not reasonably be\nexpected to have, a Material Adverse Effect on the Company, (i) no notice,\nnotification, demand, request for information, citation, summons, complaint or\norder has been received by, and no investigation, action, claim, suit,\nproceeding or review is pending or, to the knowledge of the Company or any of\nits Subsidiaries, threatened by any Person against, the Company or any of its\nSubsidiaries, and no penalty has been assessed against the Company or any of its\nSubsidiaries, in each case, with respect to any matters relating to or arising\nout of any Environmental Law; (ii) the Company and its Subsidiaries are and have\nbeen in compliance with all Environmental Laws; (iii) there are no liabilities\nof or relating to the Company or any of its Subsidiaries relating to or arising\nout of any Environmental Law of any kind whatsoever, whether accrued,\ncontingent, absolute, determined, determinable or otherwise, and there is no\nexisting condition, situation or set of circumstances which could reasonably be\nexpected to result in such a liability; and (iv) there has been no environmental\ninvestigation, study, audit, test, review or other analysis conducted of which\nthe Company has knowledge in relation to the current or prior business of the\nCompany or any of its Subsidiaries or any\n\n\n\n\n                                       21\n\n\n\n\n\nproperty or facility now or previously owned, leased or operated by the Company\nor any of its Subsidiaries which has not been delivered to Acquiror at least\nfive days prior to the date hereof.\n\n          (b) For purposes of this Section 3.17 and Section 4.17, the term\n\"Environmental Laws\" means any federal, state, local and foreign statutes, laws\n(including, without limitation, common law), judicial decisions, regulations,\nordinances, rules, judgments, orders, codes, injunctions, permits, governmental\nagreements or governmental restrictions relating to human health and safety, the\nenvironment or to pollutants, contaminants, wastes, or chemicals.\n\n         SECTION 3.18. Opinion of Financial Advisor. The Company has received\nthe opinion of Goldman, Sachs &amp; Co. to the effect that, as of the date of such\nopinion, the Exchange Ratio is fair from a financial point of view to the\nholders of Shares (other than Acquiror or any of its Subsidiaries or\naffiliates), and, as of the date hereof, such opinion has not been withdrawn.\n\n         SECTION 3.19. Pooling; Tax Treatment. (a) The Company intends that the\nMerger be accounted for under the \"pooling of interests\" method under the\nrequirements of Opinion No. 16 (Business Combinations) of the Accounting\nPrinciples Board of the American Institute of Certified Public Accountants, the\nFinancial Accounting Standards Board, and the rules and regulations of the SEC.\n\n          (b) Neither the Company nor any of its affiliates has taken or agreed\nto take any action or is aware of any fact or circumstance that would prevent\nthe Merger from qualifying (i) for \"pooling of interests\" accounting treatment\nas described in (a) above or (ii) as a reorganization within the meaning of\nSection 368 of the Code (a \"368 Reorganization\").\n\n         SECTION 3.20. Pooling Letter. The Company has received a letter from\nErnst &amp; Young LLP dated as of November 22, 1998 and addressed to the Company, a\ncopy of which has been delivered to Acquiror, in which Ernst &amp; Young LLP concurs\nwith the Company management's conclusion that, as of November 22, 1998, no\nconditions exist related to the Company that would preclude the Acquiror from\naccounting for the Merger as a pooling of interests, and such letter has not\nbeen withdrawn or modified in any material respect as of the date hereof.\n\n         SECTION 3.21. Takeover Statutes. The Board of Directors of the Company\nhas taken the necessary action to make inapplicable the application of Section\n203 of the Delaware Law, any other applicable antitakeover or similar statute or\nregulation and the supermajority voting provisions of Article 6 of the\n\n\n\n\n                                       22\n\n\n\n\n\nCompany's certificate of incorporation to this Agreement and the Option\nAgreement and the transactions contemplated hereby and thereby.\n\n         SECTION 3.22. Rights Agreement. The Board of Directors of the Company\nhas resolved to, and the Company promptly after the execution hereof will, take\nall action necessary to render the rights issued pursuant to the terms of the\nCompany Rights Agreement inapplicable to the Merger, this Agreement, the Option\nAgreement and the other transactions contemplated hereby and thereby.\n\n\n\n                                    ARTICLE 4\n                   REPRESENTATIONS AND WARRANTIES OF ACQUIROR\n\n         Acquiror represents and warrants to the Company that:\n\n         SECTION 4.01. Corporate Existence and Power. Each of Acquiror and\nMerger Subsidiary is a corporation duly incorporated, validly existing and in\ngood standing under the laws of its jurisdiction of incorporation and has all\ncorporate powers and all governmental licenses, authorizations, consents and\napprovals required to carry on its business as now conducted, except for those\nthe absence of which would not, individually or in the aggregate, have a\nMaterial Adverse Effect on Acquiror. Acquiror is duly qualified to do business\nas a foreign corporation and is in good standing in each jurisdiction where the\ncharacter of the property owned or leased by it or the nature of its activities\nmakes such qualification necessary, except for those jurisdictions where the\nfailure to be so qualified would not, individually or in the aggregate, have a\nMaterial Adverse Effect on Acquiror. Since the date of its incorporation, Merger\nSubsidiary has not engaged in any activities other than in connection with or as\ncontemplated by this Agreement. Acquiror has heretofore delivered to the Company\ntrue and complete copies of Acquiror's and Merger Subsidiary's certificate of\nincorporation and by-laws as currently in effect.\n\n         SECTION 4.02. Corporate Authorization. (a) The execution, delivery and\nperformance by Acquiror and Merger Subsidiary of this Agreement, and by Acquiror\nof the Option Agreement, and the consummation by Acquiror and Merger Subsidiary\nof the transactions contemplated hereby and thereby are within the corporate\npowers of Acquiror and Merger Subsidiary and have been duly authorized by all\nnecessary corporate action, except for any required approval by Acquiror's\nstockholders of (i) the Merger, (ii) the amendment of Acquiror's certificate of\nincorporation to increase the authorized shares of Acquiror Common Stock and to\nchange Acquiror's name in accordance with Section 2.01 and (iii) the\n\n\n\n\n                                       23\n\n\n\n\n\nissuance of Acquiror Common Stock in connection with the Merger (clauses (i),\n(ii) and (iii) being the \"Acquiror Stockholder Approval\") and except for the\ndesignation by the Board of Directors of shares of the Acquiror's authorized\npreferred stock as Acquiror Preferred Stock. The affirmative vote of the holders\nof shares of Acquiror Common Stock and shares of Class A Preferred Stock having\nvotes representing a majority of the votes cast by all such shares, voting\ntogether as a single class, is the only vote of the holders of any of Acquiror's\ncapital stock necessary in connection with obtaining the Acquiror Stockholder\nApproval. Assuming due authorization, execution and delivery of this Agreement\nand the Option Agreement by the Company, this Agreement constitutes a valid and\nbinding agreement of each of Acquiror and Merger Subsidiary and the Option\nAgreement constitutes a valid and binding agreement of Acquiror, in each case\nenforceable against such party in accordance with its terms, subject to\nbankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and\nsimilar laws of general applicability relating to or affecting creditors' rights\nand to general equity principles. The shares of Acquiror Common Stock and\nAcquiror Preferred Stock issued pursuant to the Merger, when issued in\naccordance with the terms hereof, will be duly authorized, validly issued, fully\npaid and nonassessable and not subject to preemptive rights.\n\n          (b) Acquiror's Board of Directors, at a meeting duly called and held,\nhas (i) approved this Agreement and the Option Agreement and the transactions\ncontemplated hereby and thereby (including the Merger), and (ii) resolved\n(subject to Section 6.04) to recommend approval by its stockholders of the\nmatters constituting the Acquiror Stockholder Approval.\n\n         SECTION 4.03. Governmental Authorization. The execution, delivery and\nperformance by Acquiror and Merger Subsidiary of this Agreement, and by Acquiror\nof the Option Agreement, and the consummation by Acquiror and Merger Subsidiary\nof the transactions contemplated hereby and thereby require no action by or in\nrespect of, or filing with, any governmental body, agency, official or authority\nother than (a) the filing of a certificate of merger in accordance with Delaware\nLaw, (b) compliance with any applicable requirements of the HSR Act, (c)\ncompliance with any applicable requirements of the EC Merger Regulation, (d)\ncompliance with any applicable requirements of the Canadian Act, (e) compliance\nwith any applicable requirements of the Exchange Act, (f) compliance with any\napplicable requirements of the 1933 Act and (g) other actions or filings which\nif not taken or made would not, individually or in the aggregate, have a\nMaterial Adverse Effect on Acquiror.\n\n         SECTION 4.04.  Non-Contravention.  The execution, delivery and\nperformance by Acquiror and Merger Subsidiary of this Agreement, and by\nAcquiror of the Option Agreement, and the consummation by Acquiror and\n\n\n\n\n                                       24\n\n\n\n\n\nMerger Subsidiary of the transactions contemplated hereby and thereby do not and\nwill not (a) assuming compliance with the matters referred to in Section 4.02,\ncontravene or conflict with the certificate of incorporation or by-laws of\nAcquiror or Merger Subsidiary, (b) assuming compliance with the matters referred\nto in Section 4.03, contravene or conflict with any provision of any law,\nregulation, judgment, injunction, order or decree binding upon or applicable to\nAcquiror or any of its Subsidiaries, (c) constitute a default under or give rise\nto any right of termination, cancellation or acceleration of any right or\nobligation of Acquiror or any of its Subsidiaries or to a loss of any benefit to\nwhich Acquiror or any of its Subsidiaries is entitled under any provision of any\nagreement, contract or other instrument binding upon Acquiror or any of its\nSubsidiaries or any license, franchise, permit or other similar authorization\nheld by Acquiror or any of its Subsidiaries or (d) result in the creation or\nimposition of any Lien on any asset of Acquiror or any of its Subsidiaries,\nexcept for such contraventions, conflicts or violations referred to in clause\n(b) or defaults, rights of termination, cancellation or acceleration, or losses\nor Liens referred to in clause (c) or (d) that would not, individually or in the\naggregate, have a Material Adverse Effect on Acquiror. Neither Acquiror nor any\nSubsidiary of Acquiror is a party to any agreement that expressly limits the\nability of Acquiror or any Subsidiary of Acquiror to compete in or conduct any\nline of business or compete with any Person or in any geographic area or during\nany period of time except to the extent that any such limitation, individually\nor in the aggregate, would not be reasonably likely to have a Material Adverse\nEffect on Acquiror after the Effective Time.\n\n         SECTION 4.05. Capitalization. The authorized capital stock of Acquiror\nconsists of 3,000,000,000 shares of Acquiror Common Stock and 200,000,000 shares\nof preferred stock, without par value (of which 16,500,000 are designated Class\nA Preferred Stock and 100,000,000 are designated Class B Preferred Stock). As of\nthe close of business on November 27, 1998, there were outstanding 2,427,693,787\nshares of Acquiror Common Stock, 1,884,638 shares of Class A Preferred Stock and\nno shares of Class B Preferred Stock, and employee stock options to purchase an\naggregate of 70,537,194 shares of Acquiror Common Stock (of which options to\npurchase an aggregate of 59,117,944 shares of Acquiror Common Stock were\nexercisable). All outstanding shares of capital stock of Acquiror have been duly\nauthorized and validly issued and are fully paid and nonassessable. Except as\nset forth in this Section and except for changes since the close of business on\nNovember 27, 1998 resulting from the exercise of employee stock options\noutstanding on such date or options or other stock-based awards granted as\npermitted by Section 6.01 and except for the shares to be issued in connection\nwith the Merger, there are outstanding (a) no shares of capital stock or other\nvoting securities of Acquiror, (b) no securities of Acquiror convertible into or\nexchangeable for shares of capital stock or voting securities of Acquiror, and\n(c) no options, warrants or other rights to acquire from Acquiror, and no\n\n\n\n\n                                       25\n\n\n\n\n\npreemptive or similar rights, subscription or other rights, convertible\nsecurities, agreements, arrangements, or commitments of any character, relating\nto the capital stock of Acquiror, obligating Acquiror to issue, transfer or sell\nany capital stock, voting security or securities convertible into or\nexchangeable for capital stock or voting securities of Acquiror or obligating\nAcquiror to grant, extend or enter into any such option, warrant, subscription\nor other right, convertible security, agreement, arrangement or commitment (the\nitems in clauses 4.05(a), 4.05(b) and 4.05(c) being referred to collectively as\nthe \"Acquiror Securities\"). There are no outstanding obligations of Acquiror or\nany of its Subsidiaries to repurchase, redeem or otherwise acquire any Acquiror\nSecurities.\n\n         SECTION 4.06. Subsidiaries. (a) Each Subsidiary of Acquiror is duly\norganized, validly existing and in good standing under the laws of its\njurisdiction of organization, has all powers and all governmental licenses,\nauthorizations, permits, consents and approvals required to carry on its\nbusiness as now conducted, except for those the absence of which would not,\nindividually or in the aggregate, reasonably be expected to have a Material\nAdverse Effect on Acquiror. Each Subsidiary of Acquiror is duly qualified to do\nbusiness and is in good standing in each jurisdiction where the character of the\nproperty owned or leased by it or the nature of its activities makes such\nqualifications necessary, except for those jurisdictions where failure to be so\nqualified would not, individually or in the aggregate, have a Material Adverse\nEffect on Acquiror. All Significant Subsidiaries of Acquiror and their\nrespective jurisdictions of incorporation are identified in Acquiror's annual\nreport on Form 10-K for the fiscal year ended December 31, 1997 (\"Acquiror\n10-K\").\n\n          (b) Except for directors' qualifying shares and except as set forth in\nthe Acquiror 10-K, all of the outstanding capital stock of, or other ownership\ninterests in, each Significant Subsidiary of Acquiror is owned by Acquiror,\ndirectly or indirectly, free and clear of any material Lien and free of any\nother material limitation or restriction (including any restriction on the right\nto vote, sell or otherwise dispose of such capital stock or other ownership\ninterests). There are no outstanding (i) securities of Acquiror or any of its\nSubsidiaries convertible into or exchangeable for shares of capital stock or\nother voting securities or ownership interests in any Significant Subsidiary of\nAcquiror, and (ii) options, warrants or other rights to acquire from Acquiror or\nany of its Significant Subsidiaries, and no preemptive or similar rights,\nsubscriptions or other rights, convertible securities, agreements, arrangements\nor commitments of any character, relating to the capital stock of any\nSignificant Subsidiary of Acquiror, obligating Acquiror or any of its\nSignificant Subsidiaries to issue, transfer or sell, any capital stock, voting\nsecurities or other ownership interests in, or any securities convertible into\nor exchangeable for any capital stock, voting securities or ownership interests\nin, any Significant Subsidiary of Acquiror or obligating Acquiror or any\nSignificant\n\n\n\n\n                                       26\n\n\n\n\n\nSubsidiary of Acquiror to grant, extend or enter into any such option, warrant,\nsubscription or other right, convertible security, agreement, arrangement or\ncommitment except, in any such case under clause (i) or (ii), to the extent\nrelating to an insignificant equity interest in any Significant Subsidiary\n(items in clauses 4.06(b)(i) and 4.06(b)(ii) being referred to collectively as\nthe \"Acquiror Subsidiary Securities\"). There are no outstanding obligations of\nAcquiror or any of its Subsidiaries to repurchase, redeem or otherwise acquire\nany outstanding Acquiror Subsidiary Securities.\n\n         SECTION 4.07. SEC Filings. (a) Acquiror has delivered to the Company\n(i) its annual reports on Form 10-K for its fiscal years ended December 31,\n1995, 1996 and 1997, (ii) its quarterly reports on Form 10-Q for its fiscal\nquarters ended after December 31, 1997, (iii) its proxy or information\nstatements relating to meetings, of, or actions taken without a meeting by, the\nstockholders of Acquiror held since December 31, 1997, and (iv) all of its other\nreports, statements, schedules and registration statements filed with the SEC\nsince December 31, 1997 (the documents referred to in this Section 4.07(a) being\nreferred to collectively as the \"Acquiror SEC Documents\"). The Acquiror's\nquarterly report on Form 10- Q for its fiscal quarter ended September 30, 1998\nis referred to herein as the \"Acquiror 10-Q\".\n\n          (b) As of its filing date, each Acquiror SEC Document complied as to\nform in all material respects with the applicable requirements of the Exchange\nAct and the 1933 Act.\n\n          (c) As of its filing date, each Acquiror SEC Document filed pursuant\nto the Exchange Act did not contain any untrue statement of a material fact or\nomit to state any material fact necessary in order to make the statements made\ntherein, in the light of the circumstances under which they were made, not\nmisleading.\n\n          (d) Each such registration statement as amended or supplemented, if\napplicable, filed pursuant to the 1933 Act as of the date such statement or\namendment became effective did not contain any untrue statement of a material\nfact or omit to state any material fact required to be stated therein or\nnecessary to make the statements therein not misleading.\n\n         SECTION 4.08. Financial Statements. The audited consolidated financial\nstatements and unaudited consolidated interim financial statements of Acquiror\n(including any related notes and schedules) included in the annual reports on\nForm 10-K and the quarterly reports on Form 10-Q referred to in Section 4.07\nfairly present in all material respects, in conformity with generally accepted\naccounting principles applied on a consistent basis (except as may be indicated\nin the notes thereto), the consolidated financial position of Acquiror and its\n\n\n\n\n                                       27\n\n\n\n\n\nconsolidated Subsidiaries as of the dates thereof and their consolidated results\nof operations and changes in financial position for the periods then ended\n(subject to normal year-end adjustments and the absence of notes in the case of\nany unaudited interim financial statements). For purposes of this Agreement,\n\"Acquiror Balance Sheet\" means the consolidated balance sheet of Acquiror as of\nSeptember 30, 1998 set forth in the Acquiror 10-Q and \"Acquiror Balance Sheet\nDate\" means September 30, 1998.\n\n         SECTION 4.09. Disclosure Documents. (a) The proxy statement of Acquiror\n(the \"Acquiror Proxy Statement\") to be filed with the SEC in connection with the\nMerger and the Registration Statement on Form S-4 of Acquiror (the \"Form S-4\")\nto be filed under the 1933 Act relating to the issuance of Acquiror Common Stock\nin the Merger, that may be required to be filed with the SEC in connection with\nthe issuance of shares of Acquiror Common Stock pursuant to the Merger and any\namendments or supplements thereto, will, when filed, subject to the last\nsentence of Section 4.09(b), comply as to form in all material respects with the\napplicable requirements of the 1933 Act.\n\n          (b) Neither the Acquiror Proxy Statement nor any amendment or\nsupplement thereto, will, at the date the Acquiror Proxy Statement or any such\namendment or supplement is first mailed to shareholders of Acquiror or at the\ntime such shareholders vote on the matters constituting the Acquiror Stockholder\nApproval, contain any untrue statement of a material fact or omit to state any\nmaterial fact necessary in order to make the statements therein, in light of the\ncircumstances under which they were made, not misleading. Neither the Form S- 4\nnor any amendment or supplement thereto will at the time it becomes effective\nunder the 1933 Act or at the Effective Time contain any untrue statement of a\nmaterial fact or omit to state a material fact required to be stated therein or\nnecessary to make the statements therein not misleading. No representation or\nwarranty is made by Acquiror in this Section 4.09 with respect to statements\nmade or incorporated by reference therein based on information supplied by the\nCompany for inclusion or incorporation by reference in the Acquiror Proxy\nStatement or the Form S-4.\n\n          (c) None of the information supplied or to be supplied by Acquiror for\ninclusion or incorporation by reference in the Company Proxy Statement or any\namendment or supplement thereto will, at the date the Company Proxy Statement or\nany amendment or supplement thereto is first mailed to stockholders of Company\nor at the time such stockholders vote on the adoption and approval of this\nAgreement and the transactions contemplated hereby, contain any untrue statement\nof a material fact or omit to state any material fact necessary in order to make\nthe statements therein, in light of the circumstances under which they were\nmade, not misleading.\n\n\n\n\n                                       28\n\n\n\n\n\n\n         SECTION 4.10. Absence of Certain Changes. Since the Acquiror Balance\nSheet Date, Acquiror and its Subsidiaries have conducted their business in the\nordinary course consistent with past practice and there has not been:\n\n          (a) any event, occurrence or development of a state of circumstances\nor facts which has had or reasonably would be expected to have, individually or\nin the aggregate, a Material Adverse Effect on Acquiror;\n\n          (b) any declaration, setting aside or payment of any dividend or other\ndistribution with respect to any shares of capital stock of Acquiror (other than\n(i) quarterly cash dividends payable by Acquiror consistent with past practice\n(including periodic dividend increases consistent with past practice), but which\nfor the sake of clarity shall not include any special dividends), or (ii)\nrequired dividends on preferred stock outstanding on the date hereof) or any\nrepurchase, redemption or other acquisition by Acquiror or any of its\nSubsidiaries of any outstanding shares of capital stock or other equity\nsecurities of, or other ownership interests in, Acquiror (other than any such\nrepurchases prior to the date hereof pursuant to Acquiror's publicly announced\nstock buyback program or, after the date hereof, as permitted under Section\n6.01(e)); or\n\n          (c) any change prior to the date hereof in any method of accounting or\naccounting practice (other than any change for tax purposes) by Acquiror or any\nof its Subsidiaries, except for any such change which is not significant or\nwhich is required by reason of a concurrent change in GAAP.\n\n         SECTION 4.11. No Undisclosed Material Liabilities. There are no\nliabilities of the Acquiror or any Subsidiary of the Acquiror of any kind\nwhatsoever, whether accrued, contingent, absolute, determined, determinable or\notherwise, other than:\n\n          (a) liabilities disclosed or provided for in the Acquiror Balance\nSheet or in the notes thereto;\n\n          (b) liabilities which in the aggregate would not reasonably be\nexpected to have a Material Adverse Effect on Acquiror;\n\n          (c) liabilities disclosed in the Acquiror SEC Documents filed prior to\nthe date hereof or set forth in Schedule 4.11(c); and\n\n          (d) liabilities under this Agreement.\n\n\n\n\n\n                                       29\n\n\n\n\n\n         SECTION 4.12. Litigation. Except as disclosed in the Acquiror SEC\nDocuments filed prior to the date hereof, there is no action, suit,\ninvestigation or proceeding pending against, or to the knowledge of Acquiror\nthreatened against or affecting, Acquiror or any of its Subsidiaries or any of\ntheir respective properties before any court or arbitrator or any governmental\nbody, agency or official which would reasonably be expected to have a Material\nAdverse Effect on Acquiror.\n\n         SECTION 4.13. Taxes. Except as set forth in the Acquiror Balance Sheet\n(including the notes thereto) or as otherwise set forth on Schedule 4.13 and\nexcept as would not, individually or in the aggregate, have a Material Adverse\nEffect on Acquiror, (i) all Acquiror Tax Returns required to be filed with any\ntaxing authority by, or with respect to, Acquiror and its Subsidiaries have been\nfiled in accordance with all applicable laws; (ii) Acquiror and its Subsidiaries\nhave timely paid all Taxes shown as due and payable on Acquiror Tax Returns that\nhave been so filed, and, as of the time of filing, Acquiror Tax Returns\ncorrectly reflected the facts regarding the income, business, assets,\noperations, activities and the status of Acquiror and its Subsidiaries (other\nthan Taxes which are being contested in good faith and for which adequate\nreserves are reflected on the Acquiror Balance Sheet); (iii) Acquiror and its\nSubsidiaries have made provision for all Taxes payable by Acquiror and its\nSubsidiaries for which no Acquiror Tax Return has yet been filed; (iv) the\ncharges, accruals and reserves for Taxes with respect to Acquiror and its\nSubsidiaries reflected on the Acquiror Balance Sheet are adequate under GAAP to\ncover the Tax liabilities accruing through the date thereof; (v) there is no\naction, suit, proceeding, audit or claim now proposed or pending against or with\nrespect to Acquiror or any of its Subsidiaries in respect of any Tax where there\nis a reasonable possibility of an adverse determination; and (vi) to the best of\nAcquiror's knowledge and belief, neither Acquiror nor any of its Subsidiaries is\nliable for any Tax imposed on any entity other than such Person, except as the\nresult of the application of Treas. Reg. ss. 1.1502-6 (and any comparable\nprovision of the tax laws of any state, local or foreign jurisdiction) to the\naffiliated group of which Acquiror is the common parent.\n\n         SECTION 4.14. Employee Benefit Plans. (a) Prior to the date hereof,\nAcquiror has provided the Company with a list (set forth on Schedule 4.14)\nidentifying each material \"employee benefit plan,\" as defined in Section 3(3) of\nERISA, each employment, severance or similar contract, plan, arrangement or\npolicy applicable to any director, former director, employee or former employee\nof Acquiror and each material plan or arrangement (written or oral), providing\nfor compensation, bonuses, profit-sharing, stock option or other stock related\nrights or other forms of incentive or deferred compensation, vacation benefits,\ninsurance coverage (including any self-insured arrangements), health or medical\nbenefits, disability benefits, workers' compensation, supplemental unemployment\nbenefits, severance benefits and post-employment or retirement benefits\n(including\n\n\n\n\n                                       30\n\n\n\n\n\ncompensation, pension, health, medical or life insurance benefits) which is\nmaintained, administered or contributed to by Acquiror and covers any employee\nor director or former employee or director of Acquiror, or under which Acquiror\nhas any liability. Such material plans (excluding any such plan that is a\n\"multiemployer plan\", as defined in Section 3(37) of ERISA) are referred to\ncollectively herein as the \"Acquiror Employee Plans\".\n\n          (b) Each Acquiror Employee Plan has been maintained in compliance with\nits terms and with the requirements prescribed by any and all statutes, orders,\nrules and regulations (including but not limited to ERISA and the Code) which\nare applicable to such Plan, except where failure to so comply would not,\nindividually or in the aggregate, have a Material Adverse Effect on Acquiror.\n\n          (c) Neither Acquiror nor any affiliate of Acquiror has incurred a\nliability under Title IV of ERISA that has not been satisfied in full, and no\ncondition exists that presents a material risk to Acquiror or any affiliate of\nAcquiror of incurring any such liability other than liability for premiums due\nthe Pension Benefit Guaranty Corporation (which premiums have been paid when\ndue).\n\n          (d) Each Acquiror Employee Plan which is intended to be qualified\nunder Section 401(a) of the Code is so qualified and has been so qualified\nduring the period from its adoption to date, and each trust forming a part\nthereof is exempt from federal income tax pursuant to Section 501(a) of the\nCode.\n\n          (e) No director or officer or other employee of Acquiror or any of its\nSubsidiaries will become entitled to any retirement, severance or similar\nbenefit or enhanced or accelerated benefit solely as a result of the\ntransactions contemplated hereby.\n\n          (f) Except as reflected in the Acquiror SEC Documents filed prior to\nthe date hereof, no Acquiror Employee Plan provides post-retirement health and\nmedical, life or other insurance benefits for retired employees of Acquiror or\nany of its Subsidiaries.\n\n          (g) There has been no amendment to, written interpretation or\nannouncement (whether or not written) by Acquiror or any of its affiliates\nrelating to, or change in employee participation or coverage under, any Acquiror\nEmployee Plan which would increase materially the expense of maintaining such\nAcquiror Employee Plan above the level of the expense incurred in respect\nthereof for the 12 months ended on the Acquiror Balance Sheet Date.\n\n         SECTION 4.15.  Compliance with Laws.  Neither Acquiror nor any of its\nSubsidiaries is in violation of, or has since January 1, 1997 violated, any\n\n\n\n\n                                       31\n\n\n\n\n\napplicable provisions of any laws, statutes, ordinances or regulations except\nfor any violations that, individually or in the aggregate, would not reasonably\nbe expected to have a Material Adverse Effect on Acquiror.\n\n         SECTION 4.16. Finders' or Advisors' Fees. Except for J.P. Morgan\nSecurities Inc., whose fees will be paid by Acquiror, there is no investment\nbanker, broker, finder or other intermediary which has been retained by or is\nauthorized to act on behalf of Acquiror or any of its Subsidiaries who might be\nentitled to any fee or commission in connection with the transactions\ncontemplated by this Agreement.\n\n         SECTION 4.17. Environmental Matters. Except as set forth in the\nAcquiror SEC Documents filed prior to the date hereof and with such exceptions\nas, individually or in the aggregate, have not had, and would not reasonably be\nexpected to have, a Material Adverse Effect on Acquiror, (i) no notice,\nnotification, demand, request for information, citation, summons, complaint or\norder has been received by, and no investigation, action, claim, suit,\nproceeding or review is pending or, to the knowledge of Acquiror or any of its\nSubsidiaries, threatened by any Person against, Acquiror or any of its\nSubsidiaries, and no penalty has been assessed against Acquiror or any of its\nSubsidiaries, in each case, with respect to any matters relating to or arising\nout of any Environmental Law; (ii) Acquiror and its Subsidiaries are and have\nbeen in compliance with all Environmental Laws; (iii) there are no liabilities\nof or relating to Acquiror or any of its Subsidiaries relating to or arising out\nof any Environmental Law of any kind whatsoever, whether accrued, contingent,\nabsolute, determined, determinable or otherwise, and there is no existing\ncondition, situation or set of circumstances which could reasonably be expected\nto result in such a liability; and (iv) there has been no environmental\ninvestigation, study, audit, test, review or other analysis conducted of which\nAcquiror has knowledge in relation to the current or prior business of Acquiror\nor any of its Subsidiaries or any property or facility now or previously owned,\nleased or operated by Acquiror or any of its Subsidiaries which has not been\ndelivered to the Company at least five days prior to the date hereof.\n\n         SECTION 4.18. Opinion of Financial Advisor. Acquiror has received the\nopinion of J.P. Morgan Securities Inc. to the effect that, as of the date of\nsuch opinion, the consideration to be paid by Acquiror in the Merger is fair,\nfrom a financial point of view, to Acquiror, and, as of the date hereof, such\nopinion has not been withdrawn.\n\n         SECTION 4.19.  Pooling; Tax Treatment.  (a) Acquiror intends that the\nMerger be accounted for as a \"pooling of interests\" as described in Section\n3.19(a).\n\n\n\n\n                                       32\n\n\n\n\n\n          (b) Neither Acquiror nor any of its affiliates has taken or agreed to\ntake any action or is aware of any fact or circumstance that would prevent the\nMerger from qualifying (i) for \"pooling of interests\" accounting treatment as\ndescribed in Section 3.19(a) or (ii) as a 368 Reorganization.\n\n         SECTION 4.20. Pooling Letter. Acquiror has received a letter from\nPricewaterhouseCoopers LLP dated as of November 25, 1998 and addressed to\nAcquiror, a copy of which has been delivered to the Company, stating that based\non the information furnished to PricewaterhouseCoopers LLP in the related\ncertificate of Acquiror's management and based on the letter from Ernst &amp; Young\nLLP referenced in Section 3.20, PricewaterhouseCoopers LLP concurs with Acquiror\nmanagement's conclusion that, as of November 25, 1998, no conditions exist that\nwould preclude Acquiror's accounting for the Merger as a pooling of interests,\nand such letter has not been withdrawn or modified in any material respect as of\nthe date hereof.\n\n\n\n                                    ARTICLE 5\n                            COVENANTS OF THE COMPANY\n\n         The Company agrees that:\n\n         SECTION 5.01. Conduct of the Company. From the date hereof until the\nEffective Time, the Company and its Subsidiaries shall conduct their business in\nthe ordinary course consistent with past practice and shall use their reasonable\nbest efforts to preserve intact their business organizations and relationships\nwith third parties. Without limiting the generality of the foregoing, except\nwith the prior written consent of Acquiror or as contemplated by this Agreement,\nand, in the case of clauses (g), (i), (j) and (l) below, except in the ordinary\ncourse of business not representing a new strategic direction of the Company,\nfrom the date hereof until the Effective Time:\n\n          (a) the Company will not, and will not permit any of its Significant\nSubsidiaries to, adopt or propose any change in its certificate of incorporation\nor by-laws;\n\n          (b) the Company will not, and will not permit any Significant\nSubsidiary of the Company to, adopt a plan or agreement of complete or partial\nliquidation, dissolution, merger, consolidation, restructuring, recapitalization\nor other material reorganization of the Company or any of its Significant\nSubsidiaries (other than a merger or consolidation between its wholly-owned\nSubsidiaries);\n\n\n\n\n                                       33\n\n\n\n\n\n\n          (c) the Company will not, and will not permit any material Subsidiary\nof the Company to, issue, sell, transfer, pledge, dispose of or encumber any\nshares of, or securities convertible into or exchangeable for, or options,\nwarrants, calls, commitments or rights of any kind to acquire, any shares of\ncapital stock of any class or series of the Company or its material Subsidiaries\nother than (i) issuances pursuant to the exercise of convertible securities\noutstanding on the date hereof or issuances pursuant to stock based awards or\noptions that are outstanding on the date hereof and are reflected in Section\n3.05 or are granted in accordance with clause (ii) below and (ii) additional\noptions or stock-based awards to acquire Shares granted under the terms of any\nCompany Stock Option Plan as in effect on the date hereof in the ordinary course\nconsistent with past practice;\n\n          (d) the Company will not, and will not permit any material Subsidiary\nof the Company to, (i) split, combine, subdivide or reclassify its outstanding\nshares of capital stock, or (ii) declare, set aside or pay any dividend or other\ndistribution payable in cash, stock or property with respect to its capital\nstock other than, subject to Section 7.09, (x) regular quarterly cash dividends\npayable by the Company or such material Subsidiary consistent with past practice\n(including periodic dividend increases consistent with past practice), but which\nfor the sake of clarity shall not include any special dividend, (y) any required\ndividends on the Series B Preferred Stock or (z) dividends paid by any\nSubsidiary of the Company to the Company or any wholly-owned Subsidiary of the\nCompany;\n\n          (e) the Company will not, and will not permit any Subsidiary of the\nCompany to, redeem, purchase or otherwise acquire directly or indirectly any of\nthe Company's capital stock, except for repurchases, redemptions or acquisitions\n(x) required by the terms of its capital stock or any securities outstanding on\nthe date hereof, (y) required by or in connection with the respective terms, as\nof the date hereof, of any Company Stock Option Plan or any dividend\nreinvestment plan as in effect on the date hereof in the ordinary course of the\noperations of such plan consistent with past practice and only to the extent\nconsistent with Section 7.04 or (z) effected in the ordinary course consistent\nwith past practice and only to the extent consistent with Section 7.04;\n\n          (f) the Company will not amend the terms (including the terms relating\nto accelerating the vesting or lapse of repurchase rights or obligations) of any\noutstanding options to purchase Shares (which, it is understood, will not limit\nthe administration of the relevant plans in accordance with past practices and\ninterpretations of the Company's Board and the MCOC (as defined in Section\n6.06(e)) to the extent consistent with Section 7.04) or amend the terms of or\nterminate the Leveraged ESOP;\n\n\n\n\n\n                                       34\n\n\n\n\n\n          (g) the Company will not, and will not permit any Subsidiary of the\nCompany to, make or commit to make any capital expenditure;\n\n          (h) the Company will not, and will not permit any Subsidiary of the\nCompany to, increase the compensation or benefits of any director, officer or\nemployee, except for normal increases in the ordinary course of business\nconsistent with past practice or as required under applicable law or any\nexisting agreement or commitment;\n\n          (i) the Company will not, and will not permit any of its Subsidiaries\nto, acquire a material amount of assets (as measured with respect to the\nconsolidated assets of the Company and its Subsidiaries taken as a whole) of any\nother Person;\n\n          (j) the Company will not, and will not permit any of its Subsidiaries\nto, sell, lease, license or otherwise dispose of any material assets or property\nexcept pursuant to existing contracts or commitments;\n\n          (k) except for any such change which is not significant or which is\nrequired by reason of a concurrent change in GAAP, the Company will not, and\nwill not permit any Subsidiary of the Company to, change any method of\naccounting or accounting practice (other than any change for tax purposes) used\nby it;\n\n          (l) the Company will not, and will not permit any Subsidiary of the\nCompany to, enter into any material joint venture, partnership or other similar\narrangement;\n\n          (m) the Company will not, and will not permit any of its Subsidiaries\nto, take any action that would make any representation or warranty of the\nCompany hereunder inaccurate in any material respect at, or as of any time prior\nto, the Effective Time; and\n\n         (n) the Company will not, and will not permit any of its Subsidiaries\nto, agree or commit to do any of the foregoing.\n\n         SECTION 5.02. Company Stockholder Meeting; Proxy Material. Unless the\nBoard of Directors of Acquiror shall take any action permitted by the third\nsentence of Section 6.04, the Company shall cause a meeting of its stockholders\n(the \"Company Stockholder Meeting\") to be duly called and held as soon as\nreasonably practicable, on a date reasonably acceptable to Acquiror, for the\npurpose of voting on the approval and adoption of this Agreement and the Merger\n(the \"Company Stockholder Approval\"). Except as provided in the next sentence,\nthe Board of Directors of the Company shall recommend approval and\n\n\n\n\n                                       35\n\n\n\n\n\nadoption of this Agreement by the Company's stockholders. The Board of Directors\nof the Company shall be permitted to (i) not recommend to the Company's\nshareholders that they give the Company Stockholder Approval or (ii) withdraw or\nmodify in a manner adverse to Acquiror its recommendation to the Company's\nshareholders that they give the Company Stockholder Approval, only (x) if the\nBoard of Directors of the Company by a majority vote determines in its good\nfaith judgment that it is necessary to so withdraw or modify its recommendation\nto comply with its fiduciary duty to shareholders under applicable law, after\nreceiving the advice of outside legal counsel, and (y) if the Company and the\nsenior officers and directors of the Company have substantially complied with\ntheir obligations set forth in Section 5.03. In connection with the Company\nStockholder Meeting, the Company (x) will promptly prepare and file with the\nSEC, will use its reasonable best efforts to have cleared by the SEC and will\nthereafter mail to its shareholders as promptly as practicable the Company Proxy\nStatement and all other proxy materials for the Company Stockholder Meeting, (y)\nwill use its reasonable best efforts, subject to the immediately preceding\nsentence, to obtain the Company Stockholder Approval and (z) will otherwise\ncomply with all legal requirements applicable to the Company Stockholder\nMeeting.\n\n         SECTION 5.03. Other Offers. The Company and its Subsidiaries will not,\nand the Company will use its reasonable best efforts to cause the officers,\ndirectors, employees, investment bankers, consultants and other agents of the\nCompany and its Subsidiaries not to, directly or indirectly, take any action to\nsolicit, initiate, encourage or facilitate the making of any Acquisition\nProposal (including without limitation by amending, or granting any waiver\nunder, the Company Rights Agreement) or any inquiry with respect thereto or\nengage in discussions or negotiations with any Person with respect thereto, or\ndisclose any non-public information relating to the Company or any Subsidiary of\nthe Company or afford access to the properties, books or records of the Company\nor any Subsidiary of the Company to, any Person that has made, or to the\nCompany's knowledge, is considering making, any Acquisition Proposal; provided\nthat nothing contained in this Section 5.03 shall prevent the Company from\nfurnishing non-public information to, or entering into discussions or\nnegotiations with, or affording access to the properties, books or records of\nthe Company or its Subsidiaries to, any Person in connection with an unsolicited\nbona fide Acquisition Proposal received from such Person so long as prior to\nfurnishing non-public information to, or entering into discussions or\nnegotiations with, such Person, (i) the Board of Directors of the Company by a\nmajority vote determines in its good faith judgment that it is necessary to do\nso to comply with its fiduciary duty to shareholders under applicable law, after\nreceiving the advice of outside legal counsel, and (ii) the Company receives\nfrom such Person an executed confidentiality agreement with terms no less\nfavorable to the Company\n\n\n\n\n                                       36\n\n\n\n\n\nthan those contained in the Confidentiality Agreement (as defined in Section\n7.03). Nothing contained in this Agreement shall prevent the Board of Directors\nof the Company from complying with Rule 14e-2 under the Exchange Act with regard\nto an Acquisition Proposal; provided that the Board of Directors of the Company\nshall not recommend that the shareholders of the Company tender their shares in\nconnection with a tender offer except to the extent the Board of Directors of\nthe Company by a majority vote determines in its good faith judgment that such a\nrecommendation is required to comply with the fiduciary duties of the Board of\nDirectors of the Company to shareholders under applicable law, after receiving\nthe advice of outside legal counsel. Unless the Board of Directors of the\nCompany by a majority vote determines in its good faith judgment that it is\nnecessary not to do so to comply with its fiduciary duty to shareholders under\napplicable law, after receiving the advice of outside legal counsel, the Company\nwill (a) promptly (and in no event later than 48 hours after receipt of any\nAcquisition Proposal) notify (which notice shall be provided orally and in\nwriting and shall identify the Person making such Acquisition Proposal and set\nforth the material terms thereof) Acquiror after receipt of any Acquisition\nProposal, any indication of which the Company has knowledge that any Person is\nconsidering making an Acquisition Proposal or any request for non-public\ninformation relating to the Company or any Subsidiary of the Company or for\naccess to the properties, books or records of the Company or any Subsidiary of\nthe Company by any Person that has made, or to the Company's knowledge may be\nconsidering making, an Acquisition Proposal, and (b) will keep Acquiror informed\nof the status and material terms of any such Acquisition Proposal or request.\nThe Company and its Subsidiaries will, and the Company will use its reasonable\nbest efforts to cause the officers, directors, employees, investment bankers,\nconsultants and other agents of the Company and its Subsidiaries to, immediately\ncease and cause to be terminated all discussions and negotiations, if any, that\nhave taken place prior to the date hereof with any parties with respect to any\nAcquisition Proposal.\n\n         For purposes of this Agreement, \"Acquisition Proposal\" means any offer\nor proposal for, or any indication of interest in, any (i) direct or indirect\nacquisition or purchase of a business or assets that constitute 20% or more of\nthe net revenues, net income or the assets of the Company and its Subsidiaries,\ntaken as a whole, (ii) direct or indirect acquisition or purchase of 20% or more\nof any class of equity securities of the Company or any of its Subsidiaries\nwhose business constitutes 20% or more of the net revenues, net income or assets\nof the Company and its Subsidiaries, taken as a whole, (iii) tender offer or\nexchange offer that if consummated would result in any person beneficially\nowning 20% or more of any class of equity securities of the Company or any of\nits Subsidiaries whose business constitutes 20% or more the net revenues, net\nincome or assets of the Company and its Subsidiaries, taken as a whole, or (iv)\nmerger, consolidation,\n\n\n\n\n                                       37\n\n\n\n\n\nbusiness combination, recapitalization, liquidation, dissolution or similar\ntransaction involving the Company or any of its Subsidiaries whose business\nconstitutes 20% or more of the net revenue, net income or assets of the Company\nand its Subsidiaries, taken as a whole, other than the transactions contemplated\nby this Agreement. For purposes of this Agreement, \"Superior Proposal\" means any\nbona fide Acquisition Proposal for or in respect of at least a majority of the\noutstanding Shares on terms that the Board of Directors of the Company\ndetermines in its good faith judgment (after consultation with a financial\nadvisor of nationally recognized reputation, taking into account all the terms\nand conditions of the Acquisition Proposal, including any break-up fees, expense\nreimbursement provisions and conditions to consummation) are more favorable to\nall of the Company's stockholders than the Merger.\n\n\n\n                                    ARTICLE 6\n                              COVENANTS OF ACQUIROR\n\n         Acquiror agrees that:\n\n         SECTION 6.01. Conduct of Acquiror. From the date hereof until the\nEffective Time, Acquiror and its Subsidiaries shall conduct their business in\nthe ordinary course consistent with past practice and shall use their reasonable\nbest efforts to preserve intact their business organizations and relationships\nwith third parties. Without limiting the generality of the foregoing, and except\nwith the prior written consent of the Company or as contemplated by this\nAgreement, from the date hereof until the Effective Time:\n\n          (a) Acquiror will not adopt or propose any change in its certificate\nof incorporation or by-laws, except as contemplated in Section 4.02(a) or\n2.02(a);\n\n          (b) Acquiror will not adopt a plan or agreement of complete or partial\nliquidation, dissolution, merger, consolidation, restructuring, recapitalization\nor other material reorganization of Acquiror;\n\n          (c) Acquiror will not issue, sell, transfer, pledge, dispose of or\nencumber any shares of, or securities convertible into or exchangeable for, or\noptions, warrants, calls, commitments or rights of any kind to acquire, any\nshares of capital stock of any class or series of Acquiror, other than (i)\nissuances pursuant to the exercise of convertible securities outstanding on the\ndate hereof or issuances pursuant to stock-based awards or options outstanding\non the date hereof or that are granted in accordance with clause (ii) below and\n(ii) additional options or\n\n\n\n\n                                       38\n\n\n\n\n\nstock-based awards to acquire Acquiror Common Stock granted under the terms of\nany employee or director stock option or compensation plan or arrangement of\nAcquiror as in effect as of the date hereof in the ordinary course consistent\nwith past practice;\n\n          (d) Acquiror will not (i) split, combine, subdivide or reclassify its\noutstanding shares of capital stock or (ii) declare, set aside or pay any\ndividend or other distribution payable in cash, stock or property with respect\nto its capital stock other than, subject to Section 7.09, (x) regular quarterly\ncash dividends payable by Acquiror on Acquiror Common Stock consistent with past\npractice (including periodic dividend increases consistent with past practice),\nbut which for the sake of clarity shall not include any special dividend or (y)\nany required dividends on preferred stock outstanding on the date hereof;\n\n         (e) Acquiror will not, and will not permit any Subsidiary of Acquiror\nto, redeem, purchase or otherwise acquire directly or indirectly any of\nAcquiror's capital stock, except for repurchases, redemptions or acquisitions\n(x) required by the terms of capital stock or any securities outstanding on the\ndate hereof, (y) required by or in connection with the respective terms, as of\nthe date hereof, of any employee stock option plan or compensation plan or\narrangement of Acquiror or any dividend reinvestment plan as in effect as of the\ndate hereof in the ordinary course of operations of such plan consistent with\npast practice and only to the extent consistent with Section 7.04 or (z)\neffected in the ordinary course consistent with past practice and only to the\nextent consistent with Section 7.04;\n\n          (f) Acquiror will not, and will not permit any of its Subsidiaries to,\ntake any action that would make any representation or warranty of Acquiror\nhereunder inaccurate in any material respect at, or as of any time prior to, the\nEffective Time; and\n\n          (g) Acquiror will not, and will not permit any of its Subsidiaries to,\nagree or commit to do any of the foregoing.\n\n         SECTION 6.02. Obligations of Merger Subsidiary. Acquiror will take all\naction necessary to cause Merger Subsidiary to perform its obligations under\nthis Agreement and to consummate the Merger on the terms and conditions set\nforth in this Agreement.\n\n         SECTION 6.03. Director and Officer Liability. (a) For seven years after\nthe Effective Time, Acquiror shall indemnify and hold harmless the individuals\nwho on or prior to the Effective Time were officers, directors and employees of\nthe Company or its Subsidiaries (collectively, the \"Indemnitees\") with respect\nto all acts or omissions by them in their capacities as such or taken at the\nrequest of the\n\n\n\n\n                                       39\n\n\n\n\n\nCompany or any of its Subsidiaries at any time prior to the Effective Time to\nthe extent provided under the Company's certificate of incorporation and by-laws\nin effect on the date hereof. Acquiror shall cause the Surviving Corporation to\nhonor all indemnification agreements with Indemnitees (including under the\nCompany's by-laws) in effect as of the date hereof in accordance with the terms\nthereof. To the best knowledge of the Company, the Company has disclosed to\nAcquiror all such indemnification agreements prior to the date hereof.\n\n          (b) For seven years after the Effective Time, Acquiror shall procure\nthe provision of officers' and directors' liability insurance in respect of acts\nor omissions occurring prior to the Effective Time covering each such Person\ncurrently covered by the Company's officers' and directors' liability insurance\npolicy on terms with respect to coverage and in amounts no less favorable than\nthose of such policy in effect on the date hereof (it being understood that\nAcquiror may discharge its obligations pursuant to this paragraph by providing\nan insurance policy underwritten by Ancon Insurance Company, Inc., a\nwholly-owned Subsidiary of Acquiror); provided, that if the aggregate annual\npremiums for such insurance at any time during such period shall exceed 300% of\nthe per annum rate of premium paid by the Company and its Subsidiaries as of the\ndate hereof for such insurance, then Acquiror shall, or shall cause its\nSubsidiaries to, provide only such coverage as shall then be available at an\nannual premium equal to 300% of such rate.\n\n          (c) The obligations of Acquiror under this Section 6.03 shall not be\nterminated or modified in such a manner as to adversely affect any Indemnitee to\nwhom this Section 6.03 applies without the consent of such affected Indemnitee\n(it being expressly agreed that the Indemnitees to whom this Section 6.03\napplies shall be third party beneficiaries of this Section 6.03).\n\n         SECTION 6.04. Acquiror Stockholder Meeting; Form S-4. Unless the Board\nof Directors of the Company shall take any action permitted by the third\nsentence of Section 5.02, Acquiror shall cause a meeting of its stockholders\n(the \"Acquiror Stockholder Meeting\") to be duly called and held as soon as\nreasonably practicable, on a date reasonably acceptable to the Company, for the\npurpose of approving the matters constituting the Acquiror Stockholder Approval.\nExcept as provided in the next sentence, the Board of Directors of Acquiror\nshall recommend approval of the matters constituting the Acquiror Stockholder\nApproval. The Board of Directors of Acquiror shall be permitted to (i) not\nrecommend to Acquiror's shareholders that they give the Acquiror Stockholder\nApproval or (ii) withdraw or modify in a manner adverse to the Company its\nrecommendation to the Acquiror's shareholders that they give the Acquiror\nStockholder Approval, only if the Board of Directors of Acquiror by a majority\nvote determines in its good faith judgment that it is necessary to so withdraw\nor\n\n\n\n\n                                       40\n\n\n\n\n\nmodify its recommendation to comply with its fiduciary duty to shareholders\nunder applicable law, after receiving the advice of outside legal counsel. In\nconnection with the Acquiror Stockholder Meeting, Acquiror (x) will promptly\nprepare and file with the SEC, will use its reasonable best efforts to have\ncleared by the SEC, and will thereafter mail to its stockholders as promptly as\npracticable, the Acquiror Proxy Statement and all other proxy materials for such\nmeeting, (y) will use its reasonable best efforts, subject to the immediately\npreceding sentence, to obtain the Acquiror Stockholder Approval, and (z) will\notherwise comply with all legal requirements applicable to the Acquiror\nStockholder Meeting. Subject to the terms and conditions of this Agreement and\nunless the Board of Directors of the Company shall take any action permitted by\nthe third sentence of Section 5.02, Acquiror shall prepare and file with the SEC\nunder the 1933 Act the Form S-4, and shall use its reasonable best efforts to\ncause the Form S-4 to be declared effective by the SEC as promptly as\npracticable. Acquiror shall promptly take any action required to be taken under\nforeign or state securities or Blue Sky laws in connection with the issuance of\nAcquiror Common Stock in connection with the Merger. The parties acknowledge and\nagree that Acquiror may include in such proxy statement to be mailed to its\nstockholders a proposal to amend Acquiror's certificate of incorporation to\neliminate the Class B Preferred Stock.\n\n         SECTION 6.05. Stock Exchange Listing. Acquiror shall use its reasonable\nbest efforts to cause the shares of Acquiror Common Stock to be issued in\nconnection with the Merger to be listed on the NYSE, subject to official notice\nof issuance.\n\n         SECTION 6.06. Employee Benefits. (a) From and after the Effective Time,\nAcquiror shall cause the Surviving Corporation to honor in accordance with their\nterms all benefits and obligations under the Executive Arrangements (as defined\nin Section 6.06(f)) and, subject to Section 6.06(b), the other Company Employee\nPlans, each as in effect on the date hereof (or as amended with the prior\nwritten consent of Acquiror), to the extent that entitlements or rights, actual\nor contingent (whether such entitlements or rights are vested as of the\nEffective Time or become vested or payable only upon the occurrence of a further\nevent, including a discretionary determination) exist in respect thereof as of\nthe Effective Time. Acquiror and the Company hereby agree that the consummation\nof the Merger shall constitute a \"Change in Control\" for purpose of any employee\narrangement and all other Company Employee Plans, pursuant to the terms of such\nplans in effect on the date hereof. No provision of this Section 6.06(a) shall\nbe construed as a limitation on the right of Acquiror to amend or terminate any\nCompany Employee Plans which the Company would otherwise have under the terms of\nsuch Company Employee Plan, and no provision of this Section 6.06(a) shall be\nconstrued to create a right in any employee or beneficiary of such employee\nunder\n\n\n\n\n                                       41\n\n\n\n\n\na Company Employee Plan that such employee or beneficiary would not otherwise\nhave under the terms of such Company Employee Plan.\n\n         (b) Following the Effective Time, Acquiror shall continue to provide to\nindividuals who are employed by the Company and its Subsidiaries as of the\nEffective Time who remain employed with Acquiror or any Subsidiary of Acquiror\n(\"Affected Employees\"), for so long as such Affected Employees remain employed\nby Acquiror or any Subsidiary of Acquiror, employee benefits (other than salary\nor incentive compensation) (i) pursuant to the Company's or its Subsidiaries'\nemployee benefit plans, programs, policies and arrangements as provided to such\nemployees immediately prior to the Effective Time or (ii) pursuant to employee\nbenefit plans, programs, policies or arrangements maintained by Acquiror or any\nSubsidiary of Acquiror providing coverage and benefits which, in the aggregate,\nare no less favorable than those provided to employees of Acquiror in positions\ncomparable to positions held by Affected Employees with Acquiror or its\nSubsidiaries from time to time after the Effective Time. Following the Effective\nTime, Acquiror shall continue to provide to former employees of the Company or\nits Subsidiaries (and to employees of the Company or its Subsidiaries whose\nemployment terminates prior to the Effective Time) (\"Affected Retirees\") post\nretirement benefits (other than pensions) (i) pursuant to the Company Employee\nPlans applicable to such Affected Retirees, each as in effect on the date\nhereof, or (ii) pursuant to employee benefit plans, programs, policies or\narrangements maintained by Acquiror or any Subsidiary of Acquiror providing post\nretirement coverage and benefits (other than pensions) which, in the aggregate,\nare no less favorable than those provided to former employees of Acquiror.\n\n          (c) Acquiror will, or will cause the Surviving Corporation to, give\nAffected Employees full credit for purposes of eligibility, vesting, benefit\naccrual (including benefit accrual under any defined benefit pension plans,\nprovided that a participant's benefit under any such defined benefit pension\nplan may be offset by such participant's accrued benefit under the Company\ndefined benefit pension plan) and determination of the level of benefits under\nany employee benefit plans or arrangements maintained by Acquiror or any\nSubsidiary of Acquiror for such Affected Employees' service with the Company or\nany Subsidiary of the Company to the same extent recognized by the Company\nimmediately prior to the Effective Time.\n\n          (d) Acquiror will, or will cause the Surviving Corporation to, (i)\nwaive all limitations as to preexisting conditions, exclusions and waiting\nperiods with respect to participation and coverage requirements applicable to\nthe Affected Employees under any welfare benefit plans that such employees may\nbe eligible to participate in after the Effective Time, other than limitations\nor waiting periods\n\n\n\n\n                                       42\n\n\n\n\n\nthat are already in effect with respect to such employees and that have not been\nsatisfied as of the Effective Time under any welfare plan maintained for the\nAffected Employees immediately prior to the Effective Time, and (ii) provide\neach Affected Employee with credit for any co-payments and deductibles paid\nprior to the Effective Time in satisfying any applicable deductible or\nout-of-pocket requirements under any welfare plans that such employees are\neligible to participate in after the Effective Time.\n\n          (e) Acquiror (i) acknowledges that the Company's Board and the\nManagement Compensation and Organization Committee (the \"MCOC\") of the Company's\nBoard has determined that all officers and employees covered by the Company\nManagement Retention Plan have performed at a level satisfactory to the Company\nover the period that the conditional retention awards granted thereunder have\nbeen outstanding and, accordingly, that all such individuals would be entitled\nto full payment under the Company Management Retention Plan were they to retire\nor otherwise terminate their employment with the Company or any of its\nSubsidiaries and (ii) agrees to give considerable weight to such determination\nin administering the Company Management Retention Plan after the Effective Time,\ngiven the significant length of time that has elapsed since the award grants.\n\n          (f) Acquiror agrees that the 1986, 1991 and 1995 Company Incentive\nCompensation and Stock Ownership Plans, the Company Management Retention Plan,\nthe Supplemental Pension Annuity Program of Mobil Corporation, the Executive\nLife Insurance Program of Mobil Corporation and the Company Employee Severance\nPlan (collectively, the \"Executive Arrangements\"), as well as any award made\nunder any Executive Arrangement (including Company Stock Options and Company\nAwards), shall be administered in accordance with the past practices and\ninterpretations of the Company's Board and the MCOC (including those past\npractices and interpretations previously disclosed by the Company to Acquiror)\nwith respect to eligibility, vesting, term and payment, among other matters. Any\nquestion regarding the past practices and interpretations of the Company's Board\nand the MCOC and the application thereof to the type of facts and circumstances\nin a given case shall be referred to Mr. Lucio A. Noto or his designee for a\nfinal decision with respect thereto, which decision shall not be inconsistent\nwith the intention of this Agreement and the Merger.\n\n\n\n\n\n\n                                       43\n\n\n\n\n\n                                    ARTICLE 7\n                      COVENANTS OF ACQUIROR AND THE COMPANY\n\n         The parties hereto agree that:\n\n         SECTION 7.01. Best Efforts. (a) The Company and Acquiror shall each\ncooperate with the other and use (and shall use best efforts to cause their\nrespective Subsidiaries to use) their respective best efforts to promptly (i)\ntake or cause to be taken all actions, and do or cause to be done all things,\nnecessary, proper or advisable under this Agreement and applicable laws to\nconsummate and make effective the Merger and the other transactions contemplated\nby this Agreement as soon as practicable, including, without limitation,\npreparing and filing as promptly as practicable all documentation to effect all\nnecessary filings, notices, petitions, statements, registrations, submissions of\ninformation, applications and other documents and (ii) obtain all approvals,\nconsents, registrations, permits, authorizations and other confirmations\nrequired to be obtained from any third party necessary, proper or advisable to\nconsummate the Merger and the other transactions contemplated by this Agreement.\nSubject to applicable laws relating to the exchange of information, the Company\nand Acquiror shall have the right to review in advance, and to the extent\npracticable each will consult the other on, all the information relating to the\nCompany and its Subsidiaries or Acquiror and its Subsidiaries, as the case may\nbe, that appears in any filing made with, or written materials submitted to, any\nthird party and\/or any governmental authority in connection with the Merger and\nthe other transactions contemplated by this Agreement.\n\n          (b) Notwithstanding anything else contained herein, the provisions of\nthis Section 7.01 shall not be construed to require either party to undertake\nany efforts or to take any action if the result thereof would give Acquiror the\nright to decline to consummate the transactions contemplated by this Agreement\npursuant to Section 8.02 by reason of giving rise to a Substantial Detriment.\n\n         SECTION 7.02. Certain Filings. The Company and Acquiror shall cooperate\nwith one another (a) in connection with the preparation of the Company Proxy\nStatement, the Acquiror Proxy Statement and the Form S-4, (b) in determining\nwhether any action by or in respect of, or filing with, any governmental body,\nagency or official, or authority is required, or any actions, consents,\napprovals or waivers are required to be obtained from parties to any material\ncontracts, in connection with the consummation of the transactions contemplated\nby this Agreement and (c) in seeking any such actions, consents, approvals or\nwaivers or making any such filings, furnishing information required in\nconnection therewith or with the Company Proxy Statement, the Acquiror\n\n\n\n\n                                       44\n\n\n\n\n\nProxy Statement or the Form S-4 and seeking timely to obtain any such actions,\nconsents, approvals or waivers.\n\n         SECTION 7.03. Access to Information. From the date hereof until the\nEffective Time, to the extent permitted by applicable law, the Company and\nAcquiror will give the other party, its counsel, financial advisors, auditors\nand other authorized representatives reasonable access to the offices,\nproperties, books and records of such party and its Subsidiaries, furnish to the\nother party, its counsel, financial advisors, auditors and other authorized\nrepresentatives such financial and operating data and other information as such\nPersons may reasonably request and will instruct its own employees, counsel and\nfinancial advisors to cooperate with the other party in its investigation of the\nbusiness of the Company or Acquiror, as the case may be; provided that no\ninvestigation of the other party's business shall affect any representation or\nwarranty given by either party hereunder. All information obtained by Acquiror\nor the Company pursuant to this Section shall be kept confidential in accordance\nwith, and shall otherwise be subject to the terms of, the Confidentiality\nAgreement dated November 12, 1998 between Acquiror and the Company (the\n\"Confidentiality Agreement\").\n\n         SECTION 7.04. Tax and Accounting Treatment. (a) Each of Acquiror and\nthe Company shall not take any action and shall not fail to take any action\nwhich action or failure to act would prevent, or would be reasonably likely to\nprevent, the Merger from qualifying (a) for \"pooling of interests\" accounting\ntreatment as described in Section 3.19(a) or (b) as a 368 Reorganization.\n\n         (b) Acquiror shall use its reasonable best efforts to provide to Davis\nPolk &amp; Wardwell and Skadden, Arps, Slate, Meagher &amp; Flom LLP a certificate\nsubstantially in the form attached hereto as Exhibit C-1. The Company shall use\nits reasonable best efforts to provide to Davis Polk &amp; Wardwell and Skadden,\nArps, Slate, Meagher &amp; Flom LLP a certificate substantially in the form attached\nhereto as Exhibit C-2.\n\n         SECTION 7.05. Public Announcements. Acquiror and the Company will\nconsult with each other before issuing any press release or making any public\nstatement with respect to this Agreement and the transactions contemplated\nhereby and shall not issue any such press release or make any such public\nstatement without the prior consent of the other party, which consent shall not\nbe unreasonably withheld. Notwithstanding the foregoing, any such press release\nor public statement as may be required by applicable law or any listing\nagreement with any national securities exchange may be issued prior to such\nconsultation, if the party making such release or statement has used its\nreasonable efforts to consult with the other party.\n\n\n\n\n                                       45\n\n\n\n\n\n         SECTION 7.06. Further Assurances. At and after the Effective Time, the\nofficers and directors of the Surviving Corporation will be authorized to\nexecute and deliver, in the name and on behalf of the Company or Merger\nSubsidiary, any deeds, bills of sale, assignments or assurances and to take and\ndo, in the name and on behalf of the Company or Merger Subsidiary, any other\nactions and things to vest, perfect or confirm of record or otherwise in the\nSurviving Corporation any and all right, title and interest in, to and under any\nof the rights, properties or assets of the Company acquired or to be acquired by\nthe Surviving Corporation as a result of, or in connection with, the Merger.\n\n         SECTION 7.07.  Notices of Certain Events.  (a) Each of the Company and\nAcquiror shall promptly notify the other party of:\n\n              (i) any notice or other communication from any Person\n         alleging that the consent of such Person is or may be required in\n         connection with the transactions contemplated by this Agreement;\n         and\n\n              (ii) any notice or other communication from any governmental or\n         regulatory agency or authority in connection with the transactions\n         contemplated by this Agreement.\n\n          (b) The Company and Acquiror shall promptly notify the other party of\nany actions, suits, claims, investigations or proceedings commenced or, to the\nbest of its knowledge threatened against, relating to or involving or otherwise\naffecting such party or any of its Subsidiaries which relate to the consummation\nof the transactions contemplated by this Agreement.\n\n         SECTION 7.08. Affiliates. (a) The Company shall use its reasonable best\nefforts to deliver to Acquiror, within 15 days of the date hereof, a letter\nagreement substantially in the form of Exhibit B-1 hereto executed by each\nPerson listed on Schedule 7.08(a).\n\n          (b) Acquiror shall use its reasonable best efforts to obtain, within\n15 days of the date hereof, a letter agreement substantially in the form of\nExhibit B-2 hereto executed by each Person listed on Schedule 7.08(b).\n\n          (c) Prior to the Effective Time, the Company shall cause to be\ndelivered to Acquiror a letter identifying, to the best of the Company's\nknowledge, all Persons who are, at the time of the Company Stockholder Meeting,\n\"affiliates\" of the Company for purposes of Rule 145 under the 1933 Act. The\nCompany shall furnish such information and documents as Acquiror may reasonably\nrequest for the purpose of reviewing such list. The Company shall use its\nreasonable best efforts to cause each Person who is so identified as an\naffiliate to deliver to\n\n\n\n\n                                       46\n\n\n\n\n\nAcquiror on or prior to the Effective Time a letter agreement substantially in\nthe form of Exhibit B-3 to this Agreement.\n\n         SECTION 7.09. Payment of Dividends. From the date hereof until the\nEffective Time, Acquiror and the Company will coordinate with each other\nregarding the declaration of dividends in respect of the shares of Acquiror\nCommon Stock and the Shares and the record dates and payment dates relating\nthereto, it being the intention of the parties that holders of Shares will not\nreceive two dividends, or fail to receive one dividend, for any single calendar\nquarter with respect to their Shares and the shares of Acquiror Common Stock any\nholder of Shares receives in exchange therefor in connection with the Merger.\n\n\n                                    ARTICLE 8\n                            CONDITIONS TO THE MERGER\n\n         SECTION 8.01. Conditions to the Obligations of Each Party. The\nobligations of the Company, Acquiror and Merger Subsidiary to consummate the\nMerger are subject to the satisfaction (or, to the extent legally permissible,\nwaiver) of the following conditions:\n\n          (a) this Agreement shall have been adopted by the stockholders of the\nCompany in accordance with Delaware Law;\n\n          (b) any applicable waiting period under the HSR Act relating to the\nMerger shall have expired;\n\n          (c) the approval by the European Commission of the transactions\ncontemplated by this Agreement shall have been obtained pursuant to the EC\nMerger Regulation;\n\n          (d) no provision of any applicable law or regulation and no judgment,\ninjunction, order or decree shall prohibit or enjoin the consummation of the\nMerger;\n\n          (e) the parties shall have received all required approvals and third\nparty consents listed on Schedule 8.01(e);\n\n          (f) the matters constituting the Acquiror Stockholder Approval shall\nhave been approved by the stockholders of Acquiror in accordance with applicable\nlaw or regulation;\n\n\n\n\n\n                                       47\n\n\n\n\n\n          (g) the Form S-4 shall have been declared effective under the 1933 Act\nand no stop order suspending the effectiveness of the Form S-4 shall be in\neffect and no proceedings for such purpose shall be pending before or threatened\nby the SEC;\n\n          (h) the shares of Acquiror Common Stock to be issued in the Merger\nshall have been approved for listing on the NYSE, subject to official notice of\nissuance; and\n\n         (i) (i) Acquiror shall have received a letter from\nPricewaterhouseCoopers LLP dated as of the Closing Date and addressed to\nAcquiror (a copy of which shall have been furnished to the Company), stating\nthat based on the information furnished to PricewaterhouseCoopers LLP in the\nrelated certificate of Acquiror's management and based on the letter from Ernst\n&amp; Young LLP referenced in clause (ii) below, PricewaterhouseCoopers LLP concurs\nwith Acquiror management's conclusion that, as of the Closing Date, no\nconditions exist that would preclude Acquiror's accounting for the Merger as a\npooling of interests and such letter shall not have been withdrawn or modified\nin any material respect and (ii) the Company shall have received a letter from\nErnst &amp; Young LLP dated as of the Closing Date and addressed to the Company (a\ncopy of which shall have been furnished to Acquiror), in which Ernst &amp; Young LLP\nconcurs with the Company management's conclusion that no conditions exist\nrelating to the Company that would preclude the Acquiror from accounting for the\nMerger as a pooling of interests, and such letter shall not have been withdrawn\nor modified in any material respect.\n\n         SECTION 8.02. Conditions to the Obligations of Acquiror and Merger\nSubsidiary. The obligations of Acquiror and Merger Subsidiary to consummate the\nMerger are subject to the satisfaction (or, to the extent legally permissible,\nwaiver) of the following further conditions:\n\n         (a) (i) the Company shall have performed in all material respects all\nof its obligations hereunder required to be performed by it at or prior to the\nEffective Time, (ii) except to the extent expressly permitted under this\nAgreement, the representations and warranties of the Company contained in this\nAgreement and in any certificate or other writing delivered by the Company\npursuant hereto (x) that are qualified by materiality or Material Adverse Effect\nshall be true at and as of the Effective Time as if made at and as of such time,\nand (y) that are not qualified by materiality or Material Adverse Effect shall\nbe true in all material respects at and as of the Effective Time as if made at\nand as of such time and (iii) Acquiror shall have received a certificate signed\nby a vice-president of the Company to the foregoing effect;\n\n\n\n\n                                       48\n\n\n\n\n\n          (b) there shall not be instituted or pending any action or proceeding\nby any governmental authority (whether domestic, foreign or supranational)\nbefore any court or governmental authority or agency, domestic, foreign or\nsupranational, (i) seeking to restrain, prohibit or otherwise interfere with the\nownership or operation by Acquiror or any Subsidiary of Acquiror of all or any\nportion of the business of the Company or any of its Subsidiaries or of Acquiror\nor any of its Subsidiaries or to compel Acquiror or any Subsidiary of Acquiror\nto dispose of or hold separate all or any portion of the business or assets of\nthe Company or any of its Subsidiaries or of Acquiror or any of its\nSubsidiaries, (ii) seeking to impose or confirm limitations on the ability of\nAcquiror or any Subsidiary of Acquiror effectively to exercise full rights of\nownership of the Shares (or shares of stock of the Surviving Corporation)\nincluding, without limitation, the right to vote any Shares (or shares of stock\nof the Surviving Corporation) on any matters properly presented to stockholders\nor (iii) seeking to require divestiture by Acquiror or any Subsidiary of\nAcquiror of any Shares (or shares of stock of the Surviving Corporation) if any\nsuch matter referred to in clause (i), (ii) or (iii) hereof could reasonably be\nexpected to result in a substantial detriment to the Acquiror and its\nSubsidiaries (including the Company and its Subsidiaries), taken as a whole (any\nsuch substantial detriment being referred to in this Agreement as a \"Substantial\nDetriment\");\n\n          (c) there shall not be any statute, rule, regulation, injunction,\norder or decree, enacted, enforced, promulgated, entered, issued or deemed\napplicable to the Merger and the other transactions contemplated hereby (or in\nthe case of any statute, rule or regulation, awaiting signature or reasonably\nexpected to become law), by any court, government or governmental authority or\nagency or legislative body, domestic, foreign or supranational, that is\nreasonably likely, directly or indirectly, to result in a Substantial Detriment;\n\n          (d) (i) all required approvals or consents of any governmental\nauthority (whether domestic, foreign or supranational) in connection with the\nMerger and the consummation of the other transactions contemplated hereby shall\nhave been obtained (and all relevant statutory, regulatory or other governmental\nwaiting periods, whether domestic, foreign or supranational, shall have expired)\nunless the failure to receive any such approval or consent would not be\nreasonably likely, directly or indirectly, to result in a Substantial Detriment\nand (ii) all such approvals and consents which have been obtained shall be on\nterms that are not reasonably likely, directly or indirectly, to result in a\nSubstantial Detriment;\n\n         (e) Acquiror shall have received an opinion of Davis Polk &amp; Wardwell in\nform and substance reasonably satisfactory to Acquiror, on the basis of certain\nfacts, representations and assumptions set forth in such opinion, dated the\nEffective Time, to the effect that the Merger will be treated for federal income\ntax\n\n\n\n\n                                       49\n\n\n\n\n\npurposes as a reorganization qualifying under the provisions of Section 368(a)\nof the Code and that each of Acquiror, Merger Subsidiary and the Company will be\na party to the reorganization within the meaning of Section 368(b) of the Code.\nIn rendering such opinion, such counsel shall be entitled to rely upon certain\nrepresentations of officers of Acquiror and the Company reasonably requested by\ncounsel, including without limitation those contained in certificates\nsubstantially in the form attached as Exhibits C-1 and C-2; and\n\n          (f) since the date of this Agreement, there shall not have been any\nevent, occurrence, development or state of circumstances which, individually or\nin the aggregate, has had or would reasonably be expected to have a Material\nAdverse Effect on the Company.\n\n         SECTION 8.03. Conditions to the Obligations of the Company. The\nobligation of the Company to consummate the Merger is subject to the\nsatisfaction (or, to the extent legally permissible, waiver) of the following\nfurther conditions:\n\n          (a) (i) Acquiror shall have performed in all material respects all of\nits obligations hereunder required to be performed by it at or prior to the\nEffective Time, (ii) except to the extent expressly permitted under this\nAgreement, the representations and warranties of Acquiror contained in this\nAgreement and in any certificate or other writing delivered by Acquiror pursuant\nhereto (x) that are qualified by materiality or Material Adverse Effect shall be\ntrue at and as of the Effective Time as if made at and as of such time, and (y)\nthat are not qualified by materiality or Material Adverse Effect shall be true\nin all material respects at and as of the Effective Time as if made at and as of\nsuch time and (iii) the Company shall have received a certificate signed by a\nvice-president of Acquiror to the foregoing effect;\n\n          (b) the Company shall have received an opinion of Skadden, Arps,\nSlate, Meagher &amp; Flom LLP in form and substance reasonably satisfactory to the\nCompany, on the basis of certain facts, representations and assumptions set\nforth in such opinion, dated the Effective Time, to the effect that the Merger\nwill be treated for federal income tax purposes as a reorganization qualifying\nunder the provisions of Section 368(a) of the Code and that each of Acquiror,\nMerger Subsidiary and the Company will be a party to the reorganization within\nthe meaning of Section 368(b) of the Code. In rendering such opinion, such\ncounsel shall be entitled to rely upon certain representations of officers of\nAcquiror and the Company reasonably requested by counsel, including without\nlimitation those contained in certificates substantially in the form attached as\nExhibits C-1 and C-2; and\n\n\n\n\n\n                                       50\n\n\n\n\n\n          (c) since the date of this Agreement, there shall not have been any\nevent, occurrence, development or state of circumstances which, individually or\nin the aggregate, has had or would reasonably be expected to have a Material\nAdverse Effect on Acquiror.\n\n\n\n                                    ARTICLE 9\n                                   TERMINATION\n\n         SECTION 9.01. Termination. This Agreement may be terminated and the\nMerger may be abandoned at any time prior to the Effective Time (notwithstanding\nany approval of this Agreement by the stockholders of the Company or any\napproval of the matters constituting the Acquiror Stockholder Approval by the\nstockholders of Acquiror):\n\n          (a)   by mutual written consent of the Company and Acquiror;\n\n          (b)   by either the Company or Acquiror,\n\n              (i) if the Merger has not been consummated by the first\n         anniversary of the date hereof (the \"End Date\"); provided that if\n         (x) the Effective Time has not occurred by such first anniversary\n         by reason of non-satisfaction of any of the conditions set forth\n         in Sections 8.01(b), 8.01(c), 8.01(e), 8.02(b), 8.02(c) or 8.02(d)\n         and (y) all other conditions in Article 8 have theretofore been\n         satisfied or (to the extent legally permissible) waived or are\n         then capable of being satisfied, the End Date will be June 30,\n         2000; provided further that the right to terminate this Agreement\n         under this Section 9.01(b)(i) shall not be available to any party\n         whose failure to fulfill in any material respect any obligation\n         under this Agreement has caused or resulted in the failure of the\n         Effective Time to occur on or before the End Date;\n\n              (ii) if the Company Stockholder Approval shall not have been\n         obtained by reason of the failure to obtain the required vote at a\n         duly held meeting of stockholders or any adjournment thereof; or\n\n              (iii) if the Acquiror Stockholder Approval shall not have\n         been obtained by reason of the failure to obtain the required vote\n         at a duly held meeting of stockholders or any adjournment thereof;\n\n\n\n\n\n                                       51\n\n\n\n\n\n          (c) by either the Company or Acquiror, if there shall be any law or\nregulation that makes consummation of the Merger illegal or otherwise prohibited\nor if any judgment, injunction, order or decree enjoining Acquiror or the\nCompany from consummating the Merger is entered and such judgment, injunction,\norder or decree shall become final and nonappealable;\n\n          (d) by Acquiror, if the Board of Directors of the Company shall have\nfailed to recommend or withdrawn or modified or changed in a manner adverse to\nAcquiror its approval or recommendation of this Agreement or the Merger, or\nshall have failed to call the Company Stockholder Meeting in accordance with\nSection 5.02, or shall have recommended a Superior Proposal (or the Board of\nDirectors of the Company resolves to do any of the foregoing);\n\n          (e) by the Company, if (i) the Board of Directors of the Company\nauthorizes the Company, subject to complying with the terms of this Agreement,\nto enter into a binding written agreement concerning a transaction that\nconstitutes a Superior Proposal and the Company notifies Acquiror in writing\nthat it intends to enter into such an agreement, attaching the most current\nversion of such agreement (or a description of all material terms and conditions\nthereof) to such notice, (ii) Acquiror does not make, within three business days\nof receipt of the Company's written notification of its intention to enter into\na binding agreement for a Superior Proposal, an offer that the Board of\nDirectors of the Company determines, in good faith after consultation with its\nfinancial advisors, is at least as favorable to the shareholders of the Company\nas the Superior Proposal, it being understood that the Company shall not enter\ninto any such binding agreement during such three day period and (iii) the\nCompany prior to such termination pursuant to this clause (e) pays to Acquiror\nin immediately available funds the fees required to be paid pursuant to Section\n10.04. The Company agrees to notify Acquiror promptly if its intention to enter\ninto a written agreement referred to in its notification shall change at any\ntime after giving such notification; or\n\n          (f) by the Company, if the Board of Directors of Acquiror shall have\nfailed to recommend or withdrawn or modified or changed in a manner adverse to\nthe Company its approval and recommendation of the matters constituting the\nAcquiror Stockholder Approval, or shall have failed to call the Acquiror\nStockholder Meeting in accordance with Section 6.04 (or the Board of Directors\nof Acquiror resolves to do any of the foregoing).\n\n         The party desiring to terminate this Agreement pursuant to clause (b),\n(c), (d), (e), or (f) of this Section 9.01 shall give written notice of such\ntermination to the other party in accordance with Section 10.01, specifying the\nprovision hereof pursuant to which such termination is effected.\n\n\n\n\n                                       52\n\n\n\n\n\n         SECTION 9.02. Effect of Termination. If this Agreement is terminated\npursuant to Section 9.01, this Agreement shall become void and of no effect with\nno liability on the part of any party hereto, except that (a) the agreements\ncontained in this Section 9.02, in Section 10.04, in the Option Agreement and in\nthe Confidentiality Agreement shall survive the termination hereof and (b) no\nsuch termination shall relieve any party of any liability or damages resulting\nfrom any willful breach by that party of this Agreement.\n\n\n\n                                   ARTICLE 10\n                                  MISCELLANEOUS\n\n         SECTION 10.01. Notices. All notices, requests and other communications\nto any party hereunder shall be in writing (including facsimile or similar\nwriting) and shall be given,\n\n         if to Acquiror or Merger Subsidiary, to:\n\n                  Charles W. Matthews\n                  Exxon Corporation\n                  5959 Las Colinas Boulevard\n                  Irving, Texas 75039-2298\n                  Facsimile No.: (972) 444-1438\n\n                  with a copy to:\n\n                  George R. Bason, Jr.\n                  Davis Polk &amp; Wardwell\n                  450 Lexington Avenue\n                  New York, New York 10017\n                  Facsimile No.: (212) 450-4800\n\n         if to the Company, to:\n\n                  Samuel H. Gillespie III\n                  Mobil Corporation\n                  3225 Gallows Road\n                  Fairfax, Virginia 22307-0001\n                  Facsimile No.: (703) 846-4674\n\n                  with a copy to:\n\n\n\n\n                                       53\n\n\n\n\n\n                  Roger S. Aaron\n                  Skadden, Arps, Slate, Meagher &amp; Flom LLP\n                  919 Third Avenue\n                  New York, New York 10022\n                  Facsimile No.: (212) 735-2000\n\nor such other address or facsimile number as such party may hereafter specify\nfor the purpose by notice to the other parties hereto. Each such notice, request\nor other communication shall be effective (a) if given by facsimile, when such\nfacsimile is transmitted to the facsimile number specified in this Section and\nthe appropriate facsimile confirmation is received or (b) if given by any other\nmeans, when delivered at the address specified in this Section.\n\n         SECTION 10.02. Non-Survival of Representations and Warranties. The\nrepresentations and warranties contained herein and in any certificate or other\nwriting delivered pursuant hereto shall not survive the Effective Time or the\ntermination of this Agreement.\n\n         SECTION 10.03. Amendments; No Waivers. (a) Any provision of this\nAgreement (including the Exhibits and Schedules hereto) may be amended or waived\nprior to the Effective Time if, and only if, such amendment or waiver is in\nwriting and signed, in the case of an amendment, by the Company, Acquiror and\nMerger Subsidiary, or in the case of a waiver, by the party against whom the\nwaiver is to be effective; provided that after the adoption of this Agreement by\nthe stockholders of the Company, no such amendment or waiver shall, without the\nfurther approval of such stockholders, alter or change (i) the amount or kind of\nconsideration to be received in exchange for any shares of capital stock of the\nCompany, (ii) any term of the certificate of incorporation of the Surviving\nCorporation or (iii) any of the terms or conditions of this Agreement if such\nalteration or change would adversely affect the holders of any shares of capital\nstock of the Company.\n\n          (b) No failure or delay by any party in exercising any right, power or\nprivilege hereunder shall operate as a waiver thereof nor shall any single or\npartial exercise thereof preclude any other or further exercise thereof or the\nexercise of any other right, power or privilege. The rights and remedies herein\nprovided shall be cumulative and not exclusive of any rights or remedies\nprovided by law.\n\n         SECTION 10.04. Expenses. (a) Except as otherwise specified in this\nSection 10.04 or the Option Agreement or agreed in writing by the parties, all\ncosts and expenses incurred in connection with this Agreement and the\ntransactions contemplated by this Agreement shall be paid by the party incurring\nsuch cost or expense; provided that all liability for transfer taxes (other than\n\n\n\n\n                                       54\n\n\n\n\n\ntransfer taxes to be paid by Acquiror in connection with the issuance and\ncreation of Acquiror Common Stock and Acquiror Preferred Stock in the Merger, as\nprovided in Section 1.02(b)) incurred by the Company or the Company's\nstockholders in connection with the transactions contemplated hereby shall be\npaid by the Surviving Corporation out of its own funds and will not be paid,\ndirectly or indirectly, by Acquiror.\n\n          (b)   If:\n\n              (i) the Company shall terminate this Agreement pursuant to\n         Section 9.01(e);\n\n              (ii)  Acquiror shall terminate this Agreement pursuant to\n         Section 9.01(d), unless at the time of such failure to recommend,\n         withdrawal or adverse modification or change, failure to call the\n         Company Stockholder Meeting or recommendation of a Superior\n         Proposal, any of the conditions set forth in Section 8.03(a) or\n         8.03(c) would not have been satisfied as of such date and would\n         not be reasonably capable of being satisfied; or\n\n              (iii) either the Company or Acquiror shall terminate this\n         Agreement pursuant to Section 9.01(b)(ii) in circumstances where\n         the Company Stockholder Approval has not been obtained and prior\n         to the Company Stockholder Meeting an Acquisition Proposal is made\n         by any Person and the Company enters into a definitive agreement\n         within twelve months after termination of this Agreement either\n         (1) in respect of any Acquisition Proposal with such Person or its\n         affiliate or (2) in respect of any Acquisition Proposal with any\n         other Person (other than Acquiror or any affiliate of Acquiror)\n         providing, in the case of this clause (2), greater value per Share\n         than the Exercise Price (as defined in the Option Agreement),\n\nthen in any case as described in clause (i), (ii) or (iii) (each such case of\ntermination being referred to as a \"Trigger Event\") the Company shall pay to\nAcquiror (by wire transfer of immediately available funds not later than the\ndate of termination of this Agreement or, in the case of clause (iii), the date\nof such definitive agreement) an amount equal to $1,500,000,000. Acceptance by\nAcquiror of the payment referred to in the foregoing sentence shall constitute\nconclusive evidence that this Agreement has been validly terminated and upon\nacceptance of payment of such amount the Company shall be fully released and\ndischarged from any liability or obligation resulting from or under this\nAgreement (but without limiting the Company's obligations under the Option\nAgreement).\n\n\n\n\n                                       55\n\n\n\n\n\n          (c) If the Company shall terminate this Agreement pursuant to Section\n9.01(f) unless at the time of such failure to recommend, withdrawal or adverse\nmodification or change or failure to call the Acquiror Stockholder Meeting any\nof the conditions set forth in Section 8.02(a) or 8.02(f) would not have been\nsatisfied as of such date and would not be reasonably capable of being\nsatisfied, then Acquiror shall pay to the Company (by wire transfer of\nimmediately available funds not later than the date of termination of this\nAgreement) an amount equal to $1,500,000,000. Acceptance by the Company of the\npayment referred to in the foregoing sentence shall constitute conclusive\nevidence that this Agreement has been validly terminated and upon acceptance of\npayment of such amount the Acquiror shall be fully released and discharged from\nany liability or obligation resulting from or under this Agreement.\n\n         SECTION 10.05. Successors and Assigns. The provisions of this Agreement\nshall be binding upon and inure to the benefit of the parties hereto and their\nrespective successors and assigns; provided that no party may assign, delegate\nor otherwise transfer any of its rights or obligations under this Agreement\nwithout the consent of the other parties hereto except that Merger Subsidiary\nmay transfer or assign, in whole or from time to time in part, to one or more of\nits affiliates, its rights under this Agreement, but any such transfer or\nassignment will not relieve Merger Subsidiary of its obligations hereunder.\n\n         SECTION 10.06.  Governing Law.  This Agreement shall be construed in\naccordance with and governed by the law of the State of Delaware, without regard\nto principles of conflicts of law.\n\n         SECTION 10.07. Jurisdiction. Any suit, action or proceeding seeking to\nenforce any provision of, or based on any matter arising out of or in connection\nwith, this Agreement or the transactions contemplated hereby may be brought in\nany federal or state court located in the State of Delaware, and each of the\nparties hereby consents to the jurisdiction of such courts (and of the\nappropriate appellate courts therefrom) in any such suit, action or proceeding\nand irrevocably waives, to the fullest extent permitted by law, any objection\nwhich it may now or hereafter have to the laying of the venue of any such suit,\naction or proceeding in any such court or that any such suit, action or\nproceeding which is brought in any such court has been brought in an\ninconvenient forum. Process in any such suit, action or proceeding may be served\non any party anywhere in the world, whether within or without the jurisdiction\nof any such court. Without limiting the foregoing, each party agrees that\nservice of process on such party as provided in Section 10.01 shall be deemed\neffective service of process on such party.\n\n         SECTION 10.08.  Waiver of Jury Trial.  EACH OF THE PARTIES\nHERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO\n\n\n\n\n                                       56\n\n\n\n\n\nTRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR\nRELATED TO THIS AGREEMENT OR THE TRANSACTIONS\nCONTEMPLATED HEREBY.\n\n         SECTION 10.09. Counterparts; Effectiveness. This Agreement may be\nsigned in any number of counterparts, each of which shall be an original, with\nthe same effect as if the signatures thereto and hereto were upon the same\ninstrument. This Agreement shall become effective when each party hereto shall\nhave received counterparts hereof signed by all of the other parties hereto.\n\n         SECTION 10.10. Entire Agreement. This Agreement (including the Exhibits\nand Schedules hereto), the Option Agreement and the Confidentiality Agreement\nconstitute the entire agreement between the parties with respect to the subject\nmatter of this Agreement and supersede all prior agreements and understandings,\nboth oral and written, between the parties with respect to the subject matter\nhereof and thereof. Except as provided in Section 6.03(c), no provision of this\nAgreement or any other agreement contemplated hereby is intended to confer on\nany Person other than the parties hereto any rights or remedies.\n\n         SECTION 10.11.  Captions.  The captions herein are included for\nconvenience of reference only and shall be ignored in the construction or\ninterpretation hereof.\n\n         SECTION 10.12. Severability. If any term, provision, covenant or\nrestriction of this Agreement is held by a court of competent jurisdiction or\nother authority to be invalid, void or unenforceable, the remainder of the\nterms, provisions, covenants and restrictions of this Agreement shall remain in\nfull force and effect and shall in no way be affected, impaired or invalidated\nso long as the economic or legal substance of the transactions contemplated\nhereby is not affected in any manner materially adverse to any party. Upon such\na determination, the parties shall negotiate in good faith to modify this\nAgreement so as to effect the original intent of the parties as closely as\npossible in an acceptable manner in order that the transactions contemplated\nhereby be consummated as originally contemplated to the fullest extent possible.\n\n\n\n\n                                       57\n\n\n\n\n\n         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be\nduly executed by their respective authorized officers as of the day and year\nfirst above written.\n\n                                            MOBIL CORPORATION\n\n\n                                      By: \/s\/ Lucio A. Noto\n                                         -------------------------------\n                                         Name: Lucio A. Noto\n                                         Title: Chairman and Chief\n                                                Executive Officer\n\n\n\n\n                                            EXXON CORPORATION\n\n\n                                      By: \/s\/ Lee R. Raymond\n                                         -------------------------------\n                                         Name: Lee R. Raymond\n                                         Title: Chairman of the Board\n\n\n\n\n                                            LION ACQUISITION SUBSIDIARY\n                                                  CORPORATION\n\n\n                                      By: \/s\/ T. Peter Townsend\n                                         --------------------------------\n                                         Name: T. Peter Townsend\n                                         Title: President\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7496],"corporate_contracts_industries":[9412],"corporate_contracts_types":[9622,9626],"class_list":["post-43092","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-exxon-mobil-corp","corporate_contracts_industries-energy__refining","corporate_contracts_types-planning","corporate_contracts_types-planning__merger"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43092","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43092"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43092"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43092"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43092"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}