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    WASHINGTON, D"C.20549-3010


    March 24, 2008

    James Earl ParsonsCounselExxon Mobil Coiporation5959 LasColnas BoulevardIrng, TX 75039-2298

    Re: Exxon Mobil Corporation

    Incorig letter dated March 10, 2008

    Dear Mr. Parsons:

    This is in response to your letter dated March i 0, 2008 concerng the shareholderproposal submitted to ExxonMobil by Emil Rossi. We also have received letters on theproponents behalf dated March 10, 2008, March 11,2008, March 12,2008, andMarh 23, 2008. Ou response is attached to the enclosed photocopy of yourcorrespondence. By dong ths, we avoid having to recite or sumare the facts set fort

    . n the correspondence. Copies of all of the correspondence also will be provided to theproponent.

    In connecton with ths matter, your attention is directed to the enclosure, whichsets fort a brief discussion of the Division's Informal procedures regardig shareholderproposals.

    Jonathan A. higram .Deputy Chief Counsel


    cc: . John Chevedden


    ***FISMA & OMB Memorandum M-07-16 ***

  • March 24, 2008

    Response of the Offce of Chief CounselDivision of Corporation Finance

    Re: Exxon Mobil Coiporation

    Incomig letter dated March 10, 2008

    The proposal recommends that the board adopt cuiulative voting.

    There appears to be some basis for your view that ExxonMobiI may exclude theproposal under rule 14a-8(i)(2). We note that in the opinion of your counsel,implementation of the proposal would cause ExxonMobil to violate state law.Accordigly, we will not recommend enforcement action to the Commission ifExxonMobil omits the proposal from its proxy materials in reliance on rule 14a-8(i)(2).

    We note that ExxonMobiI did nodle its statement of objections to includig theproposal in its proxy materials at least 80 days before the date on which it wil filedefiitive proxy materials as requied by rue 14a":Su)(1). Noting the circumstances of

    the delay, we do not waive the SO-day requiement. .


    Greg Bellston

    Special Counsel


  • ~


    Exxon Mobil Corporation5959 Las Colinas BoulevardIrving, Texas 75039-2298972444 1478 Tlllephone972 444 1488 Facsimile

    James Earl ParsonsCounsel


    March 10, 200SE~.~

    VI Email and Rand Deliverv

    U. S. Securties and Exchange CommssionDivision of Corporation FinanceOffce of Chief Counel100 F Street, NEWashgton, D.C. 20549



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    RE: Securties Exchange Act of 1934 - Section l4(a); Rule 14a-SOmission of Shareholder Proposal Regardig Cumulative Votig

    Gentlemen and Ladies:

    Enclosed as Exhbit 1 are copies of correspondence between Emil Rossi and ExxonMobil Corporation regardig a shareholder proposal for ExxonMobil's upcomig anuameetig. We intend to omit the proposal .fom our proxy material for the meeting for the reasonsexplaied below.

    Implementation of the proposal would cause the Company to violate State Law.

    The proposal states: "Shareholders recommend that our Board adopt cumulative votig."

    ExxonMobiI is incorporated under the laws of the State of New Jerey. As explained inthe opinon enclosed as Exhbit 2 from Day Pitney LLP, ExxonMobil's outside counsel licenedto practice in the State of New Jersey, implementation of the proposal by ExxonMobil wouldcaue ExxonMobil to violate New Jerey law. The proposal may therefore be omitted underRule 14a-8(i)(2).

    Cumulative votig for a New Jersey corporation must be provided for in the .certficate ofIncorporation. Since ExxonMobil's Restated Cerficate of Incorporation ("Cerficate of

    Incorporation") dos not provide for cumulative votig, cumulative votig in ExxonMobil's caecould only be adopted by amendment of our Certficate of Incorporation. The Stafhasconcured in the exclusion, under Rule 14a-8(i)(2), of proposals seeking to adopt cumulativevotig by means other than though an amendment to the company's cerficate of incorporationwhen adoption by such means would cause the company to violate state law. See AT&T Inc.

    (available Februar 7, 2006) (permttng exclusion under Rule 14a-8(i)(2) of a proposalrequestig that the board "adopt cumulative votig as a bylaw or long-ter policy" on the basisthat it would violate Delaware law).

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  • u.s. Securities and Exchange CommissionMarch 10, 2008Page 2

    The proposal requests that the Board adopt cumulative voting. Such a request is notpossible under New Jersey law because, under the New Jersey Business Corporation ActCNJBCA "), the Board does not possess unilateral power to amend the Certificate ofIncorporation in the maner contemplated by the proposaL. Under New Jersey law, in order toamend the Certificate of hicorporation to adopt cumulative voting, the Board must first approvethe amendment (after finding the amendment to be in the best interest of shareholders) and directthat it be submitted to a shareholder vote at a shareholder meeting. Thereafter, in order to effectthe proposed amendment, the requisite number of shareholders must vote to approve suchamendment. Only if these steps are taken in the prescribed sequence would ExxonMobil be ableto adopt cumulative voting.

    An attempt by the Board to adopt cumulative voting solely by the Boards own action, asrequested by the proposal, would violate New Jersey law. Therefore, the proposal may beomitted from the proxy materal for ExxonMobil's upcoming anual meeting underRule 14a-S(i)(2), which provides that a proposal may be excluded if it "would, if implemented,cause the company to violate any state, federal, or foreign law to which it is subject."

    The staff has recently concured that proposals with identical resolutions requestig aBoard to adopt cumulative voting may be excluded under Rule i 4a-8(i)(2) where, as is the casewith ExxonMobil, applicable state law requies action by the board of directors and approval ofthe shareholders in order to adopt the necessar charer amendment. See The Boeing Company

    (available Februar 20, 200S); Citigroup Inc. (available Februar 22,2008); and Time WarnerInc. (available Februar 26, 200S). The same analysis applies in ths case.

    ExxonMobil plans to print its proxy materials on March 24, 2008. We acknowledge thatths no-action request is being submitted less than 80 calenda days before ExxonMobil expectsto file its proxy materials on April 1 0, 2008, and request that the staff agree to waive the SO-dayrequirement set forth in Rule 14a-8(j). We believe that ExxonMobil has "good cause" for thsrequest based upon new staff no-action letters relating to proposals with identical resolutions thathave only recently become publicly available. We therefore respectfully request the staffsconcurence with our basis for exclusion of the proposal under Rule 14a-S(i)(2).

    If you have any questions or require additional informtion, please contact me directly at972-444-147S. In my absence, please contact Lisa K. Bork at 972-444-1473. Pursuant toRule 14a-S(j), we have enclosed herewith six (6) copies of ths letter and its attachments andconcurently sent copies of this correspondence to Mr. Rossi and his designated representative,John Chevedden.


    ~W f~iAJames Earl Parsons



  • u.s. Securities and Exchange CommissionMarch 10, 2008Page 3

    cc - w/enc:Mr. Emil Rossi

    Mr. John Chevedden


    ***FISMA & OMB Memorandum M-07-16 ***

    ***FISMA & OMB Memorandum M-07-16 ***

  • .11'; :" I :u V, : u : L. i .t AA "'R ig UU.1

    EXIBIT 1

    E"'Vh I Jos i

    :M. Re W. TilernChExon Mobi Corpon (XOM)5959 Las Colin Blvd.

    Ir TX 75039

    De Mr. TiUerson,

    Ths Rule 14a-8 popo is retfly submi in suppo of the long-ter perormce ofour compy. Th propsa is submtt for the nex an shoholder mee. Rule 14a-g

    reui are intened to be met inludg the contiuous ownerp of the reui stvaue unti af th date ofth respetive shehlder meeg an th presenon of thisproposa at th anua meeg. Ths submitt for with the sholder-suplied emha.is intended to be us for defitive prxy publicaon. This is the proxy for John Chevdenanor his desgn to act on my behalf regar ths Rule i 4a-8 proposa for the forcomingsheholde meeg befote durg an afer the fortcoming sIeholder meetig. Pleas directall tie communcation to John Cheveden at:

    Rule 14a-8 Proposa

    (I the any effciency and cost sangs plea communcae vi em.)

    Your consdeon and the consideation of the Boar of Direcors is apprecte in suport ofthe long-ter peore af our compay. Plea ackowledge reeipt of th propo byem.

    Sincerly,~J /~-l cx1J 5-0'00: Hen HubbleCorpra SePH 972-41157PH: 972 441000FX: 972-41505.FX: 972 44 i 350


    NOV 2 3 2007


    lK: JP: DG: SM


    ***FISMA & OMB Memorandum M-07-16 ***

    ***FISMA & OMB Memorandum M-07-16 ***

    ***FISMA & OMB Memorandum M-07-16 ***

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    (XOM: Rule 14aw8 Proposal Novembe 23,2007)3 - Cumulative Voting

    RESOLVED: Cumultive Votig. Shaholder reommend tht our Board adopt oumulativevotig. Cumulative voti mea tht eah shholder may cat as many votes as equa to

    number of sh held, multiplied by the number of directors to be elec. A sholder maycast all such cumulate votes for a sigle candidae or split \lotes betwee multiple C8d

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