INTRODUCTION

Exxonaction.com is a resource site in support of separating the Board Chairman and CEO of ExxonMobil at the annual meeting on May 27, 2009.

Separating the CEO and Chairman of the Board positions will enable the CEO to focus on delivering positive results to shareholders while empowering the Chairman and the Board to objectively analyze the long term challenges and opportunities facing the Company. This will strengthen the long-term prospects of ExxonMobil.

SHAREHOLDER RESOLUTION

 RESOLVED that Sections 4, 5 and 6 of Article IV of the by-laws be amended to read as follows:

4.    The chairman of the board shall preside at all meetings of shareholders and directors.  The chairman of the board shall not otherwise be an officer or employee of the corporation and, subject to the board of directors, shall speak for, and direct the administration of the activities of, the board of directors.

5.    The president shall be the chief executive officer of the corporation and, subject to the board of directors, shall have general care and supervision of the business and affairs of the corporation.

6.    In the event of death, absence, or disability of the president, an executive or senior vice president may be designated by the board to exercise the powers and perform the duties of the president.

SUPPORTING STATEMENT

Exxon is managed by its Board of Directors.  Much power is delegated to the CEO, but it’s the Board that must take the initiative, and function independently, in some of the most important matters affecting the company.  In our view, it is difficult for a board of 11 individuals to do so without some one individual charged with the responsibility of making it all work.

Exxon has a “lead director,” Samuel Palmisano, the Chairman and chief executive of IBM.  We hold him in high regard.  However, we believe it unrealistic to think that a man with as demanding a job as running IBM could at the same time have the time to lead a board in managing Exxon and make it a top priority.

We therefore favor the concept of an independent nonexecutive chairman.  The concept is neither new nor novel.  Exxon’s principal worldwide competitors—   British Petroleum, Royal Dutch Shell, Petrobras—all have independent nonexecutive chairmen.

The nonexecutive chairman does not merely preside at directors’ meetings.  He directs the administration of all the Board’s activities.  He is not an executive officer; but, by virtue of his time commitment and independent access, he is in a position to inform himself as to what in fact is going on and bring to the Board’s attention matters on which it should focus.  He speaks for the Board and is available to those legitimately wishing to have contact with the Board.

It is sometimes argued that a company must speak with one voice.  But the CEO/nonexecutive chairman model has been around for a long time and, in our view, has worked rather well.  We believe shareholders wish to hear not only the voice of the CEO but the voice of the Board as well.

Our proposal is not intended as any implied criticism.  However, even big companies can experience great difficulties, as recent events demonstrate, and questions are then raised whether the directors should have exercised greater oversight.  Our proposal is intended to provide a framework that, in our view, will enable the Board to be more effective and proactive.

For our full statement, please see our website at www.exxonaction.com