EXHIBIT 10(iii)(f.1)


 


2004 NON-EMPLOYEE DIRECTOR RESTRICTED STOCK PLAN


 


I.             Purposes


 


This Plan is intended to help the
Corporation attract and retain highly qualified individuals to serve as
non-employee directors of the Corporation and to align further the interests of
the non-employee directors with the interests of the Corporation's shareholders
by paying a substantial portion of non-employee director compensation in the
form of restricted stock or restricted stock units.


 


II.            Definitions


 


The following definitions apply:


 


(1)           "Administrator"
means the Secretary of the Corporation.


 


(2)           "Award"
means a grant of restricted stock or restricted stock units under this Plan.


 


(3)           "Board"
means the Board of Directors of the Corporation.


 


(4)           "Corporation"
means Exxon Mobil Corporation, a New Jersey corporation, or its successors.


 


(5)           "Non-employee
director" means any member of the Board who is not an employee of the
Corporation or any affiliate of the Corporation.


 


(6)           "Participant"
means each non-employee director to whom an award is granted under this Plan.


 


(7)           "Plan"
means this Exxon Mobil Corporation 2004 Non-Employee Director Restricted Stock
Plan, as it may be amended from time to time.


 


(8)           "Restricted
period" means the period of time an award is subject to restrictions as
set forth in Section VII.


 


(9)           "Restricted
stock" means shares granted under this Plan subject to restrictions on
transfer and potential forfeiture during the applicable restricted period.


 


(10)         "Restricted
stock unit" means a stock unit granted under this Plan with a value equal
to the value of a share and subject to restrictions on transfer and potential
forfeiture during the applicable restricted period.


 


(11)         "Retirement
age" means the age after which a non-employee director is no longer
eligible to stand for election in accordance with the Corporation's Corporate
Governance Guidelines.


 


(12)         "Share"
means a share of common stock of the Corporation, no par value.


 


III.          Administration


 


The Board has ultimate authority
to administer this Plan, including authority to grant or amend awards; to
determine, subject to the limitations contained in this Plan, the terms and
conditions of awards; and to construe and interpret Plan provisions.  Subject
to the oversight of the Board, the administrator has authority to establish
procedures and forms, and to take other actions assigned to the administrator
under this Plan.


 












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IV.          Effective
Date; Term


 


This Plan will become effective
when approved by the shareholders of the Corporation and will terminate when
there are no longer any outstanding awards under the Plan.


 


V.            Available Shares


 


(1)           The
maximum number of shares issued pursuant to awards under this Plan may not
exceed 1,000,000.


 


(2)           If
an award is forfeited, the shares subject to that award will not be considered
to have been issued and will not count against the Plan maximum under clause
(1) of this Section.


 


VI.          Grants of Awards;
Eligibility


 


Subject to the terms and
conditions of this Plan, the Board may grant restricted stock or restricted
stock units under this Plan at such times, in such amounts, and upon such terms
and conditions as the Board determines.  The Board may establish standing
resolutions for this purpose.  Awards under this Plan may only be made to a
person who, at the time of grant, is serving as a non-employee director.


 


VII.         Restrictions on
Transfer; Forfeiture


 


(1)           Unless
the Board specifies otherwise in an award, the restricted period for an award
under this Plan will commence on the date the award is granted and will expire
on the earliest to occur of the following:


 


(a)           the
participant leaves the Board after reaching retirement age;


 


(b)           the
participant leaves the Board before reaching retirement age and the Board, with
the participant abstaining, votes to lift the restrictions on the participant's
awards; or


 


(c)           the
participant dies.


 


(2)           During
the restricted period, awards may not be sold, assigned, transferred, pledged,
or otherwise disposed of or encumbered.  The designation of a beneficiary
pursuant to Section XII will not be considered a disposition or encumbrance for
this purpose.


 


(3)           If
the participant ceases to be a member of the Board and the restricted period
for the participant's awards does not expire as provided in paragraph (1) of
this Section, all the participant's awards under this Plan will be forfeited
and all right, title, and interest of the participant to receive any shares or
amounts in connection with such awards will terminate without further
obligation on the part of the Corporation.


 


VIII.       Shareholder
Status; Dividends and Dividend Equivalents


 


(1)           During
the restricted period, a participant to whom restricted stock is issued will
have customary rights of a shareholder with respect to such shares, including
the rights to vote the shares and receive cash dividends (subject to the
applicable restrictions on transfer and events of forfeiture).  Cash dividends
on restricted stock will be paid currently or, if the Board so determines,
reinvested in additional shares of restricted stock.












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(2)           During
the restricted period, a participant to whom restricted stock units are
credited will not be a shareholder of the Corporation with respect to such
units.  However, the Corporation will credit each restricted stock unit with
dividend equivalents corresponding in amount and timing to cash dividends that
would be payable with respect to an outstanding share.  Dividend equivalents
will be paid currently or, if the Board so determines, will be deemed to be
reinvested in additional restricted stock units.


 


IX.          Form
of Awards


 


(1)           During
the restricted period, shares of restricted stock will be registered in the
name of the participant but will be held by or on behalf of the Corporation in
certificate or book-entry form as the administrator determines.  Each
participant agrees by accepting an award of restricted stock that the
Corporation may give stop transfer instructions to its transfer agent or
custodian with respect to the restricted stock and that, during the restricted
period, any restricted stock issued in certificate form may bear an appropriate
legend noting the restrictions, risk of forfeiture, and other conditions.  If
required by the administrator, awards of restricted stock may be subject to
execution by the participant of a stock power with respect to such shares in
favor of the Corporation.


 


(2)           During
the restricted period, restricted stock units will be evidenced by book-entry
credits in records maintained by or on behalf of the Corporation.  Restricted
stock units will represent only an unfunded and unsecured contractual right to
receive shares or cash, if any, payable in settlement of the award.


 


X.            Settlement
of Awards


 


(1)           If
and when the restricted period expires with respect to an award of restricted
stock, the Corporation will, subject to Section XIII, deliver shares free of
restriction to or for the account of the participant, or the participant's
estate, or designated beneficiary, if applicable.


 


(2)           Restricted
stock units will be settled in shares or, if so provided in the award, in
cash.  If and when the restricted period expires with respect to an award of
restricted stock units, the Corporation will, subject to Section XIII, deliver
one share free of restriction or pay an amount in cash equal to the fair market
value of one share in settlement of each unit to or for the account of the
participant, or the participant's estate, or designated beneficiary, if
applicable.


 


(3)           Shares
will be delivered in certificate or book-entry form and cash (including
dividends or dividend equivalents) will be paid by check, wire transfer, or
direct deposit, in each case in accordance with the procedures of the
administrator in effect at the time.


 


(4)           The
issuance or delivery of any shares may be postponed by the Corporation for such
period as may in the determination of the administrator be required to comply
with any applicable requirements under the federal securities laws (including,
without limitation, the exemptions provided in Rule 16b-3 under the Securities
Exchange Act of 1934), any applicable listing requirements of any national
securities exchange, or any other requirements or exemptions  applicable to the
issuance or delivery of such shares.  The Corporation will not be obligated to
issue or deliver any shares if the issuance or delivery would constitute a
violation of any provision of any law or of any regulation of any governmental
authority or any national securities exchange.












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XI.          Change
in Capitalization; Adjustments


 


If a stock split, stock dividend,
merger, or other relevant change in capitalization occurs,  the administrator
will adjust the terms of outstanding awards, including the number of restricted
stock units credited to a participant's account or the securities issuable in
settlement of such units, as well as the maximum number of shares issuable
under Section V, as appropriate to prevent dilution or enlargement of the
rights of non-employee directors under this Plan.  Any new shares or securities
issued with respect to outstanding restricted stock will be delivered to and held
by or on behalf of the Corporation, and will be subject to the same provisions,
restrictions, and requirements as such restricted stock.


 


XII.        Beneficiary
Designation


 


Participants may designate a
beneficiary to whom shares or cash in settlement of outstanding awards under
this Plan may be delivered or paid on the death of the participant, provided 
that such designation will only be given effect if the designation is expressly
authorized as a non-testamentary transfer under applicable laws of descent and distribution
as determined by the administrator.  Beneficiary designations will be subject
to such forms, requirements, and procedures as the administrator may establish.


 


XIII.       Withholding Taxes


 


The Corporation has the right, in
its sole discretion, to deduct or withhold at any time shares or cash subject
to or otherwise deliverable or payable in connection with an award (including
cash payable as dividends or dividend equivalents) as may in the determination
of the administrator be necessary to satisfy any required withholding or
similar taxes with respect to such awards.  Withheld shares may be retained by
the Corporation or sold on behalf of the participant.


 


XIV.       Amendments to the
Plan; Shareholder Approval


 


(1)           The
Board may from time to time amend or cease granting awards under this Plan;  provided 
that approval of the shareholders of the Corporation will be required for any
amendment:


 


(a)           To
increase the total number of shares issuable under the Plan under Section V
(except for adjustments under Section XI); or


 


(b)           That
would otherwise constitute a "material revision" within the meaning
of applicable rules of the New York Stock Exchange in effect at the time.


 


(2)           An
amendment of this Plan will, unless the amendment provides otherwise, be
immediately and automatically effective for all outstanding awards.


 


(3)           The
Board may also amend any outstanding award under this Plan, provided the award,
as amended, contains only such terms and conditions as would be permitted or
required for a new award under this Plan.


 


XV.         General Provisions


 


(1)           Shares
subject to awards under this Plan may either be authorized but unissued shares
or previously issued shares that have been reacquired by the Corporation.


 


(2)           The
administrator is authorized to establish forms of agreement between the
Corporation and each participant to evidence awards under this Plan, and to
require execution of such agreements as a condition to a participant's receipt
of an award.


 









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(3)           The
grant of an award under this Plan does not give a participant any right to
remain a director of the Corporation.


 


(4)           This
Plan will be governed by the laws of the State of New York and the United
States of America, without regard to any conflict of law rules.


 











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