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.


 


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


 






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(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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