As filed with the Securities and Exchange Commission on August 8, 1995
Registration Statement No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
Form S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
MOBIL CORPORATION
A Delaware Corporation
13-2850309
(IRS Employer No.)
3225 Gallows Road, Fairfax, Virginia 22037-0001
1995 MOBIL INCENTIVE COMPENSATION AND STOCK OWNERSHIP PLAN*
1991 MOBIL INCENTIVE COMPENSATION AND STOCK OPTION PLAN*
1986 MOBIL INCENTIVE COMPENSATION AND STOCK OPTION PLAN*
1981 MOBIL INCENTIVE COMPENSATION AND STOCK OPTION PLAN*
1976 MOBIL INCENTIVE COMPENSATION PLAN*
Agent for Service
Caroline M. Devine, Secretary
Mobil Corporation
3225 Gallows Road, Fairfax, Virginia 22037-0001
(703) 846-3000
*NOTE: Pursuant to Rule 429, the prospectus included in this Registration
Statement contains all of the information which would currently be required
in a prospectus relating to the securities covered by Registration Statements
Nos. 33-48887, 33-76693, and 2-76693 pertaining to Issuer's 1991, 1986 and
1981 Mobil Incentive Compensation and Stock Option Plans, and Registration
Statement No. 2-45268 pertaining to Issuer's 1976 Mobil Incentive
Compensation Plan.
CALCULATION OF REGISTRATION FEE
____________________________________________________________________________
Title of Amount of Proposed Proposed Amount of
securities to registered maximum maximum registration
be registered offering aggregate fee
price per offering
share price
Common Stock, 10,000,000 $96.625 $966,250,000 $333,189.66
par value $2.00 shares**
per share of
Mobil
Corporation
"Common Stock")
and related
Preferred Share
Purchase Rights
(the "Rights")
___________________________________________________________________________
**NOTE: The number of shares of Common Stock represents the approximate
maximum number of additional shares, taken together with shares previously
registered under the Registration Statements referred to above, for which
options may be granted under the 1995 Mobil Incentive Compensation and Stock
Ownership Plan, more fully described herein. It is anticipated that options
will not be granted for all such shares and that the shares for which options
are not granted will be available for issuance pursuant to the Incentive
Awards provisions of such Plan. The estimated aggregate
offering price of $96.625 per share is the average of the high and low
selling prices on the New York Stock Exchange Composite Tape on August 3,
1995. The Rights are attached to and trade with the Common Stock.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the employee benefit plan described herein.
<PAGE>
CROSS REFERENCE SHEET
for
Registration Statement on Form S-8 and Prospectus
Item Required in Prospectus and Caption Heading in Prospectus
Item 1. Plan Information
General Plan Information Introduction; Purpose;
Administration of the
Plan; Employee Retirement
Income Security Act of
1974
Securities to be Offered Front Cover; Stock Option
Awards; Long-Term
Incentive Program
Employees Who May Participate Eligibility; Purpose
in the Plan
Purchase of Securities Pursuant to Stock Option Awards;
the Plan and Payment for Securities Incentive Awards
Offered
Resale Restrictions Front Cover
Tax Effects of Plan Participation Taxes
Investment of Funds Not Applicable
Withdrawal from Plan; Assignment of Terms and Conditions of
Interest Options
Forfeitures and Penalties Incentive Awards;
Forfeiture of Options
Charges and Deductions and Liens Not Applicable
Therefor
Item 2. Registrant Information Incorporation of Certain
and Employee Plan Annual Information Documents by Reference
(Inside Front Cover)
<PAGE>
PROSPECTUS
MOBIL CORPORATION
1995 MOBIL INCENTIVE COMPENSATION AND STOCK OWNERSHIP PLAN
MOBIL COMMON STOCK, $2.00 PAR VALUE - 10,000,000 SHARES
The 10,000,000 shares of Mobil Corporation common stock, $2 par value,
covered by this Prospectus have been offered, or may be offered from time to
time, by the Corporation to certain key employees of the Corporation and its
subsidiaries pursuant to the terms of its 1995 Mobil Incentive Compensation
and Stock Ownership Plan, 1991 Mobil Incentive Compensation and Stock Option
Plan, 1986 Mobil Incentive Compensation and Stock Option Plan, 1981 Mobil
Incentive Compensation and Stock Option Plan and
1976 Mobil Incentive Compensation Plan.
Persons who may be deemed to be affiliates of Mobil Corporation may resell
shares of common stock acquired under the Plan pursuant to the registration
provisions of the Securities Act of 1933, as amended, Rule 144 promulgated
thereunder, or any applicable exemption.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
No person has been authorized to give any information or to make any
representations, other than those contained or incorporated by reference
herein, in connection with the offer contained in this Prospectus, and, if
given or made, such information or representation must not be relied upon.
The date of this Prospectus is August 8, 1995.
<PAGE>
Available Information
Mobil Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance therewith files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "SEC"). Such reports, proxy statements and other information
may be examined and copied at the public reference room maintained by the
SEC at 450 Fifth Street, N.W., Washington, D.C. 20549-0001 and at the SEC
regional offices located at 7 World Trade Center, Suite 1300, New York, New
York 10048; and 14th Floor, 500 West Madison Street, Chicago, Illinois 60661.
Copies can also be obtained from the SEC by mail at prescribed rates.
Requests should be directed to the SEC's Public Reference Section, Room 1024,
Judiciary Place, 450 Fifth Street, N.W., Washington, D.C. 20549. In
addition, copies of such material and other information about Mobil
Corporation are available for inspection at the New York Stock Exchange, 20
Broad Street, New York, New York 10005.
Reports to Security Holders
During March of each year a copy of Mobil Corporation's Annual Report to
Shareholders for the preceding calendar year containing its consolidated
financial statements will be delivered to each participating employee. The
financial statements will be examined and reported upon, with an opinion
expressed by independent public accountants.
Incorporation of Certain Documents by Reference
The following documents have been filed by Mobil Corporation with the
SEC (File No. 1-7555) and are incorporated herein by reference:
Mobil Corporation's Annual Report on Form 10-K for the year ended
December 31, 1994.
Mobil Corporation's Quarterly Reports on Form 10-Q for the quarters
ended March 31 and June 30, 1995.
Mobil Corporation's Current Reports on Form 8-K dated January 5,
January 20, March 20, April 24, May 1, June 1, July 6, and July 24, 1995.
All documents subsequently filed by Mobil Corporation pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in the prospectus and
to be a part thereof from the date of filing of such documents.
Copies of the foregoing documents and any documents that may be made
part of this Prospectus for purposes of updating the description of the Plan
are available without charge upon written or oral request from the Secretary
of Mobil Corporation, 3225 Gallows Road, Fairfax, Virginia 22037.
Telephone: (703) 846-3000.
<PAGE>
CONTENTS
1995 Mobil Incentive Compensation and Stock Ownership Plan
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . .Page 4
Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Page 4
Administration of the Plan. . . . . . . . . . . . . . . . . . . .Page 5
Eligibility . . . . . . . . . . . . . . . . . . . . . . . . .Page 7
Incentive Awards . . . . . . . . . . . . . . . . . . . .. . . . .Page 7
Short-Term Incentive Program . . . . . . . . . . . . . . . . . . Page 7
Long-Term Incentive Program . . . . . . . . . . . . . . . . . . .Page 8
Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . .Page 9
Stock Option Awards . . . . . . . . . . . . . . . . . . . . . . .Page 9
Terms and Conditions of Options . . . . . . . . . . . . . . . . .Page 10
Types of Stock Options . . . . . . . . . . . . . . . . . . . . .Page 10
Exercise of Options . . . . . . . . . . . . . . . . . . . . . . Page 10
Forfeiture of Options . . . . . . . . . . . . . . . . . . . . . .Page 11
Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Page 11
Incentive Awards . . . . . . . . . . . . . . . . . . . . . . . . Page 11
Stock Option Awards . . . . . . . . . . . . . . . . . . .. . . . Page 11
Restricted Stock Awards . . . . . . . . . . . . . . . . . . . . Page 12
Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . .Page 12
Amendment, Suspension, or Termination of the Plan . . . . . . . .Page 12
Changes in Capital Structure . . . . . . . . . . . . . . . . . . Page 12
Effective Date and Term of the Plan . . . . . . . . . . . . . . .Page 13
Employee Retirement Income Security Act of 1974 . . . . . . . . Page 13
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 13
<PAGE>
1995 MOBIL INCENTIVE COMPENSATION AND STOCK OWNERSHIP PLAN*
Introduction
With the approval of its shareholders, Mobil Oil Corporation ("Mobil Oil")
adopted its first Stock Option Plan in 1960 and its first Incentive
Compensation Plan in 1966. Each of these plans has been resubmitted to the
shareholders for approval at intervals of no longer than five years. Since
1981, the two programs have been combined into one definitive plan.
As of June 18, 1976, pursuant to a plan of reorganization and merger,
Mobil Oil, a New York corporation, became a wholly owned subsidiary of Mobil
Corporation, a Delaware corporation organized in 1976 (the "Corporation").
Upon consummation of the plan of reorganization and merger, each
outstanding share of common stock of Mobil Oil was converted into a share of
common stock of the Corporation. At such time, the Corporation assumed and
continued the plans with such nonsubstantive changes as were required to
render them applicable to the Corporation.
On May 11, 1995, the shareholders of the Corporation approved the 1995
Mobil Incentive Compensation and Stock Ownership Plan (the Plan ) at the
Annual Meeting of shareholders. The rights or obligations existing under the
prior plans continue in effect, but no further stock options or incentive
awards may be granted thereunder.
Purpose
The purpose of the Plan is to promote the creation of shareholder value by
encouraging, recognizing and rewarding sustained outstanding corporate,
division, business unit and individual performance by key employees of the
Corporation and affiliated corporations who are largely responsible for the
management, growth and protection of the business. The Plan in addition
provides part of a competitive total compensation package to attract and
retain key employees.
The components of the Plan include the Short-Term Incentive Program, the
Long-Term Incentive Program and the Stock Ownership Program. The purpose of
the Short-Term Incentive Program is to base a portion of key employees' total
annual compensation on the performance of the Corporation compared to the
performance of other selected companies with the intention that the key
employees will receive total compensation that is above the average for
comparable positions paid by such other companies when the Corporation's
comparative performance is above average; total compensation that is equal to
the average for comparable positions paid by these companies when the
Corporation's comparative performance is average; and total compensation
that is below the average for comparable positions when the Corporation's
comparative performance is below average. The Long-Term Incentive Program
provides rewards, based on the performance of the Corporation over a long
term, to those key employees who have the potential to contribute
significantly to the long-term growth and success of the Corporation. These
awards are denominated in hypothetical stock or in the form of restricted
shares of the Corporation's common stock, which serves to align the interests
* This is a summary, not a complete statement of the plan. Reference
is made to said Plan (filed as an exhibit to the Registration Statement
on Form S-8 filed with the SEC on August 8, 1995), and this summary is
subject thereto and qualified by such reference.
<PAGE>
of these key employees with the interests of the shareholders. The purpose
of the Stock Ownership Program is to provide long-term incentives, designed to
encourage stock ownership by key employees, thereby directly aligning their
financial interests with those of the shareholders. Under the Program, key
employees receive options to purchase the Corporation's common stock, which
provide them an opportunity to increase their ownership of stock, and the
Committee that administers the Plan is expected to develop stock ownership
guidelines, based on the cumulative number of options an employee has
received, to encourage key employees to take advantage of the Program to
acquire and hold stock.
Administration of the Plan
The Management Compensation and Organization Committee (the Committee ) of
the Board of Directors of the Corporation (the Board ) administers the Plan.
The Committee is comprised of not less than four members of the Board who are
not officers or employees of the Corporation or of affiliated corporations,
and who have not been eligible to receive awards under this Plan or the prior
plans at any time within the 12-month period immediately prior to membership
on the Committee. For purposes of these eligibility requirements, officer
includes any former officer and employee includes a former employee who
receives compensation from the Corporation or an affiliated corporation (other
than tax-qualified pension benefits). Effective from the date of the 1996
meeting of shareholders of the Corporation, or such later date as may be
permitted pursuant to Section 162(m) of the Internal Revenue Code of 1986, as
amended (the Code), members of the Committee must also be outside directors as
defined under Section 162(m) of the Code.
The Board may designate alternate members of the Committee from eligible
Board members to act in the place and stead of any absent member of the
Committee. The present members of the Committee are as follows:
Name Address
Helene L. Kaplan Of Counsel
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, NY 10022
Allen F. Jacobson Chairman of the Board (Retired)
Minnesota Mining & Manufacturing Company
3050 Minnesota World Trade Center
30 East Seventh Street
St. Paul, MN 55101
Samuel C. Johnson Chairman of the Board
S. C. Johnson & Son, Inc.
1525 Howe Street
Racine, WI 53403
J. Richard Munro Chairman of the Executive Committee
Time Warner Inc.
1271 Avenue of the Americas
New York, NY 10020
Charles S. Sanford, Jr. Chairman and Chief Executive Officer
Bankers Trust Company
280 Park Avenue
New York, NY 10017
<PAGE>
Robert G. Schwartz Chairman of the Board (Retired)
Metropolitan Life Insurance Company
Area 11-E
One Madison Avenue
New York, NY 10010
The Committee has full and final authority to operate, manage, and
administer the Plan on behalf of the Corporation. In particular, the
Committee has, subject to applicable limitations in the Plan, absolute
discretion to determine or approve the amounts of all short-term or long-term
incentive awards, all performance measures used in determining such awards
(except the performance measure described below applicable to named executive
officers, as defined below), all deferrals of any incentive award and the rules
applicable to such deferrals, all stock option awards and all awards of
restricted stock.
In addition, as to each option to buy stock of the Corporation, the
Committee has, subject to applicable limitations in the Plan, full and final
authority in its discretion: (a) to determine whether the same shall be an
option qualified for favorable tax treatment under the Code or a non-qualified
option, (b) to determine the number of shares of stock subject to each option,
(c) to determine the time or times at which options will be granted, (d) to
determine the option price of the shares of stock subject to each option,
which price shall not be less than the minimum price specified in the Plan,
and (e) to determine the time or times when each option shall become
exercisable and the duration of the exercise period, which shall not exceed the
maximum period specified in the Plan. As to each award of restricted stock of
the Corporation, the Committee has absolute discretion to determine the
restrictions on transfer or other rights applicable to such stock and the
circumstances under which, or times at which, such restrictions shall lapse.
Additional information about the Plan and its administrators can be obtained
by writing or calling:
Mobil Corporation
3225 Gallows Road
Fairfax, Virginia 22037
Attn: Vice President-Administration
(703) 846-3000
Eligibility
Awards will be granted only to employees, groups of employees, or classes of
employees selected or determined by (or pursuant to delegation of authority
from) the Committee in its sole discretion. Neither the members of the
Committee nor any member of the Board who is not an employee shall be eligible
to receive an award. Officers of the Corporation, directors who are employees,
and other employees to whom the Committee delegates authority with respect to
Plan awards are eligible only for awards granted directly by the Committee.
In selecting individual employees to whom awards shall be granted, as well as
in determining the amount of each award, number of shares of stock,
conditions, type, terms, and provisions of each grant, the Committee (or as
authorized, its representative) shall weigh such factors as are relevant to
<PAGE>
accomplish the purpose of the Plan. No employee who directly or indirectly
owns stock having more than 5% of the combined voting power of all outstanding
stock shall be eligible to receive a stock option award under the Plan. No
named executive officer, as defined below, will receive any award under
the Plan that would cause the limits applicable to such persons set out
below to be exceeded.
Incentive Awards
Incentive awards under the Plan are currently made pursuant to two programs:
an annual short-term incentive program and a long-term incentive program.
Awards may be paid currently or deferred, in whole or in part, as determined
by the Committee. Deferred awards shall be represented by stock equivalents,
receiving dividend equivalents in amounts equal to dividends payable on an
equivalent number of shares Mobil common stock.
Short-Term Incentive Program
The Committee may make annual short-term incentive awards in the form of cash,
stock or any combination thereof. To permit the Corporation to qualify for a
Federal tax deduction for such awards to each person who is a named executive
officer covered by Section 162(m) of the Code (i.e., the Chief Executive
Officer and the other four most highly compensated executive officers),
the Plan provides that the maximum annual short-term incentive award to the
Chief Executive Officer is 0.1%, and the maximum such award to each of the
other named executive officers is 0.0375%, of the Corporation's net income,
adjusted to exclude the effects of extraordinary items, gains or losses on
the disposition of discontinued operations of a segment of the business,
the cumulative effect of changes in accounting principles and special items.
Special items are charges or credits in excess or $10 million for certain
types of events or circumstances specified in the Plan that are included in the
Corporation's net income. The Committee has discretion to reduce these maximum
awards and intends to administer the Short-Term Incentive Program for named
executive officers under guidelines similar to those that it may establish from
time to time that apply to other senior executives.
Under current Committee guidelines, which are subject to change, the Committee
may make annual short-term incentive awards to eligible employees based on the
level of achievement of financial and other performance criteria. These guide-
lines place strong emphasis on corporate, division and business unit perform-
ance as well as on individual performance. A short-term incentive award
target will be established for each eligible employee. This target will be
the difference between the estimated total cash compensation (base salary
plus short-term incentive award) for comparable positions at selected
peer companies and the midpoint of the salary range for the employee's
salary grade. Under current guidelines, this target will then be multiplied
by a performance factor which, in the case of the named executive officers,
will range from 0 to 1.5 depending equally on the Corporation's return on
capital employed and its earnings per share growth during the preceding year, in
each case relative to that of the peer companies (selected by the Committee)
during the same year. In the case of executives other than the named
executive officers, the target multiplier will depend also on individual and
applicable division and business unit performance. The Committee has
discretion to reduce, or not grant, short-term incentive awards for any reason.
<PAGE>
Long-Term Incentive Program
Long-term incentive awards may be granted by the Committee either in the form
of annual grants in respect of four-year performance cycles or one-time grants
of restricted stock. To permit the Corporation to qualify for a federal tax
deduction for performance cycle-related long-term awards to named executive
officers, the Plan provides that the maximum long-term award payable to each
named executive officer is 0.2% of the average of the Corporation's net income
for the four years of the performance cycle adjusted as above, except that
there is no adjustment to exclude the effects of special items. As in the
case of short-term incentive awards, the Committee has the discretion
to reduce these maximum awards, and it intends to administer the Long-Term
Incentive Program for named executive officers under guidelines similar
to those applicable to the other senior employees who are eligible
for such awards.
Performance cycle-related awards are based on the performance of Mobil stock
and other corporate performance measures. Each year, each employee eligible for
a long-term award in respect of the four-year performance cycle beginning with
that year will receive an allotment of a number of stock equivalents based on
the employee's level. Over the four-year performance cycle period, dividend
equivalents will be credited with respect to these allotments and will be
immediately converted to additional stock equivalents. The amount of the
long-term incentive award payable after the close of the four-year period is
the end-of-period value of real shares equal in number to the accumulated
stock equivalents multiplied by the performance factor. Under current
Committee guidelines, which are subject to change, this factor will be between 0
and 1.5, depending on the Corporation's return to shareholders (capital
appreciation plus dividends) (weighted 50%), earnings per share growth (weighted
25%) and return on capital employed (weighted 25%) over the four-year period, in
each case relative to results achieved by the peer companies over the same
period. The Committee has discretion to reduce, or not grant, long-term
incentive awards for any reason. Long-term incentive awards may be paid
currently in cash, stock or restricted stock, or deferred, under current
guidelines, in stock equivalents.
The Plan authorizes the Committee to make grants of restricted stock as an
additional type of long-term incentive award. The Committee presently intends
to use such authority to make such grants on an extremely selective basis to
recognize employees who have demonstrated potential to make a significant
contribution to the long-term performance of the Corporation and to provide a
retention incentive for such employees by making vesting of the restricted stock
conditional on continued service for up to ten years. The maximum number of
shares of restricted stock that can be subject of any grant is 10,000
(as adjusted in the case of a stock split or other change in the Corporation's
capital structure), and no employee holding a prior grant of restricted
stock that has not vested will be eligible to receive another grant.
Accounts
(a) For the purpose of accounting for allotments of stock equivalents and
incentive awards deferred as to payment, the Corporation shall establish book-
keeping accounts bearing the name of each affected employee. Except as provided
below, each account shall be unfunded, and shall not be a trust for the benefit
<PAGE>
of the employee; the existence of such accounts shall not give any employee any
rights superior to those of unsecured general creditors of the Corporation.
(b) With respect to non-forfeitable incentive awards, payment of which is
deferred, the Committee may, in its discretion, direct the Corporation:
(i) To pay an amount equal to such award to a trustee or fiduciary in
trust for the benefit of one or more employees, as the Committee may
designate, with instructions to provide for the investment thereof during
any period of deferment; or
(ii) To allocate an amount equal to such award to an investment
manager (who may, but need not, be an employee of the Corporation or an
affiliated corporation) with instructions to provide for the investment
thereof during the period of deferment either in the discretion of such
manager or one or more designated investment advisors.
Stock Option Awards
Under the Plan, the Committee may award to eligible employees options to
purchase the Corporation's common stock. For U.S. employees, these options
provide certain Federal income tax advantages, as described below, particularly
in the case of Incentive Stock Options as defined in the Code (ISOs). The
total number of options granted in any year is limited to 0.9% of the shares
of common stock outstanding as of the end of the preceding year less the
number of shares of restricted stock awarded, and the number of share
equivalents allotted (and credited) under the long-term incentive program
during the year; grants of options in any year that constitute ISOs, however,
are limited to not more than 2,000,000 shares. Shares that are available
but not utilized for option grants in any year will be available
for option grants in later years through April 30, 1996. No person may receive
options on more than 150,000 shares in any year.
Terms and Conditions of Options
The terms and conditions of each option granted under the Plan shall be as set
forth in the instrument evidencing such option; provided that the maximum term
of each option shall be for not more than ten years from the date of grant and
the option price shall be not less than 100 percent of the fair market value of
the shares covered thereby at the time the option is granted (but in no event
less than par value). No employee can receive options covering more than
150,000 shares (as adjusted in the case of a stock split or other change in the
Corporation's capital structure) in any year. Stock option awards are not
transferrable other than by will or the laws of descent and distribution and may
be exercised in the grantee's lifetime only by the grantee. However, the
Committee is authorized to grant transferrable options if changes in the
law should favor such options.
Types of Stock Options
Options granted under the Plan may be ISOs or non-qualified options. As
described below, the U.S. tax law provides different treatment for the two types
of options. The value (determined at the time of grant) of the shares covered
by an ISO granted to an employee that become exercisable in any single calendar
<PAGE>
year cannot exceed $100,000 under current tax law. If, due to a change in the
date when options become exercisable, this limit is exceeded, a sufficient
number of ISOs (starting with the latest grant date) will be reclassified as
non-qualified options in order to satisfy the limit.
Exercise of Options
Each option granted under the Plan shall be exercisable on such date or
dates and during such period and for such number of shares as set forth in the
instrument evidencing such option. A person electing to exercise an option
shall give written notice to the Corporation of such election and of the number
of shares he or she has elected to purchase and shall at the time of exercise
tender the full purchase price of the shares he or she has elected to purchase,
plus any applicable withholding taxes, in cash, certified check or, if the
option shall so provide, in shares of the
Corporation's common stock. Until such person has been issued a certificate or
certificates for the shares so purchased, he or she shall possess no rights of a
record holder with respect to any of such shares.
Forfeiture of Options
Except as permitted (in the Committee's sole discretion) or required by the
instrument evidencing any option, if an optionee shall cease to be an
employee for any reason, such option shall be exercisable thereafter only to
the extent of the purchase rights, if any, which have accrued as of the date
of such cessation. Unless the Committee shall otherwise provide in the
instrument evidencing any option, upon any such cessation of employment,
such remaining rights to purchase shall in any event terminate (a) upon the
expiration of the original term of the option where such cessation of
employment is on account of retirement under a Corporation sponsored
retirement plan on or after the employee attains age 60, on account of long-term
disability, or on account of any other reason approved by the Committee or its
delegate or (b) where such cessation of employment is not included in (a), the
expiration of three months from the date of such cessation of employment, but
in no event later than the expiration of the original term of the option.
Taxes
Incentive Awards
Counsel for the Corporation has advised that amounts distributed to an employee
under an award are taxable to the employee for Federal income tax purposes as
ordinary income in the year or years distributed or made available (and
therefore deemed to be distributed for tax purposes) to the employee, whichever
first occurs. If the distribution is in the form of shares of stock, the shares
are valued for tax purposes on the distribution date. Deferred Incentive Awards
and dividend equivalents credited in respect of deferred Incentive Awards are
subject to Federal Insurance Contribution Act (Social Security and Medicare)
taxes in the year in which they are earned, even if
they are not paid or made available until a later date.
<PAGE>
Stock Option Awards
Counsel for the Corporation has advised that under current Federal income
tax regulations the holder of a nonqualified option will generally realize
income only upon the exercise of such option pursuant to the terms of the plan
under which the option has been granted. The amount of income recognized at
such time will be measured by the difference between the option price and the
fair market value of the option stock at the time of exercise. The employer
will be entitled to an equal tax deduction at such time. Mobil Corporation
shares received on exercise will have a tax basis equal to their fair market
value on the date the option is exercised or surrendered.
Counsel has also advised that if an optionee holds an ISO and, as provided by
Section 422 of the Code, does not dispose of the stock purchased upon the
exercise of such option within two years of the date of the granting of such
option or within one year of the date the stock is transferred to the optionee,
the Corporation will not be entitled to a Federal income tax deduction in
connection with the issuance or exercise of the option and the optionee will
not realize income for Federal income tax purposes by reason of the exercise.
Upon the later sale of such stock, any amount realized by the optionee in
excess of the option price will be taxed as long-term capital gain. Counsel
has further advised that the excess of the fair market value of the shares
over the option price at the time an incentive stock option is exercised is
treated as taxable income for purposes of determining the alternative minimum
taxable income under Section 55 of the Code. This could expose the optionee to
alternative minimum tax. Special tax rules apply to the exercise of ISOs by
persons who have acquired the right to exercise by will or the laws of descent
and distribution, and to certain dispositions by estates, heirs and devisees
of stock acquired pursuant to such options.
Special tax rules may apply to an acquisition of stock upon exercise of a stock
option by a director or officer of the Corporation. Employees are advised to
consult their tax advisors regarding the Federal, State, and local tax con-
sequences of exercising or surrendering options and of selling stock received
therefrom.
Restricted Stock Awards
Counsel for the Corporation has advised that restricted stock awarded under
the Plan will generally give rise to taxable income in the year in which
restrictions on the transfer of such stock lapse. The amount of taxable income
at such time will be the fair market value of the stock on the date that such
restrictions lapse.
Benefit Plans
Incentive awards, awards of stock options and restricted stock awards under
the Plan are discretionary and are not a part of regular salary and may not be
used in determining the amount of compensation for any purpose under the benefit
plans of the Corporation, or an affiliated corporation, except (1) a short-
term incentive award made to an employee may be used in determining the amount
of compensation for the purpose of any retirement or life insurance plan of
the Corporation and its affiliated corporations to the extent provided from
time to time in such plan, and (2) as the Committee may otherwise from time
to time expressly provide.
<PAGE>
Amendment, Suspension, or Termination of the Plan
The Board may suspend the Plan or any part thereof at any time or may
terminate the Plan in its entirety. Awards shall not be granted under any part
of the Plan affected by a suspension, nor shall awards be granted after Plan
termination. The Board may also amend the Plan from time to time, subject to
certain limitations set forth in the Plan. Awards granted prior to suspension
or termination of the Plan may not be canceled solely because of such suspension
or termination, except with the consent of the grantee of the award.
Changes in Capital Structure
Stock, stock equivalents, restricted stock, and the instruments evidencing
options granted under the Plan shall be subject to adjustment in the event of
changes in the outstanding stock of the Corporation by reason of stock
dividends, stock splits, recapitalizations, reorganizations, mergers, consolida-
tions, combinations, exchanges, or other relevant changes in capitalization
occurring after the date of an award to the same extent as would affect an
actual share of stock issued and outstanding on the effective date of such
change.
In the event of any such change, (i) the number of shares available for the
award of stock options, restricted stock or stock equivalents pursuant to the
long-term incentive program for the calendar year in which such change occurs,
(ii) the maximum number of shares upon which options may thereafter be granted
to any person, and (iii) the maximum number of shares of restricted stock that
may thereafter be awarded to any person shall be appropriately adjusted as
determined by the Board so as to reflect such change.
Effective Date and Term of the Plan
The Plan became effective for the year 1995 upon the affirmative vote of a
majority of all outstanding shares present in person or by proxy at the Annual
Meeting of shareholders of the Corporation in 1995. The Plan shall continue
until such time as it may be terminated by action of the Board; provided,
however, the Plan, if not so terminated, shall be submitted to the shareholders
of the Corporation for their approval not later than December 31, 2000. No
options may be granted under the Plan subsequent to April 30, 2000.
Employee Retirement Income Security Act of 1974
The Plan is subject to certain limited reporting and disclosure provisions of
part 1 of Title I of the Employee Retirement Income Security Act of 1974, as
amended (ERISA), but is not subject to the participation, vesting and benefit
accrual requirements, the funding requirements, or the fiduciary provisions
contained in Parts 2, 3, and 4 of Title I of ERISA. There is no intent to
include in the Plan provisions that would be required if parts 2, 3, and 4 of
Title I of ERISA were applicable.
<PAGE>
Experts
The consolidated financial statements of Mobil Corporation incorporated by
reference in Mobil Corporation's Annual Report (Form 10-K) for the year ended
December 31, 1994, have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements are, and audited consolidated
financial statements to be included in subsequently filed documents will be,
incorporated herein in reliance upon the reports of Ernst & Young LLP
pertaining to such financial statements (to the extent covered by consents
filed with the Securities and Exchange Commission) given upon the authority
of such firm as experts in accounting and auditing.
<PAGE>
MOBIL CORPORATION
1995 MOBIL INCENTIVE
COMPENSATION AND
STOCK OWNERSHIP PLAN
PROSPECTUS
A Registration Statement covering the shares of common stock, par value $2.00
per share, of Mobil Corporation issuable under the 1995 Mobil Incentive
Compensation and Stock Ownership Plan, 1991 Mobil Incentive Compensation and
Stock Option Plan, 1986 Mobil Incentive Compensation and Stock Option Plan, 1981
Mobil Incentive Compensation and Stock Option Plan, and 1976 Mobil Incentive
Compensation Plan has been filed with the Securities and Exchange Commission,
Washington, D.C. under the Securities Act of 1933, as amended.
Additional information concerning the securities offered hereby is to be found
in the Registration Statement, including various exhibits thereto and financial
statements included or incorporated therein, which may be inspected at the
office of the Securities and Exchange Commission.
August 8, 1995
<PAGE>
PART II - INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 3. Incorporation of Documents by Reference
The following documents have been filed by Mobil Corporation with the
Securities and Exchange Commission (File No. 1-7555) and are incorporated herein
by reference:
Mobil Corporation's Annual Report on Form 10-K filed pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 for the year ended December 31,
1995.
Mobil Corporation's Quarterly Reports on Form 10-Q filed pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 for the quarters ended March 31
and June 30, 1995.
Mobil Corporation's Current Reports on Form 8-K filed pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 dated January 5, January 20, March
20, April 24, May 1 June 1, July 6, and July 24, 1995.
All documents subsequently filed by Mobil Corporation pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in the registration statement and to
be a part thereof from the date of filing of such documents.
The securities covered by this Registration Statement have been registered
under the Securities Exchange Act of 1934. The description of the securities in
the following documents is incorporated by reference:
Mobil Corporation's Registration Statement on Form 8-A dated May 5, 1986;
Certificate of Designation, Preferences and Rights of Series A Junior
Participating Preferred Stock of Mobil Corporation dated April 25, 1986 (Exhibit
4.2 hereto);
Certificate of Designation, Preferences and Rights of Series B ESOP
Convertible Preferred Stock of Mobil Corporation dated November 22, 1989
(Exhibit 4.3 hereto).
Item 5. Interests of Named Experts and Counsel
Samuel H. Gillespie III Esq., General Counsel of Mobil Corporation, has given
an opinion as to the legality of the securities being registered and has passed
upon the references to Counsel contained under the caption Taxes.
Mr. Gillespie has an interest in certain securities of Mobil Corporation.
Item 6. Indemnification of Directors and Officers
Reference is made to the provision of Article VI of Mobil Corporation's by-
laws, incorporated by reference to Exhibit 3(ii) filed under Form 8-K dated
July 6, 1995.
Section 145 of the General Corporation Law of Delaware, to which reference
is hereby made, contains provisions for the indemnification of directors and
officers on terms substantially identical to those contained in Mobil
Corporation's by-laws.
<PAGE>
Mobil Corporation has obtained a Directors and Officers Liability insurance
policy, No. NU 4439968, effective November 1, 1994, issued by National Union
Fire Insurance Company, and a Corporate Fiduciary Liability Insurance Policy,
No. 001FF 100846390BCA, effective 1, 1994, issued by Aetna Casualty and Surety
Company, and excess insurance policies issued by various commercial underwriters
pursuant to which the directors and certain officers and employees of Mobil
Corporation are insured against certain liabilities they may incur in their
respective capacities.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been advised
that in the opinion of the Securities and Exchange Commission such indemnifica-
tion is against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.
Item 8. Exhibits
An index to exhibits provided herein or incorporated by reference is included
on page 20.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.
Provided, however, that paragraphs (a)(1)(i)and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
<PAGE>
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termina-
tion of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of deter-
mining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
members of the Management Compensation and Organization Committee,
administrators of the 1995 Mobil Incentive Compensation and Stock Ownership
Plan and of the prior Mobil Incentive Compensation and Stock Option Plans,
have duly caused this Registration Statement on Form S-8 to be signed on
their behalf by the undersigned, thereunto duly authorized,
in the City of Fairfax and Commonwealth of Virginia, on August 8, 1995.
SIGNATURE
Allen F. Jacobson, Director*
Samuel C. Johnson, Director*
Helene L. Kaplan, Director*
Charles S. Sanford, Jr., Director*
Robert G. Schwartz, Director*
/s/ Caroline M. Devine
*By _____________________________
Caroline M. Devine
Attorney-in-Fact
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Fairfax,
and the Commonwealth of Virginia, on this 8th day of August, 1995.
Mobil Corporation
/s/ Caroline M. Devine
By _____________________
Caroline M. Devine
Secretary
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities
indicated, this 8th day of August, 1995 in the city of Fairfax and Commonwealth
of Virginia.
Signature Title
PRINCIPAL EXECUTIVE OFFICER Chairman of the Board and Chief Executive
Lucio A. Noto* Officer
PRINCIPAL FINANCIAL OFFICER Senior Vice President and Chief Financial
Thomas C. DeLoach, Jr.* Officer
PRINCIPAL ACCOUNTING OFFICER Controller
Robert C. Musser*
Lewis M. Branscomb* Director
Donald V. Fites* Director
Charles A. Heimbold, Jr.* Director
Paul J. Hoenmans* Director
Allen F. Jacobson* Director
Samuel C. Johnson* Director
Helene L. Kaplan* Director
J. Richard Munro* Director
Aulana L. Peters* Director
Eugene A. Renna* Director
Charles S. Sanford, Jr.* Director
Robert G. Schwartz* Director
Robert O. Swanson* Director
/s/Caroline M. Devine
*By ________________________
Caroline M. Devine
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
EXHIBIT SUBMISSION MEDIA
4.1 Certificate of Incorporation Incorporated by reference to
Mobil Corporation Exhibit 3-1(i) to the Registration
Statement on Form S-3 (SEC
File No. 33-32651), filed under
Form SE dated December 14, 1989.
4.2 Certificate of Designation, Incorporated by reference to
Preferences and Rights of Exhibit 3-1(ii) to the
Series A Junior Participating Registration Statement on Form S-3
Preferred Stock of Mobil (SEC File No. 33-32651), filed
Corporation dated April 25, 1986. under Form SE dated December 14,
1989.
4.3 Certificate of Designation, Incorporated by reference to
Preferences and Rights of Series Exhibit 3(ii) to the Registration
B ESOP Convertible Preferred Statement on Form S-3 (SEC File
Stock of Mobil Corporation No. 33-32651), filed under Form SE
dated November 22, 1989. dated December 14, 1989.
4.4 By-laws of Mobil Corporation. Incorporated by reference to
Exhibit 3(ii) filed under Form 8-K
dated July 6, 1995.
5. Opinion of counsel as to legality Electronic
of securities to be registered.
23.1 Consent of Independent Public Electronic
Accountants.
23.2 Consent of Counsel Included in Exhibit 5.
24.1 Power of attorney, dated Electronic
July 28, 1995.
24.2 Certified copy of Board of Electronic
Directors resolution authorizing
signature by officers pursuant
to power of attorney.
99. 1995 Mobil Incentive Compensation Incorporated by reference to
and Stock Ownership Plan Definitive Proxy Statement filed
March 20, 1995.
August 8, 1995
Mobil Corporation
3225 Gallows Road
Fairfax, Virginia 22037
Dear Sirs:
I refer to the Registration Statement on Form S-8 which Mobil Corporation
( Mobil ) proposes to file with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to 10,000,000 shares of Mobil
Corporation common stock, par value $2.00 per share (the Securities ).
I (or lawyers under my supervision) have examined originals, or copies of
originals certified to my satisfaction, of such agreements, documents,
certificates and other statements of government officials and corporate
officers and representatives and have reviewed and discussed other papers and
matters of fact and law as I have deemed relevant and necessary as a basis
for the following opinion. I have assumed the authenticity of all documents
submitted as originals and the conformity with the original documents of any
copies of such documents submitted for examination.
In this regard, I am of the opinion that the Securities, when sold, will be
legally issued, fully paid and non-assessable common shares of Mobil
Corporation.
I hereby consent to the filing of this opinion with the Securities and Exchange
Commission in connection with the filing of the Registration Statement
referred to above. I also consent to the making of the statement with
respect to me in Part II of the Registration Statement under Item 5.
Very truly yours,
/s/ Samuel H. Gillespie III
Samuel H. Gillespie III
General Counsel
Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption Experts in the
Registration Statement (Form S-8) and in the related Prospectus pertaining to
the 1995 Mobil Incentive Compensation and Stock Ownership Plan for the
registration of 10,000,000 shares of Common Stock of Mobil Corporation and to
the incorporation by reference therein of our reports dated (a) February 24,
1995, with respect to the consolidated financial statements of Mobil
Corporation incorporated by reference in its Annual Report (Form 10-K) for
the year ended December 31, 1994, and (b) dated March 8, 1995, with respect
to the financial statement schedule of Mobil Corporation included in its
Annual Report (Form 10-K) for the year ended December 31, 1994, all
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Fairfax, Virginia
August 3, 1995
Exhibit 24.1
MOBIL CORPORATION
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned directors
and/or officers of Mobil Corporation, a Delaware Corporation, hereby
constitutes and appoints CAROLINE M. DEVINE, WALTER R. ARNHEIM, GORDON G.
GARNEY and ROBERT C. MUSSER his or her true and lawful attorneys-in-fact and
agents to execute in his or her name and capacity and to act on behalf of
this Corporation as true and lawful attorneys-in-fact and agents, each of
such persons having full power to act without the others, in any and all
capacities, to sign and to file with the Securities and Exchange
Commission, Washington, D.C., registration statements on Form S-8 or any
other appropriate form, including amendments or post-effective amendments to
any such registration statements, with all exhibits thereto, and any and all
other documents in connection therewith, in connection with registrations
under the Securities Act of 1933, as amended, relating to the various
employee benefit plans of this Corporation or any subsidiary, whether
directly or indirectly owned, including without limitation,the following:
1995 MOBIL INCENTIVE COMPENSATION AND STOCK OWNERSHIP PLAN
1991 MOBIL INCENTIVE COMPENSATION AND STOCK OPTION PLAN
1986 MOBIL INCENTIVE COMPENSATION AND STOCK OPTION PLAN
1981 MOBIL INCENTIVE COMPENSATION AND STOCK OPTION PLAN
1976 MOBIL INCENTIVE COMPENSATION PLAN
and any and all interests in such Plans and shares of the Common Stock, par
value $2.00 per share, of Mobil Corporation which may be offered or sold
thereunder, as described in said registration statements.
<PAGE>
AND FURTHER, that each of the undersigned directors and/or officers of the
Corporation hereby grants to said attorneys-in-fact and agents and each of
them, full power and authority to do and perform any and all acts and things
essential and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person in connection
with the proper exercise of the powers granted hereunder.
IN WITNESS WHEREOF, the undersigned as directors and/or officers of said
Mobil Corporation or as individuals, have hereunto set their hands and seals
as of the 28th day of July, 1995.
/s/ Lucio A. Noto
NAME AND TITLE _________________________________________
Lucio A. Noto, Director, Chairman of the
Board and Chief Executive Officer
/s/ Thomas C. DeLoach, Jr.
NAME AND TITLE __________________________________________
Thomas C. DeLoach, Jr., Senior Vice President
and Chief Financial Officer
/s/ Robert C. Musser
NAME AND TITLE __________________________________________
Robert C. Musser, Controller, Principal
Accounting Officer
/s/ Lewis M. Branscomb
NAME AND TITLE ___________________________________________
Lewis M. Branscomb, Director
/s/ Donald V. Fites
NAME AND TITLE ___________________________________________
Donald V. Fites, Director
/s/ Charles A. Heimbold, Jr.
NAME AND TITLE ___________________________________________
Charles A. Heimbold, Jr., Director
<PAGE>
/s/ Paul J. Hoenmans
NAME AND TITLE ___________________________________________
Paul J. Hoenmans, Director
/s/ Allen F. Jacobson
NAME AND TITLE ___________________________________________
Allen F. Jacobson, Director, Member of the
Management Compensation and Organization Committee
/s/ Samuel C. Johnson
NAME AND TITLE ___________________________________________
Samuel C. Johnson, Director, Member of the
Management Compensation and Organization Committee
/s/ Helene L. Kaplan
NAME AND TITLE ___________________________________________
Helene L. Kaplan, Director, Member of the
Management Compensation and Organization Committee
<PAGE>
/s/ J. Richard Munro
NAME AND TITLE ___________________________________________
J. Richard Munro, Director, Member of the
Management Compensation and Organization Committee
/s/ Aulana L. Peters
NAME AND TITLE ___________________________________________
Aulana L. Peters, Director
/s/ Eugene A. Renna
NAME AND TITLE ___________________________________________
Eugene A. Renna, Director
/s/ Charles S. Sanford, Jr.
NAME AND TITLE ___________________________________________
Charles S. Sanford, Jr., Director, Member of the
Management Compensation and Organization Committee
/s/ Robert G. Schwartz
NAME AND TITLE ___________________________________________
Robert G. Schwartz, Director, Member of the
Management Compensation and Organization Committee
/s/ Robert O. Swanson
NAME AND TITLE ___________________________________________
Robert O. Swanson, Director
Exhibit 24.2
MOBIL CORPORATION
BOARD OF DIRECTORS
RESOLVED, that the proper officers of the Corporation be, and each of them
hereby is, authorized for and on behalf of the Corporation to execute
personally or by attorney-in-fact and cause to be filed with the Securities
and Exchange Commission a registration statement or statements under the
Securities Act of 1933 for the registration of the common stock, par value
$2.00 per share, of the Corporation ( Common Stock ) and appurtenant rights
to purchase Series A Junior Participating Preferred Stock, par value $1.00
per share, of the Corporation ( Rights ) to be offered pursuant to the 1995
Incentive Compensation and Stock Ownership Plan of the Corporation (or
pursuant to predecessors to such Plan), and thereafter to execute and
cause to be filed any amended registration statement or registration
statements and amended prospectus or prospectuses, or amendments or
supplements to any of the foregoing, and to cause such registration statement
and any amendments thereto to become effective in accordance with the
Securities Act of 1933 and the General Rules and Regulations of the
Securities and Exchange Commission thereunder; and further
RESOLVED, that the proper officers of the Corporation be, and each of them
hereby is, authorized for and on behalf of the Corporation to execute personally
or by attorney-in-fact and cause to be submitted any required application for
the listing on the New York Stock Exchange of the shares of Common Stock and
appurtenant Rights to be offered pursuant to the 1995 Incentive Compensation
and Stock Ownership Plan (or pursuant to predecessors to such Plan); and
further
<PAGE>
RESOLVED, that the name of any officer signing on behalf of the
Corporation may be signed pursuant to a power of attorney for purposes of any
registration statements on Form S-8 or any other appropriate form, including
amendments or post-effective amendments to any such registration statements,
with all exhibits thereto, and any and all documents in connection therewith,
in connection with registrations under the Securities Act of 1933,
as amended, and for purposes of any listing application with
any stock exchange, relating to the various employee benefit plans of this
Corporation or any subsidiary, whether directly or indirectly owned,
including, without limitation the following:
1995 MOBIL INCENTIVE COMPENSATION AND STOCK OWNERSHIP PLAN
1991 MOBIL INCENTIVE COMPENSATION AND STOCK OPTION PLAN
1986 MOBIL INCENTIVE COMPENSATION AND STOCK OPTION PLAN
1981 MOBIL INCENTIVE COMPENSATION AND STOCK OPTION PLAN
1976 MOBIL INCENTIVE COMPENSATION PLAN.
