In an unprecedented step, a majority of Rockefeller Family members –
the oldest continuous shareholders in Exxon Mobil Corporation –
publicly called on other shareholders to join them in supporting a
shareholder resolution to require an independent chairman of the
board of directors, so that the company founded by John D.
Rockefeller can better maximize long-term shareholder value in a
rapidly changing energy environment.



Peter O’Neill, head of the Rockefeller Family committee dealing with
ExxonMobil, and great-great-grandson of John D. Rockefeller, is a
filer of the shareholder resolution requesting an independent board
chairman at ExxonMobil. CEO Rex Tillerson also currently serves as
the chairman of the company’s board. This resolution received 40 
percent support in 2007, at a time when ExxonMobil was announcing
record-breaking earnings.



O’Neill said: “It was not an easy decision for the majority of the
Rockefeller Family to go public with our concerns. In fact, we have
worked behind the scenes for a number of years now with ExxonMobil
to avoid having to do so. I want to be very clear that as an
ExxonMobil shareholder, I have a world of respect for what the
company has done well. In fact, if the next 20 years of the energy
business were just going to be about oil and gas, we probably
wouldn’t be here today. Having an independent chairman leading an
independent-thinking board of very experienced directors will
substantially improve Exxon’s ability to look the future squarely in
the face and will increase its flexibility. The current members of
the board appear to have considerable skills that are not being
tapped fully.”



Neva Rockefeller Goodwin, PhD economist, and great-granddaughter of
John D. Rockefeller, the founder of ExxonMobil, said: “In today’s
rapidly changing energy environment, we are urging ExxonMobil to get
back to its strong historical roots in order to better position
itself for the future of its industry. ExxonMobil needs to reconnect
with the forward-looking and entrepreneurial vision of my great-
grandfather. Kerosene was the ‘alternative energy’ of its day when
he realized that it could replace whale oil. Part of John D.
Rockefeller’s genius was in recognizing, early on, the need and
opportunity for a transition to a better, cheaper and cleaner fuel.
And as he noted: ‘If you want to succeed, you should strike out on
new paths, rather than travel the worn paths of accepted success.’
We recognize and appreciate that ExxonMobil’s management has been
extremely skilled at managing the oil and natural gas business.
However, the truth is that ExxonMobil is profiting in the short term
from investments and decisions made many years ago, and by focusing
on a narrow path that ignores the rapidly shifting energy landscape
around the world, including developing nations.”



Goodwin and O’Neill said that, after identifying a number of areas
of vulnerability for ExxonMobil, Rockefeller Family members met
several times with the top management of ExxonMobil since 2003 to
express their concerns. Efforts to meet with the Board and its key
Independent members have been declined.


KEY ISSUES CITED BY ROCKEFELLER FAMILY MEMBERS



A total of 15 Rockefeller Family members have filed or co-filed four
shareholder resolutions urging ExxonMobil to look beyond its current
focus also to more effectively address a rapidly evolving energy
industry, including the growing market in renewables and alternative
fuels that competitors Shell, Chevron, BP, Total and Petrobras now
are expanding into to a much greater extent than ExxonMobil. The
shareholder resolutions will be voted on when ExxonMobil holds its
annual meeting on May 28, 2008 in Dallas.



A majority of Rockefeller Family members support separating the
positions of chairman and CEO for the following strategic reasons:




– Many Family members view ExxonMobil’s statements that “the Board
does not believe it is useful or appropriate to designate a lead non-
employee director” as a sign of management’s lack of understanding
of current best practices in corporate governance, as well as
shareholders’ expectations as to the role of the board. Having an
independent chairman would, these Family members believe, allow
broader analysis and consideration of technologies and opportunities
emerging in the sector without being influenced by the preferences
and personal experiences of management; such influence weakens the
board’s important role of providing oversight of management and
accountability to shareholders regarding these issues. Top managers
have spent their entire careers at Exxon, which is a core strength
for the company in many ways, and produces a stellar project-
management team. However, it also has the potential to create a
culture that has little flexibility to incorporate innovation beyond
its core competencies.



– ExxonMobil says that it “believes technology is an essential
component of any long-term plan to address climate change risks.”
But it has done much less than others in its industry with regard to
renewable technologies, often stating that it is looking for
breakthroughs. However, some Family members believe that renewable
technologies will develop in many ways and that it may turn out that
four or five types of solar technologies or wind or geothermal will
develop along side each other. BP, Shell, Conoco and Chevron have
each made significant commitments in recent years to investments in
renewables and low carbon technologies, creating “portfolios” of
different technologies allowing them to gain experience, reduce
emissions and integrate the cost of carbon into strategic planning
and investments. These commitments, while not sufficient to deal
with the challenges facing the industry, have already enabled
ExxonMobil’s competitors to secure potentially lucrative positions
in specific alternative energy
markets, prepare for regulatory requirements, and raise their
credibility in public policy debates.



– Shifts in consumer preference, coupled with emissions regulations
and sustained high oil prices, could result in conditions that
diverge significantly from ExxonMobil’s market assumptions for the
next 30 years. Many Rockefeller Family members are concerned that
ExxonMobil’s business plan considers few scenarios that incorporate
a decline in the oil and gas markets due to forthcoming regulations
and incentives, or governments’ need to stabilize global greenhouse
gas emissions because of the physical risks they pose.



– ExxonMobil often argues that cheap and abundant energy is crucial
for the economic advancement of poor economies. These countries are
forecast, by ExxonMobil and others, to contribute the largest
increase in energy use. If however, this energy use is based on
continued reliance on hydrocarbons, as ExxonMobil predicts, we will
see an unrelenting increase in global CO2 emissions with devastating
consequences, especially for those who are poor in resources and
influence, whether they live in developed or developing countries.
To the extent that ExxonMobil’s growth continues to rely on the sale
of hydrocarbon energy to emerging markets, it faces a painful
paradox, and, the Family believes, distances itself from its true
legacy.



ABOUT THE ROCKEFELLER RESOLUTIONS



– Resolution #5: Require an Independent Board Chairman.
Resolved: That the shareholders urge the Board of Directors to take
the necessary steps to amend the by-laws to require that an
independent director shall serve as Chairman of the Board of
Directors, and that the Chairman of the Board of Directors shall not
concurrently serve as the Chief Executive Officer. Lead Filer:
Robert Monks, Ram Trust Services Inc. Co-Filers: Peter O’Neill
and John deCuevas.



– Resolution #17: Establish a Task Force to Study the Consequences
of Global Warming on Poor Economies. Resolved: Shareholders ask
ExxonMobil Corporation’s (“ExxonMobil’s) Board of Directors to
establish a task force, which should include both (a) two or more
independent directors and (b) relevant company staff, to investigate
and report to shareholders on the likely consequences of global
climate change between now and 2030, for emerging countries, and
poor communities in these countries and developed countries, and to
compare these outcomes with scenarios in which ExxonMobil takes
leadership in developing sustainable energy technologies that can be
used by and for the benefit of those most threatened by climate
change. The report should be prepared at reasonable expense,
omitting proprietary information, and should be made available to
shareholders by March 31, 2009. Lead Filer: Neva Rockefeller
Goodwin. Co-Filers: Mary R. Morgan, Abby O’Neill, Ann R. Roberts,
David Rockefeller, Jr., and Steven C. Rockefeller.



– Resolution #15: Reduce Greenhouse Gas Emissions for Products and
Operations. Resolved: Shareholders request that the Board of
Directors adopt quantitative goals, based on current technologies,
for reducing total greenhouse gas emissions from the Company’s
products and operations; and that the Company report to shareholders
by September 30, 2008, on its plans to achieve these goals. Such a
report will omit proprietary information and be prepared at
reasonable cost. Lead Filer: Sisters of St. Dominic of Caldwell, NJ.
Co-Filers: Abby O. Caulkins, Alida Rockefeller Messinger, Richard
G. Rockefeller, Marion R. Weber.



– Resolution #19: Adopt Renewable Energy Policy. Resolved: That
ExxonMobil’s Board adopt a policy for renewable energy research,
development and sourcing, reporting on its progress to investors in
2009. Lead Filer: Stephen Viederman. Co-Filers: Jennifer R.
Nolan, Abby A. Rockefeller, Laura Thorn.