FACE OF SECURITY
MOBIL OIL CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN TRUST
MEDIUM-TERM NOTE
Guaranteed by
MOBIL CORPORATION
Fixed Rate Note
REGISTERED REGISTERED
No. FXR
CUSIP:
Unless this certificate is presented by an authorized representative of
The Depository Trust Company (55 Water Street, New York, New York) to the Issuer
or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name as
requested by an authorized representative of The DepositoryTrust Company and any
payment is made to Cede & Co. ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof,
Cede & Co., has an interest herein.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "ORIGINAL YIELD TO
MATURITY" AND "INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE
APPROXIMATE METHOD) SET FORTH BELOW HAVE BEEN COMPLETED SOLELY
FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL
ISSUE DISCOUNT ("OID") RULES.
ORIGINAL ISSUE DATE: INITIAL REDEMPTION DATE:INTEREST RATE: ORIGINAL MATURITY
N/A DATE
(See note 2 below)
INTEREST INITIAL REDEMPTION APPLICABILITY OF OPTIONAL
ACCRUAL DATE: PERCENTAGE: MODIFIED PAYMENT REPAYMENT
A UPON ACCELERATION: DATE(S):
N/A N/A N/A
TOTAL AMOUNT ANNUAL REDEMPTION If yes, state APPLICABILITY
OF OID: PERCENTAGE Issue Price: OF ANNUAL
N/A REDUCTION: N/A INTEREST
N/A PAYMENTS:
N/A
ORIGINAL YIELD INTEREST PAYMENT SPECIFIED
TO MATURITY: DATE(S): CURRENCY:
N/A (See notes 1 and 2 below) U.S. Dollars
INITIAL ACCRUAL APPLICABILITY OF OPTIONAL REDEMPTION
PERIOD OID: OPTIONAL REDEMPTION: SPREAD:
N/A Applicable
OTHER TERMS:
(1) Interest Payment Dates are the last day of February and the last day of
August in each year, commencing on the first such date next succeeding the
Interest Accrual Date.
(2) Pursuant to the Indenture referred to herein, if any payment is due
hereunder on a day that is a Saturday or Sunday or
legal holiday or a day that banking institutions are authorized or required
by law or regulation to close in the City of New
York or Chicago, payment shall be made on the next succeeding day that is
not such a day, and no interest shall accrue for the intervening period.
Mobil Oil Corporation Employee Stock Ownership
Plan Trust (together with its successors and assigns, the
"Issuer"), for value received, hereby promises to pay to
CEDE & CO., or registered assignees, the principal sum of,
on the Original Maturity Date
specified above (except to the extent redeemed or repaid
prior to the Original Maturity Date) or, if the maturity
hereof is extended in accordance with the procedures set
forth below to an Extended Maturity Date, as defined below,
on such Extended Maturity Date (except to the extent
previously redeemed or repaid) and to pay interest thereon
at the Interest Rate per annum specified above or, if the
interest rate hereon is reset or re-established in
connection with an extension of maturity in accordance with
the procedures specified on the reverse hereof, at the
interest rate per annum determined pursuant to such
procedures, from the Interest Accrual Date specified above
until the principal hereof is paid or duly made available
for payment (except as provided below), semiannually (unless
otherwise specified on the face hereof) in arrears on the
first day of May and November in each year (unless otherwise
specified on the face hereof) (each such date an "Interest
Payment Date") commencing on the Interest Payment Date next
succeeding the Interest Accrual Date specified above, and at
maturity (or on any redemption or repayment date); provided,
however, that if the Interest Accrual Date occurs between a
Record Date, as defined below, and the next succeeding
Interest Payment Date, interest payments will commence on
the second Interest Payment Date succeeding the Interest
Accrual Date to the registered holder of this Note on the
Record Date with respect to such second Interest Payment
Date; and provided, further, that if this Note is subject to
"Annual Interest Payments," interest payments shall be made
annually in arrears and the term "Interest Payment Date"
shall be deemed to mean the first day of May in each year
(unless otherwise specified on the face hereof).
Interest on this Note will accrue from the most
recent Interest Payment Date to which interest has been paid
or duly provided for, or, if no interest has been paid or
duly provided for, from the Interest Accrual Date, until the
principal hereof has been paid or duly made available for
payment (except as provided below). The interest so
payable, and punctually paid or duly provided for, on any
Interest Payment Date will, subject to certain exceptions
described herein, be paid to the person in whose name this
Note (or one or more predecessor Notes) is registered at the
close of business on the date 15 calendar days prior to such
Interest Payment Date (whether or not a Business Day) (each
such date a "Record Date"); provided, however, that interest
payable at maturity (or on any redemption or repayment date)
will be payable to the person to whom the principal hereof
shall be payable. As used herein, "Business Day" means any
day, other than a Saturday or Sunday, that is neither a
legal holiday nor a day on which banking institutions are
authorized or required by law or regulation to close in The
City of New York or Chicago and (i) with respect to Notes
denominated in a Specified Currency other than U.S. dollars,
Australian dollars or European Currency Units ("ECUs"), in
the financial center of the country of the Specified
Currency, (ii) with respect to Notes denominated in
Australian dollars, in Sydney and (iii) with respect to
Notes denominated in ECUs, in Luxembourg and that is not a
non-ECU clearing day, as determined by the ECU Banking
Association in Paris.
Payment of the principal of this Note, any premium
and the interest due at maturity (or on any redemption or
repayment date) will be made in immediately available funds
upon surrender of this Note at the office or agency of the
Paying Agent, as defined on the reverse hereof, maintained
for that purpose in the Borough of Manhattan, The City of
New York, or at such other paying agency as the Issuer may
determine. Payment of the principal of and premium, if any,
and interest on this Note will be made in the Specified
Currency indicated above; provided, however, that U.S.
dollar payments of interest, other than interest due at
maturity or on any date of redemption or repayment, will be
made by U.S. dollar check mailed to the address of the
person entitled thereto as such address shall appear in the
Note register. A holder of U.S. $10,000,000 or more in
aggregate principal amount of Notes having the same Interest
Payment Date will be entitled to receive payments of
interest, other than interest due at maturity or on any date
of redemption or repayment, by wire transfer of immediately
available funds if appropriate wire transfer instructions
have been received by the Paying Agent in writing not less
than 15 calendar days prior to the applicable Interest
Payment Date. If this Note is denominated in a Specified
Currency other than U.S. dollars, payments of interest
hereon will be made by wire transfer of immediately
available funds to an account maintained by the holder
hereof with a bank located outside the United States if
appropriate wire transfer instructions have been received by
the Paying Agent in writing not less than 15 calendar days
prior to the applicable Interest Payment Date. If such wire
transfer instructions are not so received, such interest
payments will be made by check payable in such Specified
Currency mailed to the address of the person entitled
thereto as such address shall appear in the Note register.
Reference is hereby made to the further provisions
of this Note set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if
set forth at this place.
Unless the certificate of authentication hereon
has been executed by the Indenture Trustee referred to on
the reverse hereof by manual signature, this Note shall not
be entitled to any benefit under the Indenture, as defined
on the reverse hereof, or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Issuer has caused this
Note to be duly executed under its corporate seal.
DATED: MOBIL OIL CORPORATION
EMPLOYEE STOCK OWNERSHIP
PLAN TRUST
By BANKERS TRUST COMPANY
Not in its individual
corporate capacity but
solely as trustee,
By __________________________
Title:
ATTEST: ____________________
Title:
INDENTURE TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the Securities referred
to in the within-mentioned Indenture.
FIRST TRUST OF ILLINOIS
as trustee
By _____________________________
Authorized Officer
GUARANTY BY MOBIL CORPORATION
Mobil Corporation ("Mobil") having its principal
office at 3225 Gallows Road, Fairfax, Virginia 22037 hereby
irrevocably and unconditionally guarantees to the holder of
the Note upon which this Guaranty is endorsed the due and
punctual payment in accordance with the terms of the Note of
the principal of, premium, if any, and interest on the Note.
In the event of any failure by Mobil Oil Corporation
Employee Stock Ownership Plan Trust (the "Issuer") to make
any such payment, Mobil hereby agrees to cause such payment
to be made as if Mobil instead of the Issuer were expressed
to be the primary obligor of the said Note to the extent
that the holder shall receive the same amounts in respect of
principal and interest and penalty, if any, as would have
been receivable had such payments been made by the Issuer
without regard to the limitations contained in the last
paragraph of Section 6.02 of the Indenture or in Section
11.12 of the Indenture.
Mobil hereby agrees that its obligations hereunder
shall be unconditional, irrespective of the validity,
regularity or enforceability of any Note, the absence of any
action to enforce the Note, the recovery of any judgment
against the Issuer or any action to enforce any judgment or
any other circumstance which might otherwise constitute a
discharge or defense of a guarantor.
Mobil hereby confirms, with respect to the said
Note and the indebtedness evidenced hereby, that it does not
have and will not assert as a defense to any claim hereunder
any right to require any proceeding first against the Issuer
or any lack of diligence, presentment to the Issuer or any
Paying Agent, demand of payment from the Issuer or any
Paying Agent or filing of claims with any court in the event
of merger, insolvency or bankruptcy of the Issuer, protest,
notice or any other demand whatsoever, other than a demand
for payment of this Guaranty, and covenants that this
Guaranty will not be discharged except by complete
performance of the obligations contained in the Note and in
this Guaranty.
This Guaranty constitutes an unsecured obligation
of Mobil ranking equally with all its other existing and
future unsecured and unsubordinated obligations.
This Guaranty is governed by and shall be
construed in accordance with the laws of New York.
The guaranty set forth herein shall not be valid
or become obligatory for any purpose with respect to a
Security of any series until the Certificate of
Authentication on such Security shall have been signed by
the Indenture Trustee or any Authenticating agent.
IN WITNESS WHEREOF, MOBIL CORPORATION has caused
this instrument to be signed by its duly authorized officers
and has caused a facsimile of its corporate seal to be
affixed hereunto or imprinted hereon.
MOBIL CORPORATION
By ___________________________
Treasurer
Dated:
Attest:
____________________________
REVERSE OF SECURITY
This Note is one of a duly authorized issue of
Medium-Term Notes having maturities more than nine months
from the date of issue (the "Notes") of the Issuer. The
Notes are issuable under an indenture dated as of February
1, 1990, as amended, duly executed and delivered by the
Issuer and Mobil to First Trust of Illinois, Trustee (herein
called the "Indenture Trustee"), to which indenture and all
indentures supplemental thereto (herein called the
"Indenture") reference is hereby made for a statement of the
respective rights, limitations of rights, duties and
immunities of the Issuer, Mobil, the Indenture Trustee and
holders of the Notes and the terms upon which the Notes are,
and are to be, authenticated and delivered. This Note is
one of a series designated as the Medium-Term Notes of the
Mobil Oil Corporation Employee Stock Ownership Plan Trust
(the "ESOP Trust"). The Issuer has appointed First Trust of
Illinois at its corporate trust office in Chicago, Illinois
as the paying agent (the "Paying Agent," which term includes
any additional or successor Paying Agent appointed by the
Issuer) with respect to the Notes. The terms of individual
Notes may vary with respect to interest rates, interest rate
formulas, issue dates, maturity dates, or otherwise, all as
provided in the Indenture. To the extent not inconsistent
herewith, the terms of the Indenture are hereby incorporated
by reference herein.
This Note will not be subject to any sinking fund
and, unless otherwise provided on the face hereof in
accordance with the provisions of the following paragraphs,
will not be redeemable or subject to repayment at the option
of the holder prior to maturity.
If so indicated on the face of this Note, this
Note may be redeemed in whole or in part at the option of
the Issuer on or after the Initial Redemption Date specified
on the face hereof on the terms set forth on the face
hereof, together with interest accrued and unpaid hereon to
the date of redemption (except as provided below). If this
Note is subject to "Annual Redemption Percentage Reduction,"
the Initial Redemption Percentage indicated on the face
hereof will be reduced on each anniversary of the Initial
Redemption Date by the Annual Redemption Percentage
Reduction specified on the face hereof until the redemption
price of this Note is 100% of the principal amount hereof,
together with interest accrued and unpaid hereon to the date
of redemption (except as provided below). Notice of
redemption shall be mailed to the registered holders of the
Notes designated for redemption at their addresses as the
same shall appear on the Note register not less than 30 nor
more than 60 days prior to the date fixed for redemption,
subject to all the conditions and provisions of the
Indenture. In the event of redemption of this Note in part
only, a new Note or Notes for the amount of the unredeemed
portion hereof shall be issued in the name of the holder
hereof upon the cancellation hereof.
If this Note is subject to Optional Redemption,
this Note will be redeemable in whole or in part, at the
option of the Issuer at any time, at a redemption price
equal to the greater of (i) 100% of the principal amount
being redeemed or (ii) the sum of the present values of the
remaining scheduled payments of principal and interest
thereon discounted to the date of redemption on a semiannual
basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Yield plus the Spread indicated on
the face hereof, plus in each case accrued interest to the
date of redemption (the Optional Redemption Date ).
Treasury Yield means, with respect to any
Optional Redemption Date, the rate per annum equal to the
semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such redemption
date.
Comparable Treasury Issue means the United
States Treasury security selected and designated to the
Issuer in writing by an Independent Investment Banker as
having a maturity comparable to the remaining term of the
Notes that would be utilized, at the time of selection and
in accordance with customary financial practice, in pricing
new issues of corporate debt securities of comparable
maturity to the remaining term of this Note. Independent
Investment Banker means one of the Reference Treasury
Dealers (or, if no such firm is willing and able to select
the Comparable Treasury Issue, an independent investment
banking institution of national standing) appointed by the
Indenture Trustee after consultation with the Issuer.
Comparable Treasury Price means, with respect to
any Optional Redemption Date: (i) the average of the bid and
asked prices for the Comparable Treasury Issue (expressed in
each case as a percentage of its principal amount) on the
third business day preceding such Optional Redemption Date,
as set forth in the daily statistical release (or any
successor release) published by the Federal Reserve Bank of
New York and designated Composite 3:30 p.m. Quotations for
U.S. Government Securities or (ii) if such release (or any
successor release) is not published or does not contain such
prices on such business day, (A) the average of the
Reference Treasury Dealer Quotations for such Optional
Redemption Date, after excluding the highest and lowest such
Reference Treasury Dealer Quotations, or (B) if the
Indenture Trustee obtains fewer than four Reference Treasury
Dealer Quotations, the average of all such Quotations.
Reference Treasury Dealer Quotations means, with respect
to each Reference Treasury Dealer and any Optional
Redemption Date, the average, as determined by the Indenture
Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of
its principal amount) quoted in writing to the Indenture
Trustee by such Reference Treasury Dealer at 5:00 p.m. on
the third business day preceding such Optional Redemption
Date.
Reference Treasury Dealer means each of Morgan
Stanley & Co. Incorporated, Goldman, Sachs & Company, J.P.
Morgan Securities, Incorporated and another Primary Treasury
Dealer (as defined herein) at the option of the Issuer,
provided, however, that if any of the foregoing shall cease
to be a primary U.S. Government securities dealer in New
York City (a Primary Treasury Dealer ), the Issuer shall
substitute therefor another Primary Treasury Dealer.
Holders of Notes to be redeemed will receive
notice thereof by first-class mail at least 30 and not more
than 60 days prior to the date fixed for redemption.
If less than all the Notes are to be redeemed, the
Trustee will select Notes for redemption pro rata or by lot
or by such other method as the Indenture Trustee shall deem
fair and appropriate. If any Note is to be redeemed in part
only, a new Note or Notes in principal amount equal to the
unredeemed principal portion thereof will be issued.
Notwithstanding the foregoing, this Note may be
redeemed in accordance with the terms of any Extension
Notice, as defined below, sent to the holder hereof as
described below.
If so indicated on the face of this Note, this
Note will be subject to repayment at the option of the
holder on the Optional Repayment Date or Dates specified on
the face hereof on the terms set forth herein. On any
Optional Repayment Date, this Note will be repayable in
whole or in part in increments of $1,000 or, if this Note is
denominated in a Specified Currency other than U.S. dollars,
in increments of 1,000 units of such Specified Currency
(provided that any remaining principal amount hereof shall
not be less than the minimum authorized denomination hereof)
at the option of the holder hereof at a price equal to 100%
of the principal amount to be repaid, together with interest
accrued and unpaid hereon to the date of repayment (except
as provided below). For this Note to be repaid at the
option of the holder hereof, the Paying Agent must receive
at its corporate trust office in Chicago, Illinois, or at
its agency in the Borough of Manhattan, The City of New
York, at least 15 but not more than 30 days prior to the
date of repayment, (i) this Note with the form entitled
"Option to Elect Repayment" below duly completed or (ii) a
telegram, telex, facsimile transmission or a letter from a
member of a national securities exchange or the National
Association of Securities Dealers, Inc. or a commercial bank
or a trust company in the United States setting forth the
name of the holder of this Note, the principal amount
hereof, the certificate number of this Note or a description
of this Note's tenor and terms, the principal amount hereof
to be repaid, a statement that the option to elect repayment
is being exercised thereby and a guarantee that this Note,
together with the form entitled "Option to Elect Repayment"
duly completed, will be received by the Paying Agent not
later than the fifth Business Day after the date of such
telegram, telex, facsimile transmission or letter; provided
that such telegram, telex, facsimile transmission or letter
shall only be effective if this Note and form duly completed
are received by the Paying Agent by such fifth Business Day.
Effective exercise of such repayment option by the holder
hereof shall be irrevocable. In the event of repayment of
this Note in part only, a new Note or Notes for the amount
of the unpaid portion hereof shall be issued in the name of
the holder hereof upon the cancellation hereof.
If so indicated on the face of this Note, the
Issuer has the option to extend the Original Maturity Date
hereof for one or more periods of one or more whole years
(each an "Extension Period") up to but not beyond the Final
Maturity Date specified on the face hereof and in connection
therewith to establish a new interest rate and new
redemption provisions for the Extension Period.
The Issuer may exercise such option by notifying
the Paying Agent of such exercise at least 45 but not more
than 60 days prior to the Original Maturity Date or, if the
maturity hereof has already been extended, prior to the
maturity date then in effect (an "Extended Maturity Date"),
such notice to be accompanied by the form of the Extension
Notice referred to below. No later than 38 days prior to
the Original Maturity Date or an Extended Maturity Date, as
the case may be (each, a "Maturity Date"), the Paying Agent
will mail to the holder hereof a notice (the "Extension
Notice") relating to such Extension Period, first class
mail, postage prepaid, setting forth (a) the election of the
Issuer to extend the maturity of this Note; (b) the new
Extended Maturity Date; (c) the interest rate applicable to
the Extension Period; and (d) the provisions, if any, for
redemption during the Extension Period, including the date
or dates on which, the period or periods during which and
the price or prices at which such redemption may occur
during the Extension Period. Upon the mailing by the Paying
Agent of an Extension Notice to the holder of this Note, the
maturity hereof shall be extended automatically, and, except
as modified by the Extension Notice and as described in the
next paragraph, this Note will have the same terms it had
prior to the mailing of such Extension Notice.
Notwithstanding the foregoing, not later than
10:00 A.M., New York City time, on the twentieth calendar
day prior to the Maturity Date in effect immediately
preceding the mailing of the applicable Extension Notice (or
if such day is not a Business Day, not later than 10:00
A.M., New York City time, on the immediately succeeding
Business Day), the Issuer may, at its option, revoke the
interest rate provided for in such Extension Notice and
establish a higher interest rate for the Extension Period by
causing the Paying Agent to send notice of such higher
interest rate to the holder of this Note by first class
mail, postage prepaid, or by such other means as shall be
agreed between the Issuer and the Paying Agent. Such notice
shall be irrevocable. All Notes with respect to which the
Maturity Date is extended in accordance with an Extension
Notice will bear such higher interest rate for the Extension
Period, whether or not tendered for repayment.
If the Issuer elects to extend the maturity
hereof, the holder of this Note will have the option to
require the Issuer to repay this Note on the Maturity Date
in effect immediately preceding the mailing of the
applicable Extension Notice at a price equal to the
principal amount hereof plus any accrued and unpaid interest
to such date. In order for this Note to be so repaid on
such Maturity Date, the holder hereof must follow the
procedures set forth above for optional repayment, except
that the period for delivery of this Note or notification to
the Paying Agent shall be at least 25 but not more than 35
days prior to the Maturity Date in effect immediately
preceding the mailing of the applicable Extension Notice and
except that if the holder hereof has tendered this Note for
repayment pursuant to this paragraph he may, by written
notice to the Paying Agent, revoke any such tender for
repayment until 3:00 P.M., New York City time, on the
twentieth calendar day prior to the Maturity Date then in
effect (or, if such day is not a Business Day, until 3:00
P.M., New York City time, on the immediately succeeding
Business Day).
Interest payments on this Note will include
interest accrued to but excluding the Interest Payment Dates
or the Maturity Date (or any earlier redemption or repayment
date), as the case may be. Unless otherwise specified on
the face hereof, interest payments for this Note will be
computed and paid on the basis of a 360-day year of twelve
30-day months.
In the case where the Interest Payment Date or the
Maturity Date (or any redemption or repayment date) does not
fall on a Business Day, payment of interest, premium, if
notice thereof by first-class mail at least 30 and not more
than 60 days prior to the date fixed for redemption.
If less than all the Notes are to be redeemed, the
Trustee will select Notes for redemption pro rata or by lot
or by such other method as the Indenture Trustee shall deem
fair and appropriate. If any Note is to be redeemed in part
or the Maturity Date (or any
redemption or repayment date) to such next succeeding
Business Day.
This Note, and any Note or Notes issued upon
transfer or exchange hereof, is issuable only in fully
registered form, without coupons, and, if denominated in
U.S. dollars, is issuable only in denominations of U.S.
$1,000 and any integral multiple of U.S. $1,000 in excess
thereof. If this Note is denominated in a Specified
Currency other than U.S. dollars, then, unless a higher
minimum denomination is required by applicable law, it is
issuable only in denominations of the equivalent of U.S.
$1,000 (rounded to an integral multiple of 1,000 units of
such Specified Currency), or any amount in excess thereof
which is an integral multiple of 1,000 units of such
Specified Currency, as determined by reference to the noon
dollar buying rate in New York City for cable transfers of
such Specified Currency published by the Federal Reserve
Bank of New York (the "Market Exchange Rate") on the
Business Day immediately preceding the date of issuance;
provided, however, in the case of ECUs, the Market Exchange
Rate shall be the rate of exchange determined by the
Commission of the European Communities (or any successor
thereto) as published in the Official Journal of the
European Communities, or any successor publication, on the
Business Day immediately preceding the date of issuance.
The Indenture Trustee has been appointed registrar
for the Notes, and the Indenture Trustee will maintain at
its office in Chicago, Illinois a register for the
registration and transfer of Notes. This Note may be
transferred at the aforesaid office of the Indenture Trustee
by surrendering this Note for cancellation, accompanied by a
written instrument of transfer in form satisfactory to the
Indenture Trustee and duly executed by the registered holder
hereof in person or by the holder's attorney duly authorized
in writing, and thereupon the Indenture Trustee shall issue
in the name of the transferee or transferees, in exchange
herefor, a new Note or Notes having identical terms and
provisions and having a like aggregate principal amount in
authorized denominations, subject to the terms and
conditions set forth herein; provided, however, that the
Indenture Trustee will not be required (i) to register the
transfer of or exchange any Note that has been called for
redemption in whole or in part, except the unredeemed
portion of Notes being redeemed in part, (ii) to register
the transfer of or exchange any Note if the holder thereof
has exercised his right, if any, to require the Issuer to
repurchase such Note in whole or in part, except the portion
of such Note not required to be repurchased, or (iii) to
register the transfer of or exchange Notes to the extent and
during the period so provided in the Indenture with respect
to the redemption of Notes. Notes are exchangeable at said
office for other Notes of other authorized denominations of
equal aggregate principal amount having identical terms and
provisions. All such exchanges and transfers of Notes will
be free of charge, but the Issuer may require payment of a
sum sufficient to cover any tax or other governmental charge
in connection therewith. All Notes surrendered for exchange
shall be accompanied by a written instrument of transfer in
form satisfactory to the Indenture Trustee and executed by
the registered holder in person or by the holder's attorney
duly authorized in writing. The date of registration of any
Note delivered upon any exchange or transfer of Notes shall
be determined by the Issuer and shall be such that no gain
or loss of interest results from such exchange or transfer.
In case any Note shall at any time become
mutilated, defaced or be destroyed, lost or stolen and such
Note or evidence of the loss, theft or destruction thereof
(together with the indemnity hereinafter referred to and
such other documents or proof as may be required in the
premises) shall be delivered to the Indenture Trustee, a new
Note of like tenor will be issued by the Issuer in exchange
for the Note so mutilated or defaced, or in lieu of the Note
so destroyed or lost or stolen, but, in the case of any
destroyed or lost or stolen Note, only upon receipt of
evidence satisfactory to the Indenture Trustee and the
Issuer that such Note was destroyed or lost or stolen and,
if required, upon receipt also of indemnity satisfactory to
each of them. All expenses and reasonable charges
associated with procuring such indemnity and with the
preparation, authentication and delivery of a new Note shall
be borne by the holder of the Note mutilated, defaced,
destroyed, lost or stolen.
The Indenture provides that if an Event of
Default, as defined in the Indenture, shall occur and be
continuing with respect to any series of debt securities
issued under the Indenture, including the series of
Medium-Term Notes of which this Note forms a part, the
Indenture Trustee or the holders of not less than 25% in
aggregate principal amount of the debt securities then
outstanding of the series may declare the principal of, and
the premium, if any, on such series to be due and payable,
together with interest accrued thereon. Any Event of
Default with respect to a particular series of debt
securities may be waived by the holders of a majority in
aggregate principal amount of the outstanding debt
securities of the series affected, except in each case a
failure to pay the principal of, or premium, if any, or
interest on, such debt securities.
If the face hereof indicates that this Note is
subject to "Modified Payment upon Acceleration," then (i) if
the principal hereof is declared to be due and payable as
described in the preceding paragraph, the amount of
principal due and payable with respect to this Note shall be
limited to the aggregate principal amount hereof multiplied
by the sum of the Issue Price specified on the face hereof
(expressed as a percentage of the aggregate principal
amount) plus the original issue discount amortized from the
Interest Accrual Date to the date of declaration, which
amortization shall be calculated using the "interest method"
(computed in accordance with generally accepted accounting
principles in effect on the date of declaration), (ii) for
the purpose of any vote of security holders taken pursuant
to the Indenture prior to the acceleration of payment of
this Note, the principal amount hereof shall equal the
amount that would be due and payable hereon, calculated as
set forth in clause (I) above, if this Note were declared to
be due and payable on the date of any such vote and (iii)
for the purpose of any vote of security holders taken
pursuant to the Indenture following the acceleration of
payment of this Note, the principal amount hereof shall
equal the amount of principal due and payable with respect
to this Note, calculated as set forth in clause (I) above.
The Indenture contains provisions permitting the
Issuer, Mobil and the Indenture Trustee, with the consent of
the holders of not less than a majority in aggregate
principal amount of the debt securities at the time
outstanding of all series to be affected (or not less than a
majority in aggregate principal amount of any series
affected in case one or more but not all of the series are
affected) evidenced as in the Indenture provided, to execute
supplemental indentures adding any provisions to or changing
in any manner or eliminating any of the provisions of the
Indenture or of any supplemental indenture or modifying in
any manner the rights of the holders of the securities of
each such series; provided, however, that no such
supplemental indenture shall (i) change the fixed maturity
of any debt security, or change the rate of or change the
time of payment of any interest thereon, or change the
principal amount thereof or any premium thereon, or make the
principal thereof or any interest or premium thereon payable
in any coin or currency other than that hereinbefore
provided, without the consent of the holder of each debt
security so affected, or (ii) reduce the aforesaid
percentage of debt securities, the holders of which are
required to consent to any such supplemental indenture,
without the consent of the holder of each debt security
affected.
No reference herein to the Indenture and no
provision of this Note or of the Indenture shall alter or
impair the obligation of the Issuer, which is absolute and
unconditional, to pay the principal of and any premium and
interest on this Note at the place, at the respective times,
at the rate and in the coin or currency herein prescribed,
provided, however, that the recourse of the holder of this
Note against the assets of the Issuer (but not against
Mobil) is substantially limited as set forth in Section
11.12 of the Indenture.
Except as set forth below, if the principal of,
premium, if any, or interest on, this Note is payable in a
Specified Currency other than U.S. dollars and such
Specified Currency is not available to the Issuer for making
payments hereon due to the imposition of exchange controls
or other circumstances beyond the control of the Issuer or
is no longer used by the government of the country issuing
such currency or for the settlement of transactions by
public institutions within the international banking
community, then the Issuer will be entitled to satisfy its
obligations to the holder of this Note by making such
payments in U.S. dollars on the basis of the Market Exchange
Rate on the date of such payment or, if the Market Exchange
Rate is not available on such date, as of the most recent
practicable date. Any payment made under such circumstances
in U.S. dollars where the required payment is in a Specified
Currency other than U.S. dollars will not constitute an
Event of Default.
If payment in respect of this Note is required to
be made in ECUs and ECUs are unavailable due to the
imposition of exchange controls or other circumstances
beyond the Issuer's control or are no longer used in the
European Monetary System, then all payments in respect of
this Note shall be made in U.S. dollars until ECUs are again
available or so used. The amount of each payment in U.S.
dollars shall be computed on the basis of the equivalent of
the ECU in U.S. dollars, determined as described below, as
of the second Business Day prior to the date on which such
payment is due.
The equivalent of the ECU in U.S. dollars as of
any date shall be determined by the Issuer or its agent on
the following basis. The component currencies of the ECU
for this purpose (the "Components") shall be the currency
amounts that were components of the ECU as of the last date
on which the ECU was used in the European Monetary System.
The equivalent of the ECU in U.S. dollars shall be
calculated by aggregating the U.S. dollar equivalents of the
Components. The U.S. dollar equivalent of each of the
Components shall be determined by the Issuer or such agent
on the basis of the most recently available Market Exchange
Rates for such Components.
If the official unit of any Component is altered
by way of combination or subdivision, the number of units of
that currency as a Component shall be divided or multiplied
in the same proportion. If two or more Components are
consolidated into a single currency, the amounts of those
currencies as Components shall be replaced by an amount in
such single currency equal to the sum of the appropriate
amounts of the consolidated component currencies expressed
in such single currency. If any Component is divided into
two or more currencies, the amount of the original component
currency shall be replaced by the appropriate amounts of
such two or more currencies, the sum of which shall be equal
to the amount of the original component currency.
All determinations referred to above made by the
Issuer or its agent shall be at its sole discretion and
shall, in the absence of manifest error, be conclusive to
the extent permitted by law for all purposes and binding on
the holder of this Note.
So long as this Note shall be outstanding, the
Issuer will cause to be maintained an office or agency for
the payment of the principal of and premium, if any, and
interest on this Note as herein provided in the Borough of
Manhattan, The City of New York, and an office or agency in
said Borough of Manhattan for the registration, transfer and
exchange as aforesaid of the Notes. The Issuer may
designate other agencies for the payment of said principal,
premium and interest at such place or places (subject to
applicable laws and regulations) as the Issuer may decide.
So long as there shall be such an agency, the Issuer shall
keep the Indenture Trustee advised of the names and
locations of such agencies, if any are so designated.
With respect to moneys paid by the Issuer and held
by the Indenture Trustee or any Paying Agent for payment of
the principal of or interest or premium, if any, on any
Notes that remain unclaimed at the end of two years after
such principal, interest or premium shall have become due
and payable (whether at maturity or upon call for redemption
or otherwise), (i) the Indenture Trustee or such Paying
Agent shall notify the holders of such Notes that such
moneys shall be repaid to the Issuer and any person claiming
such moneys shall thereafter look only to the Issuer for
payment thereof and (ii) such moneys shall, upon request, be
so repaid to the Issuer. Upon such repayment all liability
of the Indenture Trustee or such Paying Agent with respect
to such moneys shall thereupon cease, without, however,
limiting in any way any obligation that the Issuer may have
to pay the principal of or interest or premium, if any, on
this Note as the same shall become due.
Prior to due presentment of this Note for
registration of transfer, the Issuer, Mobil, the Indenture
Trustee and any agent of the Issuer , Mobil, or the
Indenture Trustee may treat the holder in whose name this
Note is registered as the owner hereof for all purposes,
whether or not this Note be overdue, and none of the Issuer,
Mobil, the Indenture Trustee or any such agent shall be
affected by notice to the contrary.
Bankers Trust Company (the "ESOP Trustee") is
executing this Note solely in its capacity as trustee of the
ESOP Trust, with the concurrence of Mobil. Neither the ESOP
Trustee nor any director, officer, employee or stockholder,
as such of the ESOP Trustee or of Mobil shall have any
liability for any obligation of the Issuer or Mobil under
this Note, the Guaranty endorsed hereon or the Indenture or
for any claim based on, or in respect of or by reason of
such obligations or their creation. Each holder by
accepting this Note waives and releases all such liability.
The waiver and release are part of the consideration for the
issue of this Note and the Guaranty endorsed hereon.
This Note shall for all purposes be governed by,
and construed in accordance with, the laws of the State of
New York.
All terms used in this Note which are defined in
the Indenture and not otherwise defined herein shall have
the meanings assigned to them in the Indenture.
ABBREVIATIONS
The following abbreviations, when used in the
inscription on the face of this instrument, shall be
construed as though they were written out in full according
to applicable laws or regulations:
TEN COM-as tenants in common
TEN ENT-as tenants by the entireties
JT TEN-as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT-.............Custodian..............
(Cust) (Minor)
Under Uniform Gifts to Minors Act......................
(State)
Additional abbreviations may also be used though
not in the above list.
_________________
FOR VALUE RECEIVED, the undersigned hereby
sell(s), assign(s) and transfer(s) unto
[PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE]
[PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING ZIP CODE,
OF ASSIGNEE]
the within Note and all rights thereunder, hereby
irrevocably
constituting and appointing such person attorney to transfer
such note on the books of the Issuer, with full power of
substitution in the premises.
Dated:_____________________
NOTICE: The signature to this assignment must correspond
with the name as written upon the face of the
within Note in every particular without alteration
or enlargement or any change whatsoever.
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and
instructs the Issuer to repay the within Note (or portion
thereof specified below) pursuant to its terms at a price
equal to the principal amount thereof, together with
interest to the Optional Repayment Date, to the undersigned
at
____________________________________________________________
____________________________________________________________
____________________________________________________________
____________________________________________________________
(Please print or typewrite name,
address and telephone number of the undersigned,
and name of contact person, if any)
If less than the entire principal amount of the within Note
is to be repaid, specify the portion thereof which the
holder elects to have repaid: __________________; and
specify the denomination or denominations (which shall not
be less than the minimum authorized denomination) of the
Notes to be issued to the holder for the portion of the
within Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion
not being repaid):
____________________________.
Dated:_____________ ___________________________________
NOTICE: The signature on this
Option to Elect Repayment must
correspond with the name as written
upon the face of the within
instrument in every particular
without alteration or enlargement.