Case No. 02-MK-1413 (MSK)

JOHN SCOTT HORNAFIUS and JOEL H . MANESS,individually and on behalf of all others similarly situated,

Plaintiffs,

vs .

EXXON MOBIL CORPORATION; MOBIL CORPORATIONEMPLOYEE SEVERANCE PLAN; JAN MADIGAN; CHRISO'FLINN; TOM HARRISON; ROD LEIS

Defendants .

UNITED STATES DISTRICT COURTDISTRICT OF COLORADO

SECOND AMENDED CLASS ACTION COMPLAINT

Plaintiffs John Scott Hornafius ("Hornafius"), and Joel H . Maness ("Maness" and

together with Hornafius, "Plaintiffs"), by and through their undersigned attorneys, on behalf of

themselves all others similarly situated, allege the following upon personal knowledge as to their

own acts, and upon information and belief as to all other matters :

I .

INTRODUCTION

1 . This is a class action, alleging that Defendant Exxon Mobil Corporation

("ExxonMobil" or the "Company") violated the Employee Retirement Income Security Act of

1974 ("ERISA"), 29 U .S .C . et seq ., entitling Plaintiffs and others similarly situated to the relief

herein pursuant to ERISA § 502, 29 U.S .C. § 1132. Plaintiffs assert their claims on behalf of

themselves and all persons, other than defendants and their affiliates, employed by the Mobil

Corporation ("Mobil") in 1999, whose employment was terminated either without "Cause" or for

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"Good Reason" between November 30, 1999 and November 30, 2001 and to whom ExxonMobil

improperly denied severance benefits in violation of the express terms of the Mobil Corporation

Employee Severance Plan ("Severance Plan" or "Plan") .

2 . This case concerns the refusal of ExxonMobil, which acquired and merged with

Mobil, to honor the terms of Mobil's Severance Plan, and its failure to adhere to its fiduciary

obligations under ERISA . ExxonMobil, in an effort to retain talented Mobil employees,

routinely, as a matter of tacit or express Company policy, improperly and capriciously rejected

claims of persons whom ExxonMobil ranked in the top 40% of Mobil employees . ExxonMobil's

tacit or express policy was intended to prompt those employees targeted to continue their service

to ExxonMobil after the merger of Mobil and Exxon.

3 . The Federal Trade Commission approved the merger of Exxon and Mobil (the

"Merger") on November 30, 1999 . Thereafter, ExxonMobil set to the task of integrating their

operations. As stated in the Mobil Corporation Employee Severance Plan Summary (the

"Summary"), the purpose of the Plan was to compensate Mobil employees whose employment is

terminated for "Good Reason" following a "Change of Control", as those terms are defined by

the Severance Plan. Unbeknownst to employees, ExxonMobil assigned to each employee

eligible for the Plan ("Eligible Employee") an employee ranking, designating the desirability of

retaining each Eligible Employee following the Merger . ExxonMobil ranked each Eligible

Employee in quintiles .

4 . Rather than fairly and equitably administer the Plan based on its plain terms and

adhere to the Company's fiduciary duties under ERISA, ExxonMobil tacitly and/or expressly

adopted a policy routinely to refuse severance benefits to any Eligible Employee whom it placed

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in one of the top two quintiles . Thus, all Eligible Employees in the top two quintiles who sought

benefits pursuant to the Severance Plan and were improperly denied, regardless of whether they

terminated their employment with ExxonMobil, were damaged by ExxonMobil's purposeful

breach of the terms of the Severance Plan and its breach of fiduciary duty in administering the

Severance Plan .

5 . For example, within two years of the Merger, ExxonMobil demanded that

Plaintiff Hornafius and members of the "50 Mile Sub-Class" relocate their "principal place of

employment" to a location more than fifty (50) miles from their current principal place of

employment . Hornafius and members of the 50 Mile Sub-Class either refused to relocate and

their employment was terminated or relocated only because ExxonMobil informed them

incorrectly that they were not entitled to benefits under the Plan . The relevant Severance Plan

provided that an Eligible Employee was entitled to severance benefits if ExxonMobil relocated

his "principal place of employment to a location more than fifty (50) Miles from the Eligible

Employee's principal place of employment immediately prior to" the Merger . Despite the

explicit provisions of the Plan, ExxonMobil adopted a manifestly arbitrary, capricious, and

illegal interpretation of the Severance Plan to avoid paying severance benefits to Plaintiff and the

Class Members .

6 . By way of further example, Plaintiffs Maness and members of the "Diminution

Sub-Class" were offered positions with ExxonMobil with "duties in the aggregate that are

inconsistent with the Eligible Employee's level of responsibility immediately prior to" the

Merger. The Plan continued that "any diminution in the nature or status of the Eligible

Employee's responsibilities from those in effect immediately prior to" the Merger was similarly

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a event triggering the payment of benefits under the Plan . Within two years of the Merger,

ExxonMobil offered Maness and the members of the Diminution Sub-Class positions with

ExxonMobil with accompanying duties that were inconsistent with the level of the Sub-Class

members' responsibilities, both in nature and status, immediately prior to the Merger . Once

again, despite the explicit provisions of the Plan, ExxonMobil adopted a manifestly arbitrary,

capricious, and illegal interpretation of the Severance Plan to avoid paying severance benefits to

Plaintiffs and members of the Class .

7. Following their termination from ExxonMobil, each Plaintiff separately sought

benefits under the Plan by filing their respective formal claims with ExxonMobil . Upon

receiving rejection notifications, each Plaintiffs appealed the adverse ruling they received on the

basis that his termination was covered by the very terms of the Severance Plan and that he was,

therefore, entitled to benefits thereunder .

8 . ExxonMobil has similarly improperly refused to pay severance benefits to

members of the Class - Eligible Employees who sought benefits based on the express terms of

the Plan and to whom ExxonMobil improperly refused those benefits .

9 . ExxonMobil's refusal to honor the unambiguous terms of the Severance Plan as to

Plaintiffs and members of the Class in the manner set forth in the preceding paragraphs

constitutes a violation of the Severance Plan, actionable under ERISA, and amounts to a

violation of the fiduciary obligations owed under ERISA.

II . JURISDICTION AND VENUE

10 .

The claims herein arise under ERISA, 29 U .S.C. 1001 et seq .

11 .

Jurisdiction is based on 28 U .S.C. § 1331 and ERISA, § 502, 29 U .S.C . § 1132 .

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12. This Court has subject matter jurisdiction over the action on the basis of the

federal questions presented in this action, and has personal jurisdiction over ExxonMobil, which

is authorized to conduct business in the State of Colorado .

13 . This Court is a proper venue for this action given that the Defendant is authorized

to conduct business in the State of Colorado, Defendant conducts a substantial amount of

business in Colorado and it is the chosen forum of the Plaintiff .

III. THE PARTIES AND MOBIL

14. Plaintiff Hornafius is an individual who is presently a resident of Englewood,

Colorado . He was a beneficiary of the Severance Plan, entitled to receive, but improperly

denied, severance benefits from ExxonMobil as a result of his termination from ExxonMobil for

other than Cause under the Severance Plan within two years following the Merger .

15 . Plaintiff Maness is an individual who is presently a resident of Newtown Square,

Pennsylvania. He was a beneficiary of the Plan, entitled to receive, but improperly denied,

severance benefits from ExxonMobil as a result of the termination of his employment with

ExxonMobil for Good Reason under the Severance Plan within two years following the Merger .

16. Mobil was a national company, operating as a parent for such subsidiaries as

Mobil Oil Corporation, Mobil Business Resources Corporation, Mobil Exploration & Producing

U.S ., Inc., Mobil Exploration and Producing Services, Inc ., Mobil Pipe Line Company, Mobil

Overseas Services, Inc ., Mobil Sales and Supply Corporation and Mobil Technology Company .

Mobil employed approximately 123,000 employees in November of 1999 when the Federal

Trade Commission approved Mobil's merger into Exxon . Within two years of the Merger, the

surviving corporation, ExxonMobil, requested that the Plaintiff and the members of the Class

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relocate to a location in excess of fifty (50) miles from their principal place of employment . As a

direct result of Plaintiff and Class member's refusal to move to such distant locations, their

employment was terminated . However, in violation of the Plan, ExxonMobil refused to provide

the contractual severance benefits .

17 . Defendant ExxonMobil, the surviving corporation, is an international

conglomerate, which owns, operates and controls numerous subsidiaries throughout the United

States . ExxonMobil has several divisions and hundreds of affiliates, many with names that

include ExxonMobil, Exxon, Esso or Mobil . For the purposes of simplicity, ExxonMobil and all

of its subsidiaries and affiliates shall be referred to herein as "ExxonMobil ." ExxonMobil

headquarters are located at 5959 Las Colinas Boulevard, Irving, Texas 75039 . ExxonMobil is

incorporated under the laws of the State of New Jersey . ExxonMobil is authorized to do

business in the State of Colorado and conducts a significant amount of business within Colorado .

18 . In accordance with the Merger, ExxonMobil is obligated to, and does in fact,

control the implementation, policies and practices employed in accordance with the Severance

Plan. Through the exercise of this control, ExxonMobil has the power to grant or deny severance

benefits to plan participants . Thus, ExxonMobil is a fiduciary under ERISA to the Plaintiff and

Class Members as participants of the Employee Benefit Plan .

19 . ExxonMobil is a publicly traded petroleum and lubrication company. As a result,

its primary goal is to maximize profits for itself and its shareholders . It has thereby structured its

business and business practices around the goal of increasing profits and reducing costs . The

Company's profit-oriented approach has proven highly successful . In 2000 ExxonMobil

announced that its year-end revenues exceeded $232 billion, nearly a thirty (30) percent increase

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from the previous year. Unfortunately for its plan beneficiaries, ExxonMobil has placed its own

financial interests ahead of the interests of its fiduciaries by summarily denying severance

benefits to a substantial number of former employees of Mobil, in violation of ERISA .

20 .

Defendant Mobil Corporation Employee Severance Plan is the ERISA governed

severance plan assumed by Defendant ExxonMobil in conjunction with the Merger .

21 .

The following individual Defendants are collectively Administrator Defendants :

(a) Jan Madigan is the Plan Administrator . Madigan's position is also referred to

as Global Compensation/Benefits and U .S. Services Manager of ExxonMobil . As the

Plan Administrator, Madigan was responsible for the administration of the Severance

Plan, overseeing initial claim and rendering decisions on appeals from denials of claims

for benefits ;

(b) Madigan temporarily designated to Defendant Chris O'Flinn the responsibility

of deciding appeals from denials of claims. O'Flinn decided such appeals from

approximately December of 1999 through February of 2000 ; and

(c) Madigan then delegated responsibility for appeals involving the Severance

Plan to Defendant Tom Harrison, under the title Assistant Administrator-Benefits .

Harrison held this position until May of 2000, when he was replaced by Rod Leis .

IV. CLASS ACTION ALLEGATIONS

22.

Plaintiffs bring this action on their own behalf and, pursuant to Rules 23(a) and

(b)(3) of the Federal Rules of Civil Procedure, as a class action on behalf of all Eligible

Employees, Plan beneficiaries, to whom ExxonMobil improperly denied benefits otherwise

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payable under the Plan pursuant to an implicit or express policy routinely to deny severance

benefits under the Plan to a particular class or classes of beneficiaries .

23 . Plaintiff Hornafius represents a sub-class of Eligible Employees improperly

denied severance benefits otherwise payable under the Plan for being forced to or refusing to

relocate more than fifty (50) miles from their principal place of employment immediately prior to

the Merger (the "50-Mile Sub-Class") .

24 . Plaintiff Maness represents a sub-class of persons improperly denied severance

benefits under the Plan for ultimately refusing, within two years of the Merger, positions with

ExxonMobil with duties inconsistent in the aggregate with their respective levels of

responsibility immediately prior to the Merger or any diminution in the nature or status of their

responsibilities from those in effect immediately prior to the Merger (the "Diminution Sub-

Class") .

25 . According to the sworn testimony of Rod Leis, currently the U.S . Human

Resources ("H.R.") Services Manager for ExxonMobil and previously H .R. transition manager

for the merger of Exxon and Mobil, a staff of ExxonMobil H .R. personnel denied and received

appeals on hundreds of claims, similar to Plaintiffs', arising from improper denial of benefits

under the Plan . Upon information and belief, following the merger of Exxon and Mobil,

ExxonMobil improperly denied severance benefits to several hundred participants in the Plan .

Accordingly, because of the size of the class and the geographical dispersion of class members,

the class is so numerous that joinder of all members is impracticable .

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26 . Common questions of law and fact exist as to all Class Members in that

Defendant ExxonMobil took a substantially similar arbitrary and capricious position with respect

to its denial of each Class Member's severance benefits .

27 .

Among the questions of law and fact common to the Class are :

a. whether ExxonMobil tacitly or expressly implemented a policy routinely

and improperly to deny severance benefits otherwise payable under the Plan to a

particular class or classes of otherwise Eligible Employees ;

b .

whether ExxonMobil violated ERISA by refusing to honor the express and

implied terms of the Severance Plan ;

c .

whether ExxonMobil's denial of severance on the basis that the Plan

beneficiaries' principal place of employment was a locale in which they had never

worked, lived or paid taxes was arbitrary and capricious ; and

d .

whether ExxonMobil failed to adhere to its fiduciary obligations as the

administrator of the Severance Plan in violation of ERISA .

28 . Plaintiffs' claims are typical of the claims of the members of the Class and the

respective sub-classes they represent because, as a result of the conduct alleged herein,

ExxonMobil capriciously and improperly denied benefits, breaching the Severance Plan in

violation of ERISA and failing to adhere to its fiduciary obligations as the administrator of the

Severance Plan, as to both the Plaintiff and members of the Class .

29 . Plaintiffs will fairly and adequately protect the interests of the members of the

Class. Each Plaintiff is committed to the vigorous prosecution of this action, has retained

counsel competent and experienced in class and ERISA litigation and has no interest antagonistic

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to or in conflict with those of the Class . As such, the Plaintiff is an adequate Class

representative .

30 . The prosecution of separate actions by individual members of the class would

create a risk of inconsistent or varying adjudications with respect to individual members of the

class, which would establish incompatible standards of conduct for the party opposing the class .

31 . Questions of law and fact common to the members of the Class predominate over

any questions affecting only individual members in that ExxonMobil took a substantially similar

arbitrary, capricious, and improper position with respect to its denial of each Class Member's

severance benefits by tacitly or expressly implementing a policy arbitrarily, capriciously, and

improperly to deny benefits under the Plan to a particular class or classes of otherwise Eligible

Claimants .

32 . A class action is superior. to other available methods for the fair and efficient

adjudication of this controversy since the putative Class is so numerous that joinder of all

members is impracticable, common questions of law and fact predominate, Plaintiffs claims are

typical and the representative parties will fairly and adequately protect the interest of the Class .

Moreover, there will be no difficulty in the management of this action as a class action .

33. Alternatively, Plaintiffs seek class certification pursuant to Federal Rule of Civil

Procedure 23(b)(2) and (b)(3). Plaintiffs will bifurcate the declaratory phase of this case with the

damages phase. In the declaratory or liability phase of the case, Plaintiffs will prove they are

entitled to declaratory relief in the form of a determination that Defendants tacitly and/or

expressly adopted a policy routinely and improperly to refuse severance benefits to any Eligible

Employee in the top two performance quintiles . Having established a common course of

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conduct by Defendants, Plaintiffs will be entitled to shift their burden of proving that the denials

of severance benefits to each putative class member was arbitrary, capricious and improper, such

that Defendants will bear the burden in each case of disproving that they acted arbitrarily,

capriciously, and improperly . Plaintiffs will then seek damages for each Class member in the

second, damages phase, to the extent Defendants cannot sustain their burden of proving that they

did not act arbitrarily, capriciously, and improperly .

34 . Plaintiffs bring the action on their own behalf and as representatives of a class of

plaintiffs entitled to declaratory relief, resulting from Defendants' common course of improper

conduct. As set forth above in paragraphs 25 through 29, the Class satisfies the prerequisites of

Rule 23(a) of the Federal Rules of Civil Procedure . Further, Defendants have acted on grounds

generally applicable to the Class, thereby making appropriate final declaratory relief with respect

to the Class as a whole .

V. SUBSTANTIVE ALLEGATIONS

35 . In an effort to provide for, retain and, in some instances, recruit, valued

employees, Mobil adopted a Severance Plan governed by ERISA . As part of its obligation under

ERISA, Mobil disseminated to certain eligible individuals a package of information, including

the "Mobil Corporation Employee Severance Plan Summary" and the "Mobil Corporation

Employee Severance Plan" which purport to describe the material terms and conditions of the

benefits offered to employees in the event of severance . As alleged herein, ExxonMobil

breached the Severance Plan and violated its fiduciary duties owed under ERISA by denying

severance and failing to disclose material information to the Plaintiff and Class Members .

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I .

The Severance Plan

A.

Mobil Corporation Employee Severance Plan Summary

36 .

Mobil Corporation Employee Severance Plan Summary ("Summary") purports to

provide a condensed user-friendly version of the comprehensive Severance Plan .

37 .

The Highlights section of the Summary, which is unique to the Summary,

explains that the Plan seeks to achieve two primary objectives :

[T]o provide transition income to employees who lose their Mobilemployment after the Exxon Mobil merger or any other `change in control' ofMobil Corporation or any successor company, and

[T]o encourage employees to stay with the Company (Exxon Mobil andany of its affiliates of subsidiaries) through the time that their employment isterminated by the Company, whether that happens shortly after the change incontrol or at some later date within two years from the change in control .

38 . The Highlights section further provides that to qualify for severance an

employee's separation from service must occur after a change in control, and the employee must

be eligible .

39 . The Eligibility section of the Summary provides that the Plan will pay severance

benefits in the event of a "change of control ." A change of control occurs, inter alia, when

"there is a merger or similar consolidation with another corporation or business (such as the

proposed Exxon Mobil merger), in which Mobil stock holders retain less than 55% of the stock

of the combined company." With respect to the Exxon Mobil merger, the Summary further

provides "the change in control occurs after all regulatory and shareholder approvals are received

and the stock of Mobil is exchanged for 1 .32025 shares of Exxon Mobil stock for each Mobil

share."

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40 . Eligible employees entitled to severance in the event of a "change of control"

include, inter alia, employees "offered a job by the Company within two years after the change

in control, [who] decline it because it involves . . . a job move of at least 50 miles ."

41 . Unlike the Mobil Corporation Employee Severance Plan, the Summary makes no

mention of a job move from the principal place of employment . Rather, the Summary merely

provides that, upon a change of control, an employee who declines a position because it involves

"a job move of at least 50 miles" is entitled to severance benefits . While the Summary does

provide that it is designed to summarize the Severance Plan, which purportedly governs in the

event of inconsistency, the omission of the term "principal place of employment" from the

Summary is telling in that it evidenced Mobil's pre-Merger stance that an employee's physical

"job" location would constitute his or her principal place of employment . Therefore, in

accordance with such a logical interpretation, Mobil apparently concluded that it need not qualify

"a job move" in the Summary . ExxonMobil's subsequent position with respect to what

constitutes a "principal place of employment," however, contradicts its previous stance .

Moreover, to the extent that "principal place of employment" is given a strained and

unreasonable meaning by ExxonMobil, the Summary conflicts with the Plan.

42 . The Summary further provides that in the event that a Tier 1, Tier 2 or Tier 3

employee (as determined by range of salary) declines a position within two years of the change

of control because the new position offered involves "a job move of at least 50 miles," such

employee is entitled to a lump sum payment of his or her annual base salary, highest annual

incentive compensation in the three years prior to the change of control, and 3, 2 .5 or 2 times -

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depending on the Tier level - of the amount of the Company contributions to the employee's

Savings Plan Account .

43 . A Tier 4 employee - comprising the highest salary range - who declines a position

within two years of the change of control because the new position offered involves "a job move

of at least 50 miles" is entitled to a lump sum payment of "two times the amount of the Company

contributions to your Savings Plan Accounts for the calendar year prior to the change in control ."

Tier 4 employees are also entitled to "four weeks of pay for each year of service up to 104

weeks," defined as the sum of the annual base pay on the date employment ends, highest annual

variable pay award for any of the three years prior to the year of the change in control and most

recent Individual Pay Administration lump sum payment during the employee's last twelve (12)

months of employment .

44 . In addition, the Summary provides that employees who terminate employment

following a change of control because a new position offered involves a job move in excess of

fifty (50) miles are entitled to continuation of medical benefits for up to 24 months, depending

on length of employment, and outplacement services designed to assist former employees locate

new employment. Finally, Tier 1, Tier 2 and Tier 3 severed employees are entitled to be

provided and/or reimbursed for financial counseling and tax planning service .

45 . The Summary concludes by aptly enumerating the fiduciary obligations owed by

the plan administrator under ERISA . Specifically, it provides : "The people who operate your

Plan -called fiduciaries-have a duty to do so prudently and solely in the interest ofyou and other

Plan participants and beneficiaries." (Emphasis provided .)

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46 . The Summary excludes any reference to positions offered to Eligible Employees

that have duties that are, in the aggregate, either inconsistent with the Eligible Employee's level

of responsibility immediately preceding the merger or are diminished in nature or status .

B.

Mobil Corporation Employee Severance Plan

47 .

The Severance Plan provides, in a slightly more comprehensive manner, the terms

and conditions upon which an employee is entitled to severance benefits .

48 . Section 1 .19 of the Plan defines a "Severance" entitling an employee to benefits

as "the termination of an Eligible Employee's employment with the Employer (or, if applicable,

a successor to the Employer) on or within two years following the date of the Change of Control,

(i) by the Employer other than for Cause, or (ii) by the Eligible Employee for Good Reason ."

(Emphasis provided) .

49 .

A Change of Control consists of, inter alia, a consummated "merger or

consolidation or similar business combination transaction of the Company . . . ."

50 .

For Tier 1, 2, or 3 Eligible Employees, "Good Reason," is defined in Section 1 .12

of the Plan to include, in relevant part, the following :

the occurrence, on or after the date of a Change in Control and without theaffected Eligible Employee's written consent, of (I) the assignment to the EligibleEmployee of duties in the aggregate that are inconsistent with the EligibleEmployee's level of responsibility immediately prior to the date of the Change inControl . . . or (III) the relocation of the Eligible Employee's principal place ofemployment to a location more than fifty (50) miles from the Eligible Employee'sprincipal place of employment immediately prior to the date of the Change inControl .

51 .

For Tier 4 Eligible Employees, Good Reason is similarly defined in Section 1 .12

of the Plan to include, in relevant part, "the relocation of the Tier 4 Employee's principal place

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of employment to a location more than fifty (50) miles from the Tier 4 Employee's principal

place of employment immediately prior to the date of the Change in Control ."

52 .

Neither "principal place of employment," nor "inconsistent" responsibilities, nor

"diminution in the nature and status" of responsibilities is further defined in the Severance Plan .

53 .

In the event of termination of employment for "Good Reason" following a

"Change of Control," a Tier 1, Tier 2 or Tier 3 Mobil employee is

entitled . . . to receive Severance Pay equal to (i) the sum of his or her annual basesalary (including any lump sum payment made in the 12 months immediatelyproceeding the Severance in lieu of an annual salary increase), his or her highestannual incentive compensation with respect to the three years immediatelypreceding the year in which the Change of Control occurs, and the value of thecontributions or allocations made, as applicable, on his or her behalf to theSavings Plan and the Supplemental Savings Plan (or any non-U.S . equivalents)with respect to the calendar year immediately preceding the calendar year of theChange in Control, (ii) multiplied by [3 for Tier 1 employees ; 2.5 for Tier 2employees ; and 2 for Tier 3 and 4 employees] . For the purposes of this Section,annual base salary shall be determined immediately prior to the Severance(without regard to any reductions therein which constitute Good Reason) .

54.

Tier 4 employees whose employment is terminated for "Good Reason" following

a "Change of Control" are entitled to

Severance Pay equal to (i) the sum of the severance payment to which such Tier 4Employee would have been entitled under the Company Separation Benefit Plan(or its successor), as in effect immediately prior to the Change in Control, upon aqualifying termination under such plan, and the value of the contributions orallocations made, as applicable, on his or her behalf to the Savings Plan withrespect to the calendar year immediately preceding the calendar year of theChange in Control, (ii) multiplied by 2 . Notwithstanding the above, no SeveredTier 4 Employee shall receive Severance Pay which is less than what suchSevered Tier 4 Employee's weekly pay would be for purposes of the CompanySeparation Benefit Plan (or if such payment is not made on a weekly basis, theequivalent thereof), upon a qualifying termination under such plan, multiplied by10. For the purposes of this Section, a Severed Tier 4 Employee's weekly pay forpurposes of the Company Separation Benefit Plan shall be determinedimmediately prior to the Severance (without regard to any reductions thereinwhich constitute Good Reason) .

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55 .

The Severance Plan further provides that severance shall be paid to eligible

severed employees in a cash lump sum, as soon as practicable, following severance .

56 . Such severance further includes individual (Tier 1, Tier 2 and Tier 3) or group

(Tier 4) outplacement services consistent with the ExxonMobil's past practice in significant

reductions in the workforce .

57 . Severance for Tier 1, Tier 2 and Tier 3 employees includes "any group

hospitalization, health care plan, dental care plan, life or other insurance or death benefit plan, or

other present or future similar group employee benefit plan or program of the Employer . . . to

the same extent as if such Severed Employee had continued to be an employee during such

period." Such medical care covers anyone entitled to make a claim under or through the severed

employee, and continues for two years following the date of severance, or if sooner, until the

former employee obtains employment which provides substantially similar benefits .

58 . Severance for Tier 4 employees similarly includes "any group hospitalization,

health care plan, dental care plan, life or other insurance or death benefit plan, or other present or

future similar group employee benefit plan or program of the Employer . . . to the same extent

as if such Severed Employee had continued to be an employee . . . ." Such medical care covers

anyone entitled to make a claim under or through the severed employee, and continues "until the

expiration of the number of weeks which is equal to the number obtained by dividing the amount

of Severance Pay such Severed Employee is entitled to hereunder by such Severed Employee's

regular weekly salary," or, if sooner, until the former employee obtains employment which

provides substantially similar benefits .

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59 . Tier 1 and 2 severed employees are entitled to be reimbursed up to $10,000 for

financial counseling and tax planning service costs incurred within 6 months of the date of

severance. As to Tier 3 employees, "[t]he Company shall arrange for reasonable financial

counseling and tax planning services to be provided . . . during the six month period following

the Severance Date."

60 . In addition to the foregoing severance benefits, the Plan also provides that "[t]he

Company shall pay to each Eligible Employee all reasonable legal fees and expenses incurred by

such Eligible Employee in pursuing any claim under the Plan in which such Eligible Employee

prevails in any material respect ."

II .

ExxonMobil's Refusal to Honor the Severance Plan in Response to PlaintiffHornafius .

61 . Representative Plaintiff Hornafius was terminated from employment, on January

28, 2000, as a result of his having declined a position of employment with ExxonMobil in

Houston, Texas . Between April 12, 1999 and the time of his termination, Mr . Hornafius had

been employed as a structural geologist in the Mobil Deep Water Business Unit, located in New

Orleans, Louisiana.

62 . Plaintiff moved to New Orleans on April 12, 1999, after having spent 20 months

in England . His home before moving overseas was in Bakersfield, California, but he elected to

name Denver as his "place of origin" for repatriation after his foreign assignment, because his

wife's family lives in Colorado and his first job with Mobil was in Denver.

63 . Plaintiff was employed with Mobil for approximately 15 years prior to the merger

with Exxon, but he has never been employed in or resided in Houston, Texas nor has he ever

paid taxes to the state of Texas .

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64 .

Following Plaintiff's termination on January 28, 2000, he made an internal claim

upon ExxonMobil for benefits entitled under the Severance Plan .

65 . In support of this claim, Plaintiff's undersigned counsel set forth the various

provisions that entitled him to benefits under the Plan in a letter dated March 2, 2000 .

Specifically, the claim provided that Plaintiff terminated his employment within two years of the

Merger on the basis that ExxonMobil demanded that he relocate from New Orleans, Louisiana to

Houston, Texas . Because such relocation clearly constituted a move in excess of fifty (50) miles

as defined in the Severance Plan's "Good Reason" provision, section 1 .12, undersigned counsel

argued that Plaintiff was entitled to Tier 4 severance benefits, which include $184,014 .17, plus

the fair value of health benefits and outpatient services unjustly denied, and reasonable attorneys'

fees .

66 . On May 10, 2000, ExxonMobil summarily denied Representative Plaintiff's claim

on the basis that New Orleans was not his principal place of employment. Rather, ExxonMobil

asserted that Plaintiff was "working in New Orleans on a temporary basis ." While "temporary

basis" employment is not referenced anywhere in the Plan, ExxonMobil took the position that,

due to the temporary nature of his employment, Plaintiff had no principal place of employment

on the date of the Merger .

67 . Following the denial of Plaintiff's claim, Plaintiff appealed to an Assistant

Administrator-Benefits on May 30, 2000. The Appeal was denied on August 17, 2000 . In

denying the appeal, ExxonMobil reiterated and slightly modified its position . The denial of

appeal explicitly provided that "prior to the merger, Mobil had relocated Hornafius' principal

place of employment to Houston," and New Orleans, the city in which he had lived and worked

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for the ten (10) months following his repatriation, was merely a temporary place of employment .

ExxonMobil concluded that since Hornafius' principal place of employment was Houston as of

the date of the Merger, no "Good Cause" for termination existed because "[e]mployees relocated

by Mobil prior to the merger clearly had no rights under the Plan and were not intended to be

protected by the Plan ."

68 .

Hornafius was never informed prior to the Merger that his principal place of

employment was Houston, Texas, nor has ExxonMobil provided any documentation evidencing

that Houston was internally designated as his principal place of employment prior to the Merger .

In fact, Hornafius was repeatedly informed by his Human Resources director, George A .

Bourgeois, during July, August and September of 1999 that Mobil considered New Orleans to be

his principal place of employment . In this respect, ExxonMobil not only breached the Plan, but

also failed to adhere to its fiduciary obligations owed to plan participants and beneficiaries .

III. ExxonMobil's Refusal to Honor the Severance Plan in Response to Plaintiff Maness .

69 . Prior to the Merger, Plaintiff Maness was the President of Mobil de Venezuela, "a

significant and rapidly growing upstream and downstream affiliate ." Initially, as part of the

transition preceding the consummation of the Merger, ExxonMobil offered Maness a position in

ExxonMobil's corporate Safety, Health and Environment ("SHE") department in Los Colinas,

Texas. As that represented more than a 50 mile move from Maness's Fairfax, Virginia, "U.S .

home base," Maness refused that transfer . ExxonMobil then offered Maness a position in the

SHE Department in Fairfax, Virginia and told him that his refusal to accept that job "would not

trigger CIC severance benefits since it was not a relocation, and was comparable to [his] then

current position in terms of compensation and job responsibility ."

20

70 . Maness accepted the job in Fairfax, having "no obvious choice ." He quickly

determined, however, that "the position with ExxonMobil was not comparable to his prior

position with Mobil in terms of job responsibility ." On April 24, 2000, Maness terminated his

employment with ExxonMobil. By letter dated August 12, 2001, Maness applied for benefits to

which he was entitled under the Plan, citing "a downgrade in job responsibility . . .

71 . In a November 10, 2001 letter, having heard nothing from ExxonMobil, Maness

re-submitted his August 12, 2001 letter. It was not until January 11, 2002, that ExxonMobil,

again through Rodney M. Leis, responded to Maness's request for severance benefits under the

Plan. Leis denied Maness's request for benefits, stating that "[a]lthough the Mobil position may

have included a broader range of duties, it was limited to Venezuela, whereas the SHE job was

of worldwide scope." ExxonMobil, according to Mr . Leis, had found that "there is no evidence

to refute the evaluation" that Maness's jobs before the Merger and after were not comparable .

Once again, Leis stated that "as Plan fiduciary it is my responsibility to ensure that benefits are

administered in accordance with the Plan ."

72 . In a January 29, 2002 letter to Leis, Maness expressed his regret over

ExxonMobil's decision to deny him benefits under the Plan . In that letter, Maness stated that

according to "generally accepted job ranking measures" it was evident that his duties had

diminished . Maness recounted that he had fewer employees under his direction, his authority

over those employees was reduced and his job title was even downgraded - all indicators of

diminished responsibility . He further stated that "the inadequacy of the scope and span of job

responsibilities to support the pay grade of the position appear to be supported by a

reorganization subsequent to my termination in which the Refining and Supply Chemicals Safety

2 1

Health and Environment organizations were consolidated under a single manager, versus two

during my tenure ." Maness continued that "[t]he possibility, or even probability, of the future

elimination or consolidation of my position due to inadequate scope and span of responsibilities

weighed in favor of my decision to terminate ."

73 . In his letter of February 21, 2002, Leis responded to Maness' "reappeal" for

benefits under the severance Plan . Once again, Leis rejected Maness' claim, stating that Maness

had "provided no new information to serve as the basis for a reappeal ." Leis wrote that while

Maness had not "formally requested an appeal determination," that Maness' January 29, 2002

letter had missed the mark. Leis claimed that while the job ranking measures Maness had

mentioned were "considerations in a diminution analysis, they are not conclusive ." Leis wrote,

"it is possible for a position with a smaller staff, lower limits of delegated authority, and a

different job title to be fundamentally similar or larger than a previous position." ExxonMobil,

through Leis, asserted that while Maness' responsibilities had diminished, that was remedied,

somehow, by the fact that his new position "had worldwide scope" while his former position was

"contained within Venezuela."

74 . In his February 21, 2002 letter, Leis further explained that Maness had failed to

consider "other critical measures in job ranking, including classification levels, compensation,

and actual job responsibility ." Leis wrote that the classification and compensation of Maness'

job with Mobil and new job were the same and similar respectively . Leis, however, did not

dispute that Maness' "actual job responsibility" had diminished . Significantly, with respect to

Maness's argument about the consolidation of his position shortly after his termination, Leis

responded that "[t]he reorganization subsequent to your termination obviously did not impact

22

you," ignoring completely the correlation Maness had drawn between the consolidation of the

positions and the relative lack of weight of the responsibilities his particular position at

ExxonMobil required in relation to those his position at Mobil required. Leis closed the letter by

explaining the appeal process to Maness .

75 . By letter dated March 17, 2002, Maness appealed his denial of severance benefits

to ExxonMobil Human Resources in Houston, incorporating the reasons why he should receive

benefits in the letter . On April 9, 2002, Leis, the very person who had initially denied benefits to

Maness, also denied his appeal, simply restating what he had already stated in the previous two

denials .

76 . Upon information and belief, ExxonMobil has taken a substantially similar

position with respect to the members of the Class . Essentially, ExxonMobil has improperly and

capriciously denied severance benefits to Class Members concocting any excuse to avoid paying

these benefits .

77 . On information and belief, ExxonMobil sought to retain the most qualified

personnel of both organizations . Toward that end, ExxonMobil sought to rank each Mobil

employee and coordinate those rankings with the prior rankings of Exxon employees . Prior to

the Merger, Exxon graded each of its employees on a scale of 1 to 99 . Exxon had used this

grading system to rationalize its compensation structure . An Exxon employee's compensation

was directly tied to his or her grade. Exxon then broke its personnel into quintiles, with the top

performers being in the first two quintiles and less well-performing employees being in the last

two .

23

78 . Upon the Merger, all Mobil employees were ranked and placed into thirds, the top

performers in the top third and the less well-performing employees being in the bottom third . To

combine the ranking systems of the two companies, ExxonMobil found similarly performing

employees in each organization and, using those as marks, integrated all Mobil employees into

Exxon's quintile ranking. Thus, as of the date of the Merger or before, all Mobil employees

were "force ranked" into quintiles .

79 . On information and belief, Plaintiffs Homafius and Maness were both in the top

two performance quintiles. Plaintiffs allege on information and belief, that in an effort to retain

its best-performing personnel, ExxonMobil tacitly or expressly implemented a policy routinely to

deny severance benefits to employees in the top two quintiles without respect to whether those

employees were legitimately entitled to severance benefits under the Plan and in direct violation

of the Plan's terms and ExxonMobil's obligation to administer it "in accordance with Plan

Provisions" and in accordance with ExxonMobil's fiduciary obligations under the ERISA .

VI. CLAIMS FOR RELIEFCLAIM I

(Breach of the ERISA-governed Severance Plan)

80.

Plaintiffs repeat and reallege the foregoing paragraphs as though fully set forth

herein.

81 . Plaintiffs and the Class are entitled to benefits under the Severance Plan as

Eligible Employees who terminated their employment for "Good Reason," or whose

employment was terminated for other than "Cause" in accordance with Section 1 .12 of the Plan .

82 .

ExxonMobil, the Mobil Corporation Employee Severance Plan, and the

Administrator Defendants tacitly or expressly created a policy routinely to deny benefits to

24

Eligible Employees who placed in ExxonMobil's top two quintile rankings . The Defendants'

denial of such severance benefits is contrary to the terms of the Severance Plan and any

reasonable interpretation thereof and is, therefore, arbitrary and capricious .

83 .

Pursuant to Section 2 of the Severance Plan, Tier 1, Tier 2 and Tier 3 employees,

are entitled to, inter alia,

a . the sum of the employee's annual base salary, highest annual incentive

compensation in three (3) years prior to termination, and the value of the contributions or

allocations made to the Savings Plan and the Supplemental Savings Plan on his or her

behalf in the calendar year immediately preceding the calendar year of the Change in

Control, (ii) multiplied by three (3) for Tier 1 employees, two and one-half(2 .5) for Tier 2

employees, and two (2) for Tier 3 ;

b. health care plan, dental care plan, life or other insurance or death benefit

plan to the same extent as if such Severed Employee had continued to be an employee

during such period for two years following the date of severance, or if sooner, until the

former employee obtains employment which provides substantially similar benefits ;

c . financial counseling and tax planning services (Tier 3) or up to $10,000 in

reimbursement (Tier 1 and 2) for such service costs incurred within 6 months of the date

of severance ; and

d.

individual outplacement services consistent with the ExxonMobil's past

practice in significant reductions in workforce .

84 .

Pursuant to Section 2 of the Severance Plan, Tier 4 employees are entitled to,

inter alia,

25

a. the sum of the severance payment to which such employee would have

been entitled under the Company Separation Benefit Plan (or its successor), as in effect

immediately prior to the Change in Control, and the two times the value of the

contributions or allocations made on his or her behalf to the Savings Plan with respect to

the calendar year immediately preceding the calendar year of the Change in Control, but

in no event less than 10 weeks pay ;

b . group hospitalization, health care plan, dental care plan, life or other

insurance or death benefit plan, or other present or future similar group employee benefit

plan or program of the employee to the same extent as if such Severed Employee had

continued to be an employee during such period until the expiration of the number of

weeks which is equal to the number obtained by dividing the amount of severance pay

such employee is entitled to by such employee's regular weekly salary, or, if sooner, until

the former employee obtains employment which provides substantially similar benefits ;

and

c .

group outplacement services consistent with the ExxonMobil's past

practice in significant reductions in force .

85 . Plaintiffs and the Class seek recovery of their benefits due under the terms of the

Severance Plan and/or enforcement of the rights under the terms of the Plan pursuant to ERISA §

502 (a)(1)(B) and (a)(3), 29 U .S.C. § 1132(a)(1)(B), and (a)(3) plus their attorneys' fees and cost

pursuant to Section 2 .11 of the Severance Plan and ERISA § 502 (g)(1), 29 U.S .C . § 1132(g)(1) .

26

CLAIM II(Breach of Fiduciary Duty Under ERISA)

86 .

Plaintiffs repeat and reallege the foregoing paragraphs as though fully set forth

herein.

87 . ERISA § 404(a), 29 U .S.C. § 1104(a), requires fiduciaries to discharge their

duties "solely in the interest of the participants and beneficiaries and for the exclusive purpose

of: providing benefits to participants and their beneficiaries . . . with the care, skill, prudence,

and diligence . . . [of a] prudent man . . and in accordance with the documents and

instruments governing the plan . . . ." While ExxonMobil did not act as plan administrator, all

decisions by the Administrator Defendants were the result of ExxonMobil's interference with the

proper administration of the Severance Plan, leading directly to the arbitrary and capricious

decisions to deny plaintiffs and members of the Class benefits under the Severance Plan . Thus,

ExxonMobil is a "fiduciary" as the term is defined in ERISA § 3(21)(A), 29 U.S.C. § 1003

(21)(A) .

88 .

The Administrator Defendants and ExxonMobil breached their fiduciary duty of

good faith owed to the Plaintiffs and the Class Members by :

a .

failing to adhere to the terms of the Severance Plan ;

b .

using arbitrary coverage guidelines, contrary to the terms of the Severance

Plan ;

c . using arbitrary and capricious guidelines to determine whether Eligible

Employee's responsibilities were inconsistent with or had diminished in nature and status

from their responsibilities immediately prior to the date of the Merger ; and

27

d.

tacitly or expressly adopting a policy routinely to deny severance benefits

to Eligible Employees in the first two quintile rankings of ExxonMobil employees .

89 .

The Administrator Defendants and ExxonMobil breached their fiduciary duty of

candor by :

a .

failing to disclose that ExxonMobil had tacitly or expressly adopted a

policy routinely to deny severance to well-regarded Eligible Employees

b . failing to disclose prior to the Merger that the principal place of

employment for Plaintiff Hornafius and members of the 50 Mile Sub-Class was different

from the locale at which they were employed prior to the Merger ;

c. failing to disclose that it intended to designate as a principal place of

employment whatever location it chose to move employee to in an effort to avoid paying

severance benefits ;

d .

failing to disclose the true nature of the coverage it intended to honor

under the Severance Plan .

e . erroneously informing Plaintiff and the members of the 50-Mile Sub-Class

that ExxonMobil considered their present place of employment to be their principal place

of employment for severance purposes ; and

f.

engaging in this failure to disclose for the purpose of securing the Merger,

thereby placing its own interests above the Plan participants and beneficiaries .

90 .

The Administrator Defendants and ExxonMobil breached their fiduciary duty of

loyalty to the Plaintiff and the Class Members by :

28

a .

championing the financial interest of ExxonMobil to the detriment of the

Plan participants and beneficiaries ; and

b .

placing the interests of the Merger ahead of the interest of the participants

or beneficiaries .

91 . As a result of the violations of fiduciary duties imposed under ERISA as alleged

herein, Plaintiff and the Class Members have suffered injury, actionable on behalf of the Plan,

under ERISA § 409(a), 29 U .S.C. § 1109(a), ERISA § 502(a)(1)(B), 29 U.S.C. § 1132(a)(1)(B),

ERISA § 502(a)(2), 29 U .S .C . §1132(a)(2) and ERISA § 502(a)(3), 29 U .S.C. § 1132(a)(3), for

which they are entitled damages, including the fair value of the severance due and owing under

the Plan .

CLAIM III(Breach of ERISA Disclosure Obligations)

92 .

Plaintiffs repeat and reallege the foregoing paragraphs as though fully set forth

herein.

93 . ERISA requires that each plan participant and beneficiary shall be furnished with

a summary plan description "written in a manner calculated to be understood by the average plan

participant, [which is] sufficiently accurate and comprehensive to reasonably appraise such

participants and beneficiaries of their rights and obligations under the plan." ERISA § 201,

29 U.S .C . § 1022(a). The plan summary is required to include, inter alia, information regarding

qualification for the plan's eligibility and benefits, as well as the circumstances that may resolve

in disqualification, ineligibility or denial or loss of benefits . Id. ERISA § 104(b), 29 U .S.C .

§ 1024(b), further requires that a summary description of any reduction in coverage, and/or

29

narrowing of eligibility, must be provided to participants and beneficiaries within 120 days after

the end of the plan year in which the changes are adopted .

94 . The Administrator Defendants and ExxonMobil, as the "administrators" of the

Severance Plan as defined in ERISA § 3(16)(A)(i), 29 U.S.C. § 1002(16)(j)(i), have failed to

disclose to the Severance Plan participants and beneficiaries the information required by the

statutory provisions set forth in the foregoing paragraph . Defendant's failure includes, inter alia,

a failure to disclose materially accurate information about the Severance Plan in which the

enrollees relied, including the true nature of the coverage provided, the narrow interpretation of

"a job move" adopted by ExxonMobil, the fact that a diminution of duties constitutes a triggering

event entitling an Eligible Employee to severance under the Plan, or any guidelines relating to

when duties of an Eligible Employee are, in the aggregate, inconsistent with the Eligible

Employee's level of responsibility immediately prior to the date of the Merger or guidelines as to

what constitutes a diminution in the nature or status of the Eligible Employee's responsibilities

from those in effect immediately prior to the date of the Merger .

95 . The Administrator Defendants and ExxonMobil's failure to provide in the

Summary accurate and comprehensive information reasonably designed to appraise participants

of their rights and obligations under the Plan constitutes a violation of ERISA § 102, 29 U .S.C .

§ 1022, and ERISA § 104(b), 29 U.S.C. § 1024(b), actionable under ERISA § 502(a)(2) and

(a)(3), 29 U .S .C. § 1132(a)(2) and (a)(3) .

CLAIM IV(Declaratory Relief)

96 .

Plaintiffs repeat and reallege the foregoing paragraphs as though fully set forth

herein .

30

97 . An actual controversy exists regarding whether Defendants ExxonMobil, the

Mobil Corporation Employee Severance Plan, and the Administrator Defendants arbitrarily and

capriciously denied benefits to the Plaintiffs and Class on the basis of performance quintile

ranking in violation of their rights under the Severance Plan pursuant to ERISA § 502 (a)(1)(B)

and (a)(3), 29 U .S.C. § 1132(a)(1)(B) .

98 . Plaintiffs and the Class seek a declaration that Defendants ExxonMobil, the Mobil

Corporation Employee Severance Plan, and the Administrator Defendants arbitrarily and

capriciously denied benefits to the Plaintiffs and Class on the basis of performance quintile

ranking in violation of their rights under the Severance Plan pursuant to ERISA § 502 (a)(1)(B)

and (a)(3), 29 U .S .C . § 1132(a)(1)(B) .

99 . An actual controversy exists regarding whether the Administrator Defendants and

ExxonMobil breached their fiduciary duties in violation of ERISA § 409(a), 29 U .S.C. § 1109(a),

ERISA § 502(a)(1)(B), 29 U .S .C . § 1132(a)(1)(B), ERISA § 502(a)(2), 29 U .S.C. §1132(a)(2)

and ERISA § 502(a)(3), 29 U .S .C . § 1132(a)(3) .

100 . Plaintiffs and the Class seek a declaration that the Administrator Defendants and

ExxonMobil breached their fiduciary duties in violation of ERISA § 409(a), 29 U .S .C . § 1109(a),

ERISA § 502(a)(1)(B), 29 U.S .C. § 1132(a)(1)(B), ERISA § 502(a)(2), 29 U .S.C . §1132(a)(2)

and ERISA § 502(a)(3), 29 U .S.C. § 1132(a)(3) .

101 . An actual controversy exists regarding whether the Administrator Defendants and

ExxonMobil provided a summary plan description written in a manner calculated to be

understood by the average plan participant, which is sufficiently accurate and comprehensive to

reasonably appraise the Plaintiffs and the Class of their rights and obligations under the

3 1

Severance Plan . Likewise, an actual controversy exists regarding whether the Summary includes

sufficient information regarding qualification for the Plan's eligibility and benefits, as well as the

circumstances that may resolve in disqualification, ineligibility or denial or loss of benefits .

102 . Plaintiffs and the Class seek a declaration that the Administrator Defendants and

ExxonMobil provided an insufficient summary plan description in violation ERISA § 102, 29

U.S .C. § 1022, and ERISA § 104(b), 29 U .S .C. § 1024(b), actionable under ERISA § 502(a)(2)

and (a)(3), 29 U .S .C . § 1132(a)(2) and (a)(3) .

PRAYER FOR RELIEF

WHEREFORE, Plaintiffs, on their own behalf and on behalf of the Class, respectfully

requests judgment in his favor as follows :

(a)

Determining that this action may be maintained as a class action under

Rules 23(a) and 23(b)(1)(A) or (b)(3) of the Federal Rules of Civil Procedure ;

(b) Declaring that Defendants ExxonMobil, the Mobil Corporation Employee

Severance Plan, and the Administrator Defendants arbitrarily and capriciously denied benefits to

the Plaintiffs and Class on the basis of performance quintile ranking in violation of their rights

under the Severance Plan pursuant to ERISA § 502 (a)(1)(B) and (a)(3), 29 U.S.C. §

1132(a)(1)(B) ;

(c) Declaring that the Administrator Defendants and ExxonMobil breached their

fiduciary duties in violation of ERISA § 409(a), 29 U .S.C. § 1109(a), ERISA § 502(a)(1)(B), 29

U.S.C. § 1132(a)(1)(B), ERISA § 502(a)(2), 29 U .S.C. §1132(a)(2) and ERISA § 502(a)(3), 29

U.S.C. § 1132(a)(3) ;

32

(d) Declaring that the Administrator Defendants and ExxonMobil provided an

insufficient summary plan description in violation ERISA § 102, 29 U .S.C. § 1022, and ERISA

§ 104(b), 29 U .S .C. § 1024(b), actionable under ERISA § 502(a)(2) and (a)(3), 29 U.S.C . §

1132(a)(2) and (a)(3) ;

(e) Awarding Plaintiffs and the members of the Class damages resulting from breach

of the Severance Plan and fiduciary duty under ERISA in an amount which may be determined at

trial ;

(f) Awarding Plaintiffs and the members of the Class the costs and disbursements of

this action, including reasonable attorneys' fees and reimbursements of expenses and expert fees

in amounts to be determined by the Court ;

(g)

Awarding Plaintiffs and the members of the Class prejudgment and post judgment

interest; and

(h)

Awarding such other and further relief as this Court may deem just and proper

including any extraordinary, equitable and/or injunctive relief .

PLAINTIFFS DEMAND A TRIAL BY JURY ON ALL ISSUES SO TRIABLE .

3 3

DATED this 31 St day of December, 2002 .

34

Respectfully submitted,

VINTON ALLEN & VELLONE, P .C .

evin D. Allen, squirePatrick D . Vellone, EsquireMatthew M. Wolf, Esquire1600 Stout Street, Suite 1100Denver, Colorado 80202(303) 534-4499

BERGER & MONTAGUE, P.C .Todd S. Collins, EsquireJacob. A. Goldberg, Esquire1622 Locust StreetPhiladelphia, PA 19103(215) 875-3000

COUNSEL FOR PLAINTIFF AND CLASS .

C

CERTIFICATE OF MAILING

I hereby certify that on the 31 St day of December, 2002, a true and correct copy of theabove and foregoing was deposited in the United States Mail, postage prepaid, first-class mail,addressed to the following :

Michael S . BeaverPerry L. GlantzHolland & Hart LLP8390 E. Crescent Parkway, #400Greenwood Village, CO 80111

Richard G . RosenblattJeremy P. BlumenfeldMorgan, Lewis & Bockius LLP1701 Market StreetPhiladelphia, PA 19103-2921

David M. RivetExxon Mobil Corporation800 Bell Street, Room 1503Houston, TX 77002

35