EXHIBIT 99(b)
[FORM OF MOBIL PROXY CARD]
Mobil Corporation proxy
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SOLICITED BY THE BOARD OF DIRECTORS for Annual Meeting of Stockholders
REGENCY BALLROOM
FAIRMONT HOTEL
1717 NORTH AKARD STREET
DALLAS, TEXAS 75201
THURSDAY, MAY 27, 1999
AT 10:00 A.M. (CENTRAL TIME)
The undersigned hereby appoints Lucio A. Noto, Eugene A. Renna and Carole J.
Yaley or any one of them, each with power of substitution, the attorneys of the
undersigned to vote all shares held of record on the record date by the
undersigned, as directed and, in their discretion, on all other matters which
may properly come before the 1999 Annual Meeting of Stockholders of Mobil
Corporation, and any adjournment or postponement thereof. The undersigned
directs said attorneys to vote as specified upon the items shown on the reverse
side, which are referred to in the Notice of Annual Meeting and set forth in the
Proxy Statement.
This card also provides voting instructions for shares held in the Stock
Purchase and Dividend Reinvestment Plan. For participants in the Mobile Oil
Employees Savings Plan and the Mobil Employee Stock Ownership Plan, if you wish
to provide voting instructions for the shares of Mobil stock credited to your
accounts, please vote by telephone or by the Internet by noon on May 24, 1999 or
fill in and sign this card and mail it in time to be received no later than noon
on May 24, 1999.
If you use this card to vote, you are encouraged to specify your choices by
marking the appropriate boxes, SEE REVERSE SIDE, but you need not mark any boxes
if you wish to vote in accordance with the Board of Directors' recommendations.
(Continued, and to be signed, on the reverse side)
Fold and Detach Here and Read the Reverse Side
Mobil Corporation
YOUR VOTE IS IMPORTANT!
You can vote in one of three ways:
1. For U.S. Stockholders only, call toll-free 1-800-840-1208 on a Touch-Tone
telephone and follow the instructions on the reverse side. There is NO
CHARGE to you for this call.
or
2. Vote by Internet at our Internet Address: http://www.mobil.com
or
3. Mark, sign and date your proxy card and return it promptly in the enclosed
envelope.
PLEASE VOTE
IF YOU VOTED BY INTERNET OR BY PHONE,
THERE IS NO NEED TO RETURN YOUR PROXY CARD.
The votes represented by this proxy will be
voted as marked by you. However, if you execute
and return the proxy unmarked, such votes Please mark [X]
will be voted"FOR" Proposals 1, 2 and 3 and your vote
"AGAINST" Proposals 4 and 5. with an X
The Board of Directors Recommends a Vote "FOR" Items 1, 2 and 3.
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FOR AGAINST ABSTAIN WITHHELD
FOR FOR ALL
1. Approval and adoption [ ] [ ] [ ] 2. Election of Directors [ ] [ ]
of the merger agree- to serve a three=year
ment dated December term (or until completion
1, 1998 with Exxon of the merger, if earlier)
Corporation 01 Charles A. Heimbold, Jr.
02 Samuel C. Johnson
03 Helene L. Kaplan
04 Aulana L. Peters
3. Ratification of inde- FOR AGAINST ABSTAIN Withheld for the following only (write the
pendent auditors [ ] [ ] [ ] nominee's name(s) in the space below) _________________________
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The Board of Directors Recommends a Vote "AGAINST" Items 4 and 5.
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FOR AGAINST ABSTAIN
4. Voting of signed but [ ] [ ] [ ]
unmarked proxies
5. Global Warming [ ] [ ] [ ]
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Please date and sign below as your name appears to the left and return in
the enclosed envelope. If acting as executor, administrator, trustee,
guardian, etc., you should so indicate when signing. If the signer is a
corporation, please sign the full corporate name, by a duly authorized
officer. If shares are held jointly, each stockholder named should sign.
Dated____________________________, 1999
_______________________________________
Signature
_______________________________________
Signature if held jointly
Fold and Detach Here and Read the Reverse Side
Mobil Corporation
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VOTE BY TELEPHONE OR INTERNET
QUICK * * * EASY * * * IMMEDIATE
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Your telephone or Internet vote authorizes the named attorneys to vote your
shares in the same manner as if you marked, signed and returned your proxy card.
VOTE BY PHONE: FOR U.S. STOCKHOLDERS ONLY, CALL TOLL-FREE ON A TOUCH-TONE
TELEPHONE 1-800-840-1208 ANYTIME.
THERE IS NO CHARGE TO YOU FOR THIS CALL.
You will be asked to enter the
11-digit Control Number located in
the lower right-hand corner of this
form.
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OPTION A: To vote as the Board of Directors recommends
on ALL items, press 1.
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OPTION B: If you choose to vote on each item separately,
press 0. You will hear these instructions:
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Item 1: To vote FOR the merger agreement, press
1; AGAINST, press 9; ABSTAIN, press 0.
Item 2: To vote FOR ALL nominees, press 1; to
WITHHOLD FOR ALL nominees, press 9. To WITHHOLD
FOR AN INDIVIDUAL nominee, press 0 and listen
to instructions.
Item 3: To vote FOR, press 1; AGAINST, press 9;
ABSTAIN, press 0.
Items 4 and 5: The instructions are the same as
for Item 3.
When asked, you must confirm your vote by
pressing 1.
VOTE BY INTERNET: THE WEB ADDRESS IS http://www.mobil.com
Simply follow the instructions on the screen.
THANK YOU FOR VOTING.