EXHIBIT 10(III)(E)
 
                               EXXON CORPORATION
 
                          SHORT TERM INCENTIVE PROGRAM
 
  I. PURPOSE. The Short Term Incentive Program is intended to help maintain and
develop strong management through incentive awards to key employees of the
Corporation and certain of its affiliates for recognition of efforts and
accomplishments which contribute materially to the success of the Corporation's
business interests.
 
  II. DEFINITIONS. In this Program, except where the context otherwise
indicates, the following definitions apply:
 
    (1) "Affiliate" means any corporation, partnership, or other entity in
  which the Corporation, directly or indirectly, owns a 50 percent or greater
  equity interest.
 
    (2) "Award" means a bonus, bonus unit, or other incentive award under
  this Program.
 
    (3) "Board" means the Board of Directors of the Corporation.
 
    (4) "Board Compensation Committee," hereinafter sometimes called the
  "BCC," means the committee of the Board so designated.
 
    (5) "Bonus" means an award granted under this Program which may be
  payable in cash or other consideration as specified by the grant.
 
    (6) "Bonus unit" means an award granted under this Program to receive
  from the Corporation an amount of cash or other consideration not to exceed
  the maximum settlement value and based upon a measurement for valuation as
  specified by the grant. The term bonus unit includes, but is not limited
  to, earnings bonus units.
 
    (7) "By the grant" means by the action of the granting authority at the
  time of the grant of an award hereunder, or at the time of an amendment of
  the grant, as the case may be.
 
    (8) "Corporation" means Exxon Corporation, a New Jersey corporation.
 
    (9) "Designated beneficiary" means the person designated by the grantee
  of an award hereunder to be entitled, on the death of the grantee, to any
  remaining rights arising out of such award. Such designation must be made
  in writing and in accordance with such regulations as the granting
  authority may establish.
 
    (10) "Detrimental activity" means activity that is determined in
  individual cases, by the appropriate authority pursuant to Section III, to
  be detrimental to the interests of the Corporation or any affiliate.
 
    (11) "Earnings bonus unit," hereinafter sometimes called an "EBU," means
  a bonus unit granting the right to receive from the Corporation at the
  settlement date specified by the grant, or at a later payment date so
  specified, an amount of cash equal to the Corporation's cumulative
  consolidated earnings per share as reflected in its quarterly earnings
  statements as initially published commencing with earnings for the first
  full quarter following the date of grant to and including the last full
  quarter preceding the date of settlement, but the amount of such settlement
  shall not exceed the maximum settlement value specified by the grant.
 
    (12) "Eligible employee" means an employee who is a director or officer,
  or in a managerial, professional, or other key position as determined by
  the granting authority.
 
    (13) "Employee" means a regular employee of the Corporation or one of its
  affiliates.
 
    (14) "Grantee" means a recipient of an award under this Program.
 
    (15) "Granting authority" means the Board or the appropriate committee
  acting under delegation of authority from the Board.
 
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    (16) "Reporting person" means a person subject to the reporting
  requirements of Section 16 with respect to equity securities of the
  Corporation.
 
    (17) "Section 16" means Section 16 of the Securities Exchange Act of
  1934, together with the rules and interpretations thereunder, as in effect
  from time to time.
 
    (18) "Terminate" means cease to be an employee, except by death, but a
  change of employment from the Corporation or one affiliate to another
  affiliate or to the Corporation shall not be considered a termination.
 
    (19) "Terminate normally" for an employee participating in this Program
  means terminate
 
    (a) at normal retirement time for that employee,
 
    (b) as a result of that employee's becoming incapacitated, or
 
    (c) with written approval of the granting authority or its express
        delegate given in the context of recognition that all or a
        specified portion of the outstanding awards to that employee will
        not expire or be forfeited or annulled because of such termination
 
    and, in each such case, without being terminated for cause.
 
    (20) "Year" means calendar year.
 
    III. ADMINISTRATION.
 
    (1) Subject to the provisions of this Section and Section IV, the Board
  shall administer this Program, shall conclusively interpret its provisions,
  and shall decide all questions of fact arising in its application. The
  Board may delegate its authority pursuant to any provision of this Program
  to a committee which, except in the case of the BCC, need not be a
  committee of the Board. In addition, except insofar as this Program applies
  to persons with respect to which the Board has delegated the authority to
  make awards to the BCC, determinations and interpretations in individual
  cases can be made by, or at the direction of, the Chairman of the Board.
 
    (2) The Board and any committee having authority to act under this
  Program can act by regulation, by making individual determinations, or by
  both. The Chairman of the Board and persons designated by him can act under
  this Program only by making individual determinations.
 
    (3) All determinations and interpretations pursuant to the provisions of
  this Program shall be binding and conclusive upon the individual employees
  involved and all persons claiming under them.
 
    (4) It is intended that this Program shall not be subject to the
  provisions of Section 16 and that awards granted hereunder shall not be
  considered equity securities of the Corporation within the meaning of
  Section 16. Accordingly, no award under this Program shall be payable in
  any equity security of the Corporation.
 
    In the event an award to a reporting person under this Program should be
  deemed to be an equity security of the Corporation within the meaning of
  Section 16, such award may, to the extent permitted by law and deemed
  advisable by the granting authority, be amended so as not to constitute
  such an equity security or be annulled. Each award to a reporting person
  under this Program shall be deemed issued subject to the foregoing
  qualification.
 
    (5) An award under this Program is not transferable prior to payment or
  settlement except, as provided in the award, by will or the laws of descent
  and distribution, and is not subject, in whole or in part, to attachment,
  execution, or levy of any kind. The designation by a grantee of a
  designated beneficiary shall not constitute a transfer.
 
    (6) The grantee's designated beneficiary or, if there is no designated
  beneficiary, the grantee's personal representative shall be entitled to any
  remaining rights with respect to an award granted under this Program
  existing after the grantee dies.
 
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    (7) Except as otherwise provided herein, a particular form of award may
  be granted to an eligible employee either alone or in addition to other
  awards hereunder. The provisions of particular forms of award need not be
  the same with respect to each recipient.
 
    (8) This Program and all action taken under it shall be governed by the
  laws of the State of New York.
 
  IV. ANNUAL CEILING. In respect to each year under the Program, the BCC shall,
pursuant to authority delegated by the Board, establish a ceiling on the
aggregate dollar amount that can be awarded hereunder. With respect to bonuses
granted in a particular year under the Program, the sum of:
 
    (1) the aggregate amount of bonuses in cash, and
 
    (2) the aggregate maximum settlement value of bonuses in any form of
  bonus unit shall not exceed such ceiling.
 
  The BCC may revise the ceiling as it deems appropriate.
 
  V. TERM. The term of this Program begins on November 1, 1993 and shall
continue until terminated by the Board.
 
  VI. BONUSES GRANTABLE. A bonus is grantable in respect of any year to any
eligible employee during such year if, should it be granted, the aggregate
amount of the bonuses granted in respect of that year will not exceed the
ceiling established from time to time by the BCC. In this connection, each
bonus granted ceases to be effectively granted to the extent that the grant is
annulled.
 
  No award may be granted to a member of the BCC.
 
  VII. FORM OF BONUS. Subject to Section III(4), a grantable bonus can be
granted to any eligible employee in respect of any year either wholly in cash,
bonus units, or other consideration, or partly in two or more such forms.
 
  VIII. SETTLEMENT OF BONUSES. Each grant shall specify the time and method of
settlement as determined by the granting authority, provided that no such
determination shall authorize settlement to be made later than the tenth
anniversary of the grantee's date of termination. Each grant, any portion of
which is granted in bonus units, shall specify as the regular method of
settlement for that portion a settlement date, which may be accelerated to an
earlier time as specified by the grant, provided, however, whether or not the
settlement date has been accelerated, payment of cash to the grantee to
complete such settlement may be postponed, by the grant, so long as such
payment is not postponed beyond the tenth anniversary of the grantee's date of
termination. The granting authority, by amendment of the grant prior to payment
or delivery, can modify any method of settlement for any bonus or portion
thereof, provided that the settlement of any bonus shall be completed by the
payment of any cash not later than the tenth anniversary of the grantee's date
of termination.
 
  IX. INSTALLMENTS PAYABLE AFTER DEATH. If any bonus or installment thereof is
payable after the grantee dies, it shall be payable
 
    (1) to the grantee's designated beneficiary or, if there is no designated
  beneficiary, to the grantee's personal representative, and
 
    (2) either in the form specified by the grant or otherwise, as may be
  determined in the individual case by the appropriate authority pursuant to
  Section III.
 
  X. INTEREST EQUIVALENTS. With respect to the relevant portion of a bonus
granted in cash for delivery more than six months after the date of grant,
there shall be credited to the grantee an amount equivalent to interest (which
may be compounded) as specified by the grant with respect to the period
beginning at the date of grant and ending on the date as specified by the
grant. The rate of interest, if any, credited to the grantee shall be
determined from time to time by the BCC.
 
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  With respect to the relevant portion of a bonus granted in bonus units the
payment of cash in settlement of which is postponed more than six months after
the settlement date, there shall be credited to the grantee an amount
equivalent to interest (which may be compounded) as specified by the grant. The
rate of interest, if any, credited to the grantee shall be determined from time
to time by the BCC.
 
  Such credits for interest equivalents shall not be included in any
computation made for purposes of any ceiling established by the BCC pursuant to
Section IV.
 
  When a bonus in cash is paid, any interest equivalents so credited on the
cash shall be paid. When a bonus in units is paid, any interest equivalents so
credited on the units shall be paid.
 
  XI. ANNULMENT OF GRANT. The grant of any bonus or portion thereof is
provisional until cash or other consideration is paid in settlement thereof,
except to the extent the granting authority shall have declared the bonus to be
vested and nonforfeitable. If, while the grant is provisional,
 
    (1) the grantee terminates but does not terminate normally, or
 
    (2) the grantee is determined to have engaged in detrimental activity,
  the grant shall be annulled at the time of termination, or the date such
  activity is determined to be detrimental, as the case may be.
 
  XII. AMENDMENTS TO THIS PROGRAM. The Board can from time to time amend or
terminate this Program, or any provision hereof.
 
  XIII. AMENDMENTS TO AWARDS. The appropriate authority may amend any
outstanding award under this Program to incorporate any terms that could then
be incorporated in a new award under this Program.
 
  XIV. WITHHOLDING TAXES. The Corporation shall have the right to deduct from
any cash payment made under this Program any federal, state or local income or
other taxes required by law to be withheld with respect to such payment. In the
case of a payment under this Program other than cash, the grantee will pay to
the Corporation such amount of cash as may be requested by the Corporation for
purpose of satisfying any liability for such withholding taxes.
 
  XV. GRANT OF AWARDS TO EMPLOYEES WHO ARE FOREIGN NATIONALS. Without amending
this Program, but subject to the limitations specified in Section III(4), the
granting authority can grant, amend, administer, annul, or terminate awards to
eligible employees who are foreign nationals on such terms and conditions
different from those specified in this Program as may in the judgment of the
granting authority be necessary or desirable to foster and promote achievement
of the purposes of this Program.
 
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