1995 MOBIL INCENTIVE COMPENSATION AND STOCK OWNERSHIP PLAN



ARTICLE I--PURPOSE OF THE PLAN



     The purpose of the Mobil Incentive Compensation and Stock Ownership Plan is

to promote the creation of shareholder value by encouraging, recognizing and

rewarding sustained outstanding corporate, division, business unit and

individual performance by key Employees of Mobil Corporation and Affiliated

Corporations who are largely responsible for the management, growth and

protection of the business. The Plan in addition provides part of a competitive

total compensation package to attract and retain key Employees.



     The components of the Plan include the Short-Term Incentive Program, the

Long-Term Incentive Program and the Stock Ownership Program. The purpose of the

Short-Term Incentive Program is to base a portion of key Employees' total annual

compensation on the performance of the Corporation compared to the performance

of other companies selected by the Committee, with the intention that the key

Employees will receive total compensation that is above the average for

comparable positions paid by such other companies when the Corporation's

comparative performance is above average; total compensation that is equal to

the average for comparable positions paid by these companies when the

Corporation's comparative performance is average; and total compensation that is

below the average for comparable positions when the Corporation's comparative

performance is below average. The Long-Term Incentive Program provides rewards,

based on the performance of the Corporation over a longer term, to those key

Employees who have the potential to contribute significantly to the long-term

growth and success of the Corporation. These awards are denominated in

hypothetical stock or in the form of Restricted Stock, which serves to align the

interests of these key Employees with the interests of shareholders. The purpose

of the Stock Ownership Program is to provide long-term incentive, designed to

encourage Stock ownership by key Employees, thereby directly aligning their

financial interests with those of shareholders. Key Employees receive Stock

Options, which provide them an opportunity to increase their ownership of Stock,

and the Committee is expected to develop guidelines to encourage key Employees

to take advantage of the program to acquire and hold Stock.



ARTICLE II--DEFINITIONS



     "Adjusted Net Income" with respect to any fiscal year of the Corporation

means the amount reported as net income in the Income Statement for such year,

adjusted to exclude any of the following items:



     (a) extraordinary items (as described in Accounting Principles Board

Opinion No. 30);



     (b) gains or losses on the disposition of discontinued operations of a

segment of the business; and



     (c) the cumulative effect of changes in accounting principles.



     "Affiliated Corporation" means any stock corporation of which a majority of

the voting common or capital stock is owned directly or indirectly by the

Corporation.



     "Allotment" means a number of Stock Equivalents granted pursuant to Section

5.3(a).



     "Allotment Supplement" means a number of Stock Equivalents credited with

respect to an Allotment pursuant to Section 5.3(b).



     "Authorized Share Pool" for any calendar year during any part of which this

Plan is in effect means nine tenths of one percent (0.9%) of the total issued

and outstanding shares of Stock as of December 31 of the preceding year,

cumulative from the effective date of the Plan, subject to adjustment pursuant

to Article IX.



     "Award" means a Short-Term Incentive Award or a Long-Term Incentive Award

granted under Article V or an Option granted under Article VI. Awards granted

that are to be paid upon full satisfaction of any applicable conditions are

provisional Awards and are forfeitable until such conditions are satisfied. An

Award is non-forfeitable if the only condition to its payment is passage of

time.



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     "Award Date" means the date an Award is granted.



     "Board" means the Board of Directors of the Corporation.



     "Chief Executive Officer" means the Employee of the Corporation acting in

such capacity.



     "Code" means the Internal Revenue Code of 1986, as amended from time to

time. Reference to a specific provision of the Code shall include such provision

and any regulation or ruling promulgated thereunder.



     "Committee" means the Management Compensation and Organization Committee of

the Board or such other committee as may be designated by the Board to

administer the Plan.



     "Corporation" means Mobil Corporation, a Delaware corporation, or its

successor.



     "Dividend Equivalent" means, in respect of one Stock Equivalent, an amount

equal to the amount of the dividend that would be payable on any Dividend

Payment Date with respect to one share of Stock.



     "Dividend Payment Date" means a date on which dividends are paid with

respect to Stock.



     "Employee" means any person who is a regular full time employee of the

Corporation or an Affiliated Corporation, including such employees who are

officers or directors of the Corporation. In the discretion of the Committee,

the term may include persons who at the request of the Corporation or any

Affiliated Corporation accept employment with any company in which the

Corporation directly or indirectly has a substantial interest.



     "Fair Market Value" of Stock is the mean between the highest and lowest

quoted selling price of Stock on the New York Stock Exchange or, in the

discretion of the Committee, as reported by a recognized central market

reporting system on the date an Award is granted or on any other date the value

of Stock is to be determined, provided that (i) if no sales of Stock shall have

been so made on such Exchange or so reported by such central market reporting

system on such date, or (ii) if in the opinion of the Committee insufficient

sales shall have been made on such date to constitute a representative market,

then Fair Market Value shall be determined by taking a weighted average of the

means between the highest and lowest sales prices on the nearest representative

trading dates before and after the valuation date. The average is to be weighted

inversely by the respective numbers of trading days between the trading dates

and the valuation date.



     "Incentive Award" means a Short-Term Incentive Award or a Long-Term

Incentive Award.



     "Income Statement" with respect to any fiscal year of the Corporation means

the consolidated statement of income and the accompanying notes to financial

statements for such year included in the Corporation's annual report to

shareholders.



     "Long-Term Incentive Award" means an Award granted pursuant to Section 5.3.



     "Named Executive Officer" means an Employee described in Section 162(m)(3)

of the Code for the year an Incentive Award is granted.



     "Non-Qualified Option" means an Option granted under Article VI which is

not a Qualified Option.



     "Option" means an Award granted under Article VI in the form of a right to

purchase Stock evidenced by an instrument containing such provisions as the

Committee may establish.



     "Performance Cycle" means any period, beginning not earlier than January 1,

1995, of four successive calendar years.



     "Performance Measure" means such measure or indicator of the performance of

the Corporation, an Affiliated Corporation, any division, department or

identifiable segment thereof, or of any individual recipient of an Award as may

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