This excerpt taken from the XOM 8-K filed Sep 27, 2007.
Administration of the Plan
3.1 Composition of Committee. This Plan shall be administered by the Committee which shall consist of two or more members of the Board of Directors of Exxon Mobil Corporation.
3.2 Quorum. A majority of the Committee shall constitute a quorum, and the acts of a majority of the members present at any meeting at which a quorum is present, or acts approved in writing by all of the members in the absence of a meeting, shall be the acts of the Committee. Any one or more members of the Committee may participate in a meeting by telephone conference call or by other communications equipment device by means of which all persons participating in the meeting can hear each other. Participation by such means shall constitute presence in person at such meeting.
3.3 Powers. The Committee shall have full and final authority to operate, manage and administer the Plan on behalf of the Corporation. This authority includes, but is not limited to:
(a) The power to establish the conditions, terms and contingencies of each grant.
(b) The power to prescribe the form or forms of the instruments evidencing Conditional Retention Awards granted under this Plan.
(c) The power to direct the Corporation to make the conversions, accruals, and payments provided for by the Plan.
(d) The power to interpret the Plan.
(e) The power to provide regulations for the operation, interpretation, management and administration of the Plan.
(f) The power to delegate to other persons the responsibility to perform ministerial acts in furtherance of the Plans purpose, and
(g) The power to engage the services of persons, corporations, or organizations in furtherance of the Plans purpose, including but not limited to, banks, insurance companies, brokerage firms, and consultants.