Our Understanding of the Study Objective is…

1. Performance Gap Analysis Conference Call Tuesday, August 8, 2000 Our Understanding of the Study Objective is… ExxonMobil is "disappointed" with their 1999 and YTD earnings from their downstream operations. You are interested in a 12-14 week "gap analysis" to compare your performance in key areas with your competitors and identify high priority areas for improvement.

2. Proposal Outline Table of Contents Section 1 – Scope, Approach, Qualifications & Deliverables 1.1 Project Objective & Scope 1.2 Approach Overview and Stage Descriptions 1.3 Initiation Stage 1.4 Internal gap Evaluation 1.5 Competitive Gap Evaluation 1.6 Looking Forward 1.7 "Sustaining the Gains" Section 2 – Project Team & Schedule 2.1 Project Team Organization 2.2 Project Core Team Members & Roles 2.3 Proposed Project Schedule Section 3 – Commercial Arrangements 3.1 Proposed Fees and Expenses 3.2 Payment Schedule 3.3 Contract Terms Appendix A – Project Team resumes B – Extended Team Profiles

3. 1.1 Project Objective & Scope Scope, Approach, Qualifications & Deliverables PricewaterhouseCoopers LLP (“PwC”) has been asked to assist ExxonMobil in conducting a 90-120 day "gap analysis" to compare your performance with competitors and identify some high priority areas for improvement. In your words, ExxonMobil is "disappointed" with their 1999 and YTD earnings from their downstream operations. The work would begin shortly after Labor Day and must be completed by year end 2000. The scope of the project is global in nature and includes all the ExxonMobil downstream functions: refining & supply, marketing and lubes & specialties. The competition of interest is Shell & BPAmoco. However, we expect to make the case to consider other pacesetter downstream companies as we go through the project. For this important project, the following capabilities will be provided by PwC: • Highly productive, industry-experienced individuals with the ability to get up to speed quickly and give value-added insights and leadership to the joint project team; • New ideas and an expanded vision to help define improvements to your operations; • A structured analysis, modeling framework and experience in developing industry benchmarks to give a solid foundation for future work; • Insights and best practices from other benchmark efforts; and • The ability to identify and quantify improvements.

4. 1.1 Project Objective & Scope Scope, Approach, Qualifications & Deliverables Observations: As our experienced team discussed your project, we had the following insights that shaped our approach and this proposal: • We notice the ROCE for upstream moved from 9.5 to 15.1 from 1998 to 1999, while downstream's ROCE went from 12.6 to 4.4 during the same time period. Was there a significant change in transfer pricing formulas during this time? • Based on the analysis you've done internally, are there certain hot spots - either geographic or value chain segments - that you already know will require extra scrutiny during this effort • We know that accounting based performance metrics like ROACE can give very different signals than cash - based performance metrics. Have you reconciled your ROACE performance to underlying cash generating performance in order to understand the impacts of non-cash items such as changes in asset lives, deferrals, step-ups, write downs etc coming from the merger? • Who or what drove the need for this study, and what will be done with the results. To what extent are you looking for recommendations vs. a reference document. Or, will this possibly lead to new ways to measure operating performance in ExxonMobil? • Given ongoing changes in the marketplace, increasing influences of technology, significant re-deployment of downstream facilities by competitors and proposed environmental legislation - how comfortable are you that you understand the competitive landscape five-year hence?

5. + 13 • How to institutionalize results? • Can technology help? Competitive Gap Evaluation • Who should XOM be measured against? • What are the appropriate modeling tools? 1.2 Approach Overview and Definition of Project Stages Scope, Approach, Qualifications & Deliverables As requested, this document outlines how PwC would work with ExxonMobil to meet your objective. In this section, we discuss an overview of how we would approach this problem to meet your deadline. It is based on three core stages of work completed in 12 weeks, described pictorially below, with the types of questions that will be answered noted in each stage: Week Ending 1 3 9 12 Internal Gap Evaluation Competitive Gap Evaluation Looking Ahead “Sustaining the Gains” Stage : Initiation “Sustaining the Gains” Looking Ahead 3-5 Years • Will new gaps appear? • Will current gaps be resolved? Value of External View Internal Gap Evaluation • Does XOM have a gap? • If we re-cast the XOM data, do we • get more insight? Time in Weeks Team Communication & Knowledge Transfer

6. + 13 D P O Q Set Next Stage Analysis Criteria C H Set New Priorities I • Construct Models: • Market • Technical • Financial R Define Implementation Projects N J Re-Define Gaps: Structural Operational Define Gaps in Future context Project Team 1 Project Team 2 Project Team 3 1.2 Approach Overview and Definition of Project Stages cont’d.The links between the work steps in each stage are defined below... Scope, Approach, Qualifications & Deliverables Week Ending 1 3 9 12 Internal Gap Evaluation Competitive Gap Evaluation Looking Ahead “Sustaining the Gains” Stage : Initiation ManagementReview F K A Prioritze Hot Spots Prioritze Hot Spots Define Action Plans Validate Leadership Objective(s) Catalogue XOM Data by ROCE & De-compose Determine Qualityof External Data Define 3-5 Year Scenarios G Synthesize Results IdentifyCompetition L B Develop Additional Strategies to Improve Performance Re-Cast in Shareholder Value Framework Define Joint Team “Guiding Principles” Design Feedback & Balanced Scorecard Determine New Gap Measures vs. Competition M Review all XOM Work to Date Build Matrix to Test Strategies against Scenarios Consider e-Performance Technology Interpret XOM Analysis - Set scope Update Detailed Workplan, Estimates & Resource Needs E Calculate Gaps Define Extent of Skills Transfer Get New XOM L/R Plan Assumptions Relate XOM L/R Plan Assumptions R Team Communication & Knowledge Transfer

7. Scope, Approach, Qualifications & Deliverables 1.3 Initiation Stage - Description • In this project, the Initiation Stage is planned to be completed in the first week. One major initial effort is to jointly share • benchmark study approaches and results that we have both used in the past. We can then make a joint appraisal of the best way • to proceed to meet your objectives. This approach helps define and maximize the benefits of "lessons learned" from similar • ExxonMobil and PwC efforts. • Work Products: • In this first week, the project team will: • Develop a high-level business model for the project • Validate project scope by defining organizational boundaries • Set additional "guiding principles" for the project - see section below • Validate the level of detail required • Define the appropriate external benchmarks, by country, region or supply network • Select the modeling tool and approach • Define the resource split between PwC, ExxonMobil and any additional outside Subject Matter Experts (SME's) for the remainder of project • Validate our project plan, approach and tasks • Refine the workday estimate for project completion • Define the deliverable format(s) • Define and create a high-level training/skills transfer plan (if applicable).

8. Scope, Approach, Qualifications & Deliverables 1.3 Initiation Stage - Description cont’d. • A management review is appropriate at the end of this major milestone, and monthly (or bi-weekly) throughout the project, to ensure all work planned is value-added and achievable. • After the week of Initiation and team building, the next 3 core Stages of work proceed. Each proposed Stage is now described in detail in subsequent pages, using the following outline: • A. The key objective of the Stage • B. The guiding principle(s) for the Stage • C. Definition of external research capabilities, tools, benchmarks we plan to use, • D. Sample deliverables • C. Discussion of the most pertinent related PwC capabilities • We want to assure you that the deliverables from this high-intensity effort will meet the "completed staff work" criteria that we have always used in our work with ExxonMobil and other clients. Final deliverable numbers and design will be done in the first week Initiation Stage.

9. Scope, Approach, Qualifications & Deliverables 1.4 Internal Gap Evaluation - Description • Objective: • The objective defined for this Stage of work is to answer the question "Does ExxonMobil have a gap, using either ROCE or other measures valued by the financial analysis community. • Guiding Principles: • ExxonMobil - a measurement culture - We have the utmost respect for your ability to quantify your business and know that this study must have a rigorous, comprehensive, defendable set of results. We expect some exciting debates as we go through the project and the team must be composed of staff that quickly understand the way that your numbers are presented. Accordingly, the recommended joint ExxonMobil team should be supplemented with senior audit staff - familiar with your downstream operations. • Use public information carefully - We have all tried to make sense out of public financial information and know the importance of getting all the data on a "level playing field". This is especially true in the analyzing the downstream. Many downstream companies are reported as part of an integrated operation, and different countries have less disclosure required in their public information. Again, the addition of audit staff can help the project team standardize the data for companies selected as benchmarks. • Work Steps: • Catalogue ExxonMobil Data to determine key company measures and analytical framework • Re-cast gap measure in Shareholder Value framework to provide consistent measures across XOM business line • Determine new key gaps to measure XOM performance versus competitors based on common gap measures. • Define the criteria to be used for the next stage - competitive analysis • We will also consider other key factors to include, e.g., the intercompany transfer pricing basis of both ExxonMobil and their competitors, accounting issues (e.g. book value of assets, inventory accounting method)

10. Scope, Approach, Qualifications & Deliverables 1.4 Internal Gap Evaluation - Description cont’d. • External Data to be Considered: • Public domain segmented Financials, Inc. annual reports, quarterly financials • Market fundamentals, including government regulations and investment banker profiles • Financial models - ROCE, Free Cash Flow, GROCI, EVA, market share • Market Analysis - Market share, company market share growth, regional supply/demand growth • Deliverables: • Develop a performance gap “cube” summary analysis first for ROCE with an associated "root cause analysis". • Then develop a set of alternative performance measures (consistent and normalized) to see if ExxonMobil continues to have a gap against competition by: • Geography - locations where gap delta is perceived greatest to assist the company in understanding the key determinants causing performance differences. Focus on areas which allow greatest understanding of fundamental differences in performance. • Business Line - involves identifying key business lines and gap measures that allow measuring performance by business line and geography. • The deliverables can be seen in graphical form on the next page.

11. Revenue Growth Gross Margin Variable Costs Operating Margin ROACE Fixed Costs Working Capital Capital Investment Cash Tax Rate Scope, Approach, Qualifications & Deliverables 1.4 Internal Gap Evaluation - Description cont’d. Deliverables: Return on Average Capital Employed (ROACE) or other preferred “capstone” measure will be decomposed to the first or second level value drivers

12. Scope, Approach, Qualifications & Deliverables 1.4 Internal Gap Evaluation - Description cont’d. Deliverables: A three-dimension view will consider region, business segment and value drivers USA Canada Europe Asia Pacific Lat Am, other Geography Revenue Growth Operating Margin Working Capital Capital Invested Value Drivers Cash Tax Rate Refining & Supply Fuels Marketing Lubes, Specialties Business Segment

13. 1.4 PwC Related Capabilities - Internal Gap EvaluationNOTE: Management shareholder reporting is a PwC core competency. Additionally, PwC has designed and conducted many benchmark surveys described below: Scope, Approach, Qualifications & Deliverables • Operations Benchmarking:We initiated an industry consortium for multiple operational benchmarking studies in USA producing regions (Permian Basin, Offhsore Gulf of Mexico, Gulf Coast, Rocky Mountains and San Juan Basin). Studies focused on upstream operations, including production, cost, personnel, production replacement, drilling and health, safety & environment. • The Global Benchmarks Alliance (GBA): -A confederation of 50+ multinational corporations, leverage and share knowledge on their financial and cost management processes and work with PwC to identify world class best practices which underpin superior financial performance. Industry participants include: Shell, BPAmoco, Total • Merger Benefit Realization: -For Daimler Chrysler we evaluated performance gaps in the newly merged organization. We worked with management to understand the trade-offs between long-term value creation and shorter-term market required performance. By dis-aggregating the organization into separate business lines, we were able to develop growth and profitability targets tailored to each business. At the end we helped management set aggressive financial goals and develop business line plans to reach these new targets.

14. 1.5 Competitive Gap Evaluation Stage - Description Scope, Approach, Qualifications & Deliverables Objective: The objective defined for this Stage of work is to use modeling and external analysis to define the strategic and operational gaps between EssonMobil and their competitors. Guiding Principles: Again, use public information carefully -We have all tried to make sense out of public financial information and know the importance of getting all the data on a "level playing field". This is especially true in the analyzing the downstream. Many downstream companies are reported as part of an integrated operation, and different countries have less disclosure required in their public information. A holistic approach important -We recommend the study have three separate, but interrelated, analysis tracks: refining & supply, marketing and lubes & specialties. It is important that as each team does the analysis in its individual track - that the entire hydrocarbon supply chain performance is kept in perspective. Because of the industry's complexity, most companies have divided it into natural "silos" to provide management accountability. However, this structure often masks efficiencies that can be obtained by a more holistic, supply chain view. For example, a refinery can be meeting top quartile Solomon performance and still be losing money because of the supply & trading pacesetters competing in its tributary network. We have extensive experience with application of supply chain diagnostic tools - across a multiple set of industries. We plan to bring these insights to the assessment process for consideration by the joint project team.

15. 1.5 Competitive Gap Evaluation Stage - Description cont’d. Scope, Approach, Qualifications & Deliverables Work Steps: • Select competitors & geographies • Build analysis models to calculate gaps vs. competitors by business segment and geography • Divide and analyze gaps to understand nature into two pieces: • Structural - involves overall asset mix, S&D infrastructure & strategies, refinery complexity, class of trade, level of downstream brand integration, etc. • Operational - after normalizing for structural differences, determine: Are they operating more efficiently than we are? Focus on costs, yields, on-stream factors • Analysis must be sufficiently robust to remove the “yeah, buts”. (e.g., “Costs are high. Yeah, but our refinery is more complex.” Or: “Yeah, but the way we value inventory penalizes us.”) External Data & Models to be Considered: • Public domain financials, Annual reports, quarterly financials, investment bank profiles • Solomon benchmark data for Refining, U.S. competitive analysis modeling tool (other available?) • NACS and Mercer benchmark data for marketing

16. 1.5 PwC Related Capabilities - Competitive Gap Evaluation & Model BuildingPwC has often used outside resources to model industry downstream performance Scope, Approach, Qualifications & Deliverables • USA Downstream Performance Analysis - 1998:The PwC "Energy Innovation Center" (EIC) was initiated to investigate long term competitive trends in the USA downstream energy industry. Its vision is to provide far reaching, model-based and defensible views regarding key economic influences, industry growth drivers, inflection points and strategic imperatives. Formal market research was followed by developing a number of industry and competitor scenarios using refining & supply network simulation modeling tools. The findings of the EIC project will be published shortly. • Web-enabled Refining Competitive Analysis Tool - USA:PwC collaborated with Baker & O’Brien to develop a dynamic competitive analysis tool accessible via the internet at www.oilmonitor.com. The competitive analysis database includes a crude-to-rack view of every refinery in the U.S., including 15 key performance indicators that analyze gross and variable margin, fixed and variable costs, and other performance drivers such as complexity, market distribution and crude slate. The database is updated quarterly and includes 8 years of history. PwC intends to expand the U.S. model to incorporate Western Europe and Southeast Asia. • Hydrocarbon storage modeling:For a number of gas pipelines, PwC has conducted extensive research to tie Monte Carlo simulation to linear programming in order to determine (and optimize) the correct gas storage and release strategy. In addition to other factors, the modes considers current and forecasted price volatility, competitive actions & responses and option strategies to reduce risk.

17. 1.6 Look Ahead (3-5 years) Stage - Description Scope, Approach, Qualifications & Deliverables Objective: The objective defined for this Stage of work is to. Guiding Principles: One year does not make a trend - It is important to keep in mind the evolution of ExxonMobil, and your selected competitive benchmarks, as this analysis is conducted. Downstream companies have been merging, consolidating and changing asset portfolios for many years and the operating results are often cluttered by data far outside the control of operating management. It is also very important to determine whether a gap is notional and a performance improvement trend is sustainable. We recommend that a 3-5 year look ahead be an integral part of our portfolio of work. Work Steps: External Data & Models to be Considered:

18. High-Impact Deliverables Financial Models Financial Performance Gaps Assessment Technical/Operational Models Focused Recommendations Market Analysis Root Cause Analysis Refining Robust Frameworks for rapid modeling Revenue Growth Retail Gross Margin Operating Margin Variable Costs ROACE Working Capital Fixed Costs Capital Investment Cash Tax Rate 1.6 Look Ahead (3-5 years) Stage - Description cont’d. Scope, Approach, Qualifications & Deliverables Deliverable Structure & Steps:

19. 1.6 Look Ahead (3-5 years) Stage - Description cont’d. Scope, Approach, Qualifications & Deliverables Deliverable Structure & Steps: • Develop/Validate Scenarios • Test Strategies • Define Impact on Performance Gaps (+/-) Economic Scenarios S1 S2 S3 S4 StA StB StC StD Future performance gaps will be a function of the uncontrollable, macro economic environment and XOM’s long-range plan/strategy in each segment and region. Therefore an analysis of future expected gaps in line with expected economic scenarios and 3-year plans is required. FAIR GOOD BEST FAIR BAD GOOD BAD BEST Strategies FAIR BEST FAIR GOOD BAD BEST GOOD FAIR

20. 1.6 PwC Related Capabilities - “Looking Forward” PwC has supported clients and industry groups in developing sophisticated future scenarios Scope, Approach, Qualifications & Deliverables • C-Store Performance:PwC recently completed the NACS (National Association of Convenience Stores) future study for the c-store industry though and beyond 2005. The study provided an assessment of the future forces shaping the outlook for: key product categories, resource markets, consumer markets, competitive trends, the economic environment, the regulatory environment, and the technological environment. It then developed a set of planning scenarios for the future • Portfolio (Long Term) Risk Evaluation:The PwC Energy Risk Management practice has applied sophisticated quantitative tools and models to help energy clients optimize the tradeoff between operational efficiencies and optionality within a clients asset base. The PwC approach supporting this analysis is called Simulated Strategies, a methodology we are currently using to analyze another energy company's long term capital investment decisions. The Simulated StrategiesSM for Operations initiative employees Monte Carlo simulation in developing probability-based distributions of financial performance at the operating asset level (i.e., refineries, petrochemical plants, etc.). These base case profiles are then be used to simulate the impact of alternative joint operating/financial strategies on asset performance, with respect to both risk and return.

21. 1.7 “Sustaining the Gains” DescriptionThis stage is beyond the scope of the project, but needs considered to achieve maximum benefit Scope, Approach, Qualifications & Deliverables Objective: The objective defined for this Stage of work is to introduce the ExxonMobil team to some of the latest measurement and technology applications used in other world class organizations to institutionalize balanced scorecards, financial modeling and a continuous improvement processes. Guiding Principle: Institutionalize results to "sustain the gains" - There will be a lot learned during this project. It is recommended that this benchmark process be institutionalized as part of the routine ExxonMobil measurement culture. These above principles, and others developed by the joint project team, would define the final project approach, team composition, time line and deliverables. Work Steps: As the project develops and the findings unfolds, arrange site visits to world class implementers of business and operational technologies that routinely and continuously improve performance. Two examples are shown on the next page.

22. 1.7 PwC Related Capabilities - “Sustaining the Gains”PwC has worked with the majors to implement state-of-the-art business & technology solutions Scope, Approach, Qualifications & Deliverables • Integrated Performance Management:We recently completed a Performance Improvement, Measurement and Management project at Mobil upstream USA. We helped finalize a Balanced Scorecard, develop specific measures for the business units and implemented a data warehouse to aid in their decision analysis and investment process. We are currently doing similar projects at Texaco Upstream, Chevron Downstream and OxyChem. • “e-Performance” Toolkit:PwC has developed a rapidly deployed, interactive financial performance modeling and “what-if” analysis & design, now built into a toolkit, which allows an entire organization to consistently understand business changes and their impact on historic and future financial and operational performance. This toolkit design is supported by a technology platform integrating best-of-breed, proven software in financial analysis and modeling, data warehousing, data visualization and intranet-web presentation portals.

23. XOM Downstream Council Project Director Marty Stetzer + XOM Project Director PwC Partners J. T. Kopec - Strategic Change D. Templin - Audit Services Input P. Powell - (Stripes Lead ) Q/A-Q/C Refining & Supply Fuels Marketing Lubes, Other Kevin Waguespack + XOM Lead Cliff Mangano + XOM Lead Brian Harry + XOM Lead Stage: Commissioning Internal Gaps Competitive Gaps Looking Ahead Sustain 2.1 Project Team Organization Project Team & Schedule We have assembled a team of very experienced consultants who have specialist skills required by your project and world-wide experience in projects of this magnitude. The proposed project organization structure is shown. It will be refined at the end of the Initiation Stage to reflect the actual work needed in the final weeks and the composition and makeup of the ExxonMobil team participants.

24. 2.1 Project Team Organization Project Team & Schedule Roles & Qualifications of Core Team Detailed resumes of our ExxonMobil Project Team can be found in the Appendix D. Summarised below are the roles and qualifications of our core team members: Project Partner - John Kopeck: John will be responsible for quality reviews on the project; manage the contract, provide value-based management (VBM) project direction and represent the PwC Strategic Change service line. Project Director - Marty Stetzer Marty will serve as primary on-site project representative, manage the workplan and is responsible for overall project direction and approach, staff selection & performance, deliverable quality and team coordination. Marty has global operational experience in refining, supply and marketing of both fuel products and lubricants. Internal Gap & Marketing Team Lead - Cliff Mangano Cliff will be responsible to define the Internal Gap Evaluation project approach and act as Subject Matter Expert (SME) and Team Lead on wholesale & retail marketing, pricing, market demand and transfer pricing. Competitive Gap & Refining-Supply Team Lead- Kevin Waguespack Kevin will be responsible to define the Competitive Gap Evaluation project approach (the primary effort of the project) acting as SME and lead the Refining & Supply team and coordinate interfaces to external consultants needed for model building. Looking Ahead & Lubes-Specialties Team Lead – Brian Harry Brian will be responsible to define the Value Based Management (VBM) project approach used in the "Looking Ahead" Stage of the project, lead the Lubes and Specialties sub team and coordinate closely with the strategic change service line of PwC. Brian would coordinate any modeling efforts associated with this phase of the work

25. Weeks Project Stages 2 4 6 8 10 16 12 14 Mobilize Identify team members Co-locate team members Hold Kick-off meeting Create terms of reference Research Catalog e-intelligence tools Catalog e-transaction tools Define emerging trends in and out of energy Propose alternate business models Analysis and Design Determine trends and tools that may apply to S&T Define new S&T business model - processes Define new S&T infrastructure - technology Review proposed S&T environment w/extended team Development Create implementation approach - migration path Produce & test marketing materials Approval Review Point with Oversight Team 2.1 Our Project Timeline Project Team & Schedule Our methodology for achieving success is based on a major assumption that this intensive study will be conducted under the guidance of a small ExxonMobil Steering Committee, representing the top levels of the company, to whom the consultants will report directly throughout the three -month period. The work plan assumptions are on the next page. Our high level timeline meets your required deadline. The detailed tasks and work products are in Section One (1).

26. 2.1 Our Project Timeline Assumptions Project Team & Schedule PwC is a firm believer in applying proven project management techniques in all our work. Clearly stating basic assumptions regarding the project can help alleviate potential misunderstandings and help provide everyone with a common frame of reference. The project schedule and estimated costs outlined in this proposal are dependent upon the following assumptions: • .Four full-time equivalent (FTE’s) from ExxonMobil • .Early definition and project continuity of knowledgeable ExxonMobil staff for the joint team • .Unencumbered access to rationalized internal ExxonMobil business data • By region • By business line • .Access to all internal ExxonMobil studies related to our project objective • .Timely (and frequent) input from the Downstream Council, or their representatives • .Early definition of level and extent of documentation required Note that ther are 68 workdays if the project starts on 9/18/2000 and finishes on 12/22/2000 These assumptions will be refined during the Initiation Project Stage.

27. 3.1 Proposed Fees & Expenses Commercial Arrangements To meet the requirements of your work, we propose a time & material contract with professional fees in the range of $____________, plus out of pocket expenses. The estimated rates and ranges of hours are on the attached schedule. Our professional fees estimate assumes six full time core team members involved, each with a designated area of emphasis. The estimate will be validated at the end of the Initiation Stage (week 1) and reviewed monthly. In order to provide flexibility to the ExxonMobil resources assigned to the project, it may be beneficial to plan for the PwC project team to be on-site for four (10+ hour) days per week. This will leave one day available for the ExxonMobil team members to keep continuity with their former organizations. Specific PwC consultants have been alerted and will be assigned once the project start date is determined. Resumes of additional recommended Subject Matter Experts can be submitted for your approval, prior to the start of any work. These individuals may be interviewed at your discretion. We have not made a definitive estimate of accommodation, meals or local transportation. However, based on our experience with similar projects, we recommend that you use an additional 15-20% for these costs. We will use any ExxonMobil discounts that you have at hotels/car rentals in the Fairfax area. In summary, our total (budget quality) estimate of professional fees, lodgings, meals and transportation cost is approximately $1.5 million.

28. 3.2 Payment Schedule Commercial Arrangements Professional services billed will be based on actual hours incurred. Billings will be made at the conclusion of each calendar month. Payments are due no later than fifteen days from the receipt of the invoice. Expenses are billed at cost. The PwC rates applicable to this fees estimate are those used on the ExxonMobil Stripes project for USA staff, in FY2000-2001, for operational consulting. They are listed below for the planned staff...

29. 3.3 Contract Terms Commercial Arrangements We would like to comment on suggested alternative arrangements that might form the basis for a contract between ExxonMobil and PricewaterhouseCoopers for the execution of the services described in this proposal. We are confident that there are no major issues that will prevent us from concluding a contract with ExxonMobil. We currently have a Master Service Agreement for our work in Europe on the Stripe’s project. We understand this agreement is currently in the process of being updated. Accordingly, we can either apply the Terms and Conditions of the (already agreed upon) Stripes Project Master Agreement; or sign a separate agreement for this project. We would be pleased to discuss further details regarding potential contractual arrangements during our oral presentation of this proposal. • In summary, our approach focuses on Effective Implementation • We… • Work collaboratively as joint client and PricewaterhouseCoopers teams • Tightly schedule the project to minimize disruptions • Develop skills in your team that will let them lead the implementation • Focus on innovation and implementation, not on voluminous reports • Complete the project quickly

30. Marty is a Managing Director in the global PricewaterhouseCoopers (PwC) energy practice, in Houston. He has over 10 years consulting experience with energy company managements in complex global engagements. He came to PwC with 18 years of industry P&L experience with Esso Eastern, Superior Oil and Mobil. His downstream operations assignments included refining, supply, logistics and marketing of fuel products and lubricants in a wide variety of USA and international (Far East) locations Marty is Practice Leader for the Supply Chain Management (SCM) services in the downstream. He knows the capabilities of the leading optimization software, developed thought leadership, presented at numerous industry SCM sessions and published two articles applying SCM techniques to improve performance of the downstream. Representative engagements include: Managed a re-engineering project covering the USA trading operation of Equiva. The primary objective was to get maximum economic benefit from an integrated & leveraged deal flow process for an operation handling over 7 MMBCD of crude & products. Completely re-engineered bulk refined products marketing processes for an aggressive Midwest merchant refiner which identified over $15 million/yr savings; and led to a large system engagement to institutionalize best practices. Conducted a benchmarking project for a USA oil industry purchasing organization committing $3.0 billion/yr. of project equipment, contracts and spare parts. Re-engineered business to streamline decision making and improve contracting effort. Managed "best practices" and customer research investigation to improve customer service as part of order fulfillment re-engineering effort for a refiner/marketer selling 550,000 barrels/day to over 8,000 customers. Education & Publications: Marty has a BSME from the Kettering Institute in Michigan and an MBA from Carnegie Mellon in Pittsburgh. "Maximize competitive Advantage with a Supply Chain Vision" Hydrocarbon Processing, Feb, 1999 (co-author) "Beyond the Gate: A New Pacesetter Context for Profitability in Refining" Hart's Fuel & Technology, July 1998 Resume: Martin C. Stetzer Appendix A

31. Cliff Mangano is a Senior Manager in the Transfer Pricing Group at PricewaterhouseCoopers. He works primarily in the areas of inter-company transfer pricing, market pricing policies and strategic planning for multinational companies, concentrating on energy and mining companies. He has helped these organizations improve their overall performance, understand the factors impacting their operations, and comply with a myriad of multi-jurisdictional tax and pricing regulations. He has also assisted in analyzing the impact of oil and gas concessions on company profitability. To this end he has worked in global profit alignment, risk assessment and developing consistent cross-border pricing policies. Prior to joining PricewaterhouseCoopers Cliff worked at the Petroleum Industry Program and the Internal Revenue Service and in corporate planning in Aramco, as well as several consulting and universities responsible for analyzing and modeling the oil industry, developing company market entry strategies and analyzing company performance. Cliff brings twenty years of energy industry experience. Relevant experience includes: For a multinational oil company developed a framework for analyzing the impact of pricing on company performance and investment. Assisted upper management in understanding the impact of business decisions on company performance in order to develop strategies consistent with operational and corporate performance drivers. Conducted a market entry analysis for a large integrated energy company, analyzed the determinant of market success. Developed an intra-country pricing model of petroleum product supply and demand to determine the impact of alternative prices on demand and company profitability and investment. Coordinated a multi-disciplinary team responsible for pricing. Analyzed the impact of foreign exchange rates and refinery complexity on the international flow of products and crude oil using a flexible form model. Developed alternative measure to determine the flow of product and crude in three countries. Education & Publications: Cliff holds a Ph. D. in Mineral Economics from the University of Arizona, and a Masters of Business Economics and a Bachelor of Arts in Business Administration from the University of South Florida. Cliff has written and been published in the energy markets, taxation and performance including Energy Trends and Taxation and Foreign Exchange Rate, Refinery Flexibility and International Trade Flows and various market entry studies. Resume: Clifford A. Mangano Appendix A

32. Kevin is a Principal Consultant in the Global Energy Practice at PricewaterhouseCoopers. He works primarily with downstream-integrated oil companies in the areas of strategic analysis, process improvement, and decision support applications in the trading and planning areas, including e-business. Kevin has 16 years of experience in the downstream energy industry, specializing in strategic and operational planning and modeling, performance improvement, performance measurement and benchmarking. Prior to joining PricewaterhouseCoopers, Kevin consulted for five years with Arthur Andersen and Bonner & Moore, and worked for 8 years with Lyondell Petrochemical. Relevant experience includes: Developed PwC’s Asset Optimization Analysis (AOA), a continuous improvement methodology to minimize performance gaps between actual asset performance and optimal asset performance in the refinery supply chain. The methodology employs both qualitative and quantitative techniques to develop a view of the refinery's true profit potential vs. its actual performance. Led the effort to develop OilMonitorTM, PricewaterhouseCoopers’ new refining decision support service on the internet (www.oilmonitor.com). One module of OilMonitor includes a competitive analysis tool that allows on-line, dynamic analysis of individual refinery supply networks in the U.S., examining value drivers, margins, and delivered light product costs. Created and facilitated development of a quarterly benchmarking service for a consortium of refiners and marketers with operations in the U.S. Key financial and productivity benchmarks were reported quarterly to study participants for use in competitive analysis and goal setting. Managed a corporate performance management project for a large downstream-integrated company operating in the U.S. to identify key measures for use in the company’s corporate performance scorecard. Education & Publications: Kevin holds a B.S. degree in Chemical Engineering from Louisiana State University. Kevin has published several articles focusing on improving refinery profitability, including: Effective Planning & Execution of the Supply Chain – New Technologies and a Return to Basics, NPRA Paper AM-00-42, NPRA Annual Meeting March 27, 2000, and Internal Benchmarking can Increase Refinery Profits, Oil & Gas Journal, July 17, 1995. Resume: Kevin G. Waguespack Appendix A

33. Brian Harry is a Principal Consultant in the Midwest Energy Practice at PricewaterhouseCoopers. His work in strategic planning is primarily focused on Value Based Management (VBM) and Integrated Performance Management within large integrated energy companies. He has helped these organizations improve their understanding of the linkages between managerial decision-making, strategy execution and the market's reaction through stock price valuation. To this end he has worked in portfolio management, risk assessment and developing balanced scorecards tied to compensation, which measure manager and business unit performance. Prior to joining PricewaterhouseCoopers Brian worked at Amoco in E&P, strategic planning and performance management. Brian brings sixteen years of energy industry experience. Relevant experience includes: For large integrated oil company developed a performance measurement framework, with metrics at several levels within the organization. Coached managers on the VBM methodology and helped them develop strategies to maximize operational efficiencies and the value impact of their corporate performance drivers. Evaluated the strategic, financial, technical and downstream gas capabilities of several large MNC (including Exxon, Shell, Amoco and Mobil) for their fit as partners to the Government of Trinidad and Tobago (1989-90). For a large integrated energy company, developed a strategy for new country entry, into the Venezuelan Apertura Process. Strategy was successful since the organization outperformed its peers during the bid round. Worked as a member of a large multi-disciplinary team that developed the North Coast Gas Strategy (which included Atlantic LNG), over an eighteen-month period. Conducted the competitive analysis and evaluated the performance of several partnership combinations for in the ALNG project. Developed a risk-weighted methodology to evaluate Customer Value Added (CVA) for a large integrated energy company. This allowed senior management to focus their activities on the appropriate public and government affairs drivers and influences. Their performance in these areas was captured on balanced scorecards tied to executive bonuses. Education: Brian holds a B.Sc., (Honors) and M.Phil from the University of the West Indies, a Ph.D. from the University of Cincinnati (with distinction) and an MBA (Strategy and Finance) from Rice University. Resume: Brian E. Harry Appendix A

34. John Kopeck is a Partner in PwC’s Strategic Change practice, based in Chicago. He is PwC’s lead Partner in the Americas for value management and Strategic Mergers and Acquisitions. John specializes in helping companies maximize their value creation potential by better understanding the linkages between operational decision-making and market valuation, and by helping them adjust their business portfolios via merger, acquisition or divestiture. Prior to joining PwC, John was a Vice President/Partner with The Boston Consulting Group, where he spent ten years. John also spent eight years with Unocal Corporation as a refinery supervisor, Supervisor of Corporate Strategic Planning, and Coordinator of Exploration and Environmental Planning. Relevant experience includes: For a “big three” U.S. auto maker, John led a joint client/PwC team charged with identifying and implementing goals and metrics for value based planning initiatives resulting from a very large, international merger. This effort included training client staff in value management and customer segmentation methodologies for their subsequent implementation. For a large diversified services firm, led a multi-team effort to identify value creation potential for 18 business units in four disparate industry segments, including food service and child-care operations. Value creation opportunities exceeded $100 million in the first two years of implementation. John led a value management implementation for a large paper manufacturer and distributor, which resulted in that company’s stock outperforming the S&P500 by over 160% over the next three years. For a mid-cap manufacturer, led an effort to restructure the corporate portfolio of businesses which caused the firm’s stock to double in one quarter. This firm outperformed all other U.S. mid-cap firms for the next five years in Total Shareholder Return. Co-led a major re-engineering effort for a SEA oil company which identified value creation opportunities of over $500 million. Led efforts to identify value creation opportunities and value drivers for three of the largest privately held firms in the U.S. Education: John holds a BA from Long Island University, Magna Cum Laude, and a MBA from Pepperdine University. Resume: John T. Kopeck Appendix A

35. John. Relevant experience includes: years in Total Shareholder Return. Co-led a major re-engineering effort for a SEA oil company which identified value creation opportunities of over $500 million. Led efforts to identify value creation opportunities and value drivers for three of the largest privately held firms in the U.S. Education: John Resume: Don Templin Appendix A

36. It is the PwC objective to make sure your project gets the best people, approach and client experience on the project as it develops. To help ensure that we fully leverage the collective experience and wisdom of our global firm, we have identified an experienced group of partners who will serve as advisors to the project team. The following Project Advisors have agreed to stay in constant global (Lotus Notes) communication with the Project Team to ensure that this project constantly gets the best strategic thinking and resources available in our global network. They will also participate in review of work products and deliverables, as appropriate. Peter Powell Don Templin Fred Cohen Project Advisors Appendix B