PREPENALTY NOTICE [JUN 29 2015]
ENF 42108

Randall Ebner
Assistant General Counsel
ExxonMobil Corp.
5959 Las Colinas Blvd.
Irving, TX 75039

Dear Mr. Ebner:

The Office of Foreign Assets Control (OFAC) has reason to believe that ExxonMobil Development Company, ExxonMobil Oil Corporation, and ExxonMobil Corporation (collectively, "ExxonMobil") engaged in certain conduct, detailed below, prohibited by Executive orders and/or regulations promulgated pursuant to the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701-06 (IEEPA).

Apparent Violations

The apparent violations for which this Prepenalty Notice ("Notice") is being issued involve ExxonMobil 's dealing in the blocked services of Specially Designated National and Blocked Person ("SDN") Igor Sechin, in apparent violation of§ 589.201 of the Ukraine-Related Sanctions Regulations, 31 C.F.R. part 589 (the "Regulations"), issued under the authority of, inter alia, IEEPA and the National Emergencies Act, 50 U.S.C. § 1601, et seq. Specifically, the apparent violations are as follows:

1. ExxonMobil Development Company's execution of the First Amendment Agreement to the Amended and Restated Agreement Between Rosneft Oil Company and ExxonMobil Development Company Regarding a Russian Far East Liquefied Natural Gas Project Development between on or about May 14, 2014 and on or about May 23, 2014 with SDN Igor Sechin;
2. ExxonMobil Oil Corp.'s execution of the Completion Deed to the Parent Agreement for the Anisinsko-Novosibirskiy Project between Rosneft Oil Company and ExxonMobil Oil Corp. on or about May 23, 2014 with SDN Igor Sechin;
3. ExxonMobil Oil Corp.'s execution of the Completion Deed to the Parent Agreement for the Severo-Karskiy Project between Rosneft Oil Company and ExxonMobil Oil Corp. on or about May 23, 2014 with SDN Igor Sechin ;
4. ExxonMobil Oil Corp.'s execution of the Completion Deed to the Parent Agreement for the Severo-Vrangelevskiy-1 Project between Rosneft Oil Company and ExxonMobil Oil Corp. on or about May 23, 2014 with SDN Igor Sechin;
5. ExxonMobil Oil Corp.'s execution of the Completion Deed to the Parent Agreement for the Severo-Vrangelevskiy-2 Project between Rosneft Oil Company and ExxonMobil Oil Corp. on or about May 23, 2014 with SDN Igor Sechin;
6. ExxonMobil Oil Corp.'s execution of the Completion Deed to the Parent Agreement for the Ust-Lenskiy Project between Rosneft Oil Company and ExxonMobil Oil Corp. on or about May 23, 2014 with SDN Igor Sechin;
7. ExxonMobil Oil Corp.'s execution of the Completion Deed to the Parent Agreement for the Ust-Olenekskiy Project between Rosneft Oil Company and ExxonMobil Oil Corp. on or about May 23, 2014 with SDN Igor Sechin; and
8. ExxonMobil Oil Corp.'s execution of the Completion Deed to the Parent Agreement for the Yuzhno-Chukotskiy Project between Rosneft Oil Company and ExxonMobil Oil Corp. on or about May 23, 2014 with SDN Igor Sechin.

As discussed further below, OFAC has considered all of the information in its possession related to the apparent violations, as well as the General Factors Affecting Administrative Action ("General Factors") set forth in OFAC's Economic Sanctions Enforcement Guidelines ("the Guidelines"). See 31 C.F.R. part 501, app. A (available at www.treasury.gov/ofac). A civil monetary penalty appears to be the appropriate enforcement response to the apparent violations.

Maximum Potential Penalty

Section 206(b) of IEEPA, 50 U.S.C. § l 705(b), as amended, provides, in part, for a civil penalty for each violation of IEEPA not to exceed the greater of $250,000 or an amount that is twice the amount of the transaction that is the basis of the violation with respect to which the penalty is imposed. Pursuant to this provision, ExxonMobil could be subject to a monetary penalty totaling $2,000,000 representing the sum of the maximum potential penalties for each of the eight apparent violations.

Proposed Penalty

Base Penalty Calculation: As described more fully in the Guidelines, in determining a proposed civil monetary penalty, OFAC first calculates a base penalty amount based on whether the apparent violations were voluntarily self-disclosed to OFAC and whether the case is determined to be "egregious."

After a review of the facts available to it, and pursuant to the Guidelines, OFAC has determined that:

• ExxonMobil did not make a voluntary self-disclosure.
• The apparent violations set forth above constitute an egregious case. The determination of egregiousness is based on an analysis of the applicable General Factors, with substantial weight to General Factors A, B, C, and D, as described below, with particular emphasis on General Factors A and B.

Accordingly, the base penalty for the apparent violations equals the sum of the maximum statutory penalty amount for each apparent violation, which in this case is $2,000,000.

(See attached Transaction and Penalty Amount Exhibit)

Analysis of General Factors: Pursuant to the Guidelines, OFAC may adjust the base penalty amount to reflect applicable General Factors, each of which may be considered aggravating or mitigating and may therefore result in a higher or lower proposed penalty.

In analyzing the General Factors, OFAC focused on the following:

Aggravating General Factors:

• ExxonMobil demonstrated reckless disregard for U.S. sanctions requirements by ignoring an abundance of warning signs to engage the services of SDN Igor Sechin;
• ExxonMobil's senior-most executives knew of Sechin's status as an SDN when they executed contracts with Sechin;
• ExxonMobil caused significant harm to the Ukraine-related sanctions program objectives by engaging the services of an SDN designated on the basis that he is an official of the Government of the Russian Federation contributing to the crisis in Ukraine; and
• ExxonMobil is a sophisticated and experienced oil and gas company that has global operations and routinely deals in goods, services, and technology subject to U.S. export controls.

Mitigating General Factors:

• ExxonMobil has had no OFAC sanctions enforcement history for the five years preceding the earliest transaction giving rise to the apparent violations.

OFAC has determined that these factors taken together support no change from the base penalty amount.

Proposed Civil Monetary Penalty: Pursuant to 31 C.F.R. 501, app. A(V), and in light of the analysis of the General Factors set forth above, OFAC intends to issue a civil monetary penalty against you in the amount of $2,000,000.

OFAC may adjust the proposed civil monetary penalty amount set forth above based on evidence presented in any response by you to this Notice, any additional facts otherwise made available to OFAC, and/or any modification resulting from further review and reconsideration by OFAC of the proposed civil monetary penalty in light of the General Factors.

Subsequent Proceedings

1. You have the right to provide a written response to OFAC within 30 days of the mailing of this Notice. Such written response to this Notice need not be in any particular form, but it should contain a response to the allegations herein, setting forth the reasons why the proposed penalty should not be imposed, or, if imposed, why the amount should be less than that proposed in this Notice. The written response should refer to the General Factors set forth in the Guidelines, and should provide any other information or evidence that you deem relevant to OFAC's consideration of this matter. The response should be addressed to: Julie M. Malec, Office of Foreign Assets Control, U.S. Department of the Treasury, 1500 Pennsylvania Avenue, NW, Washington, DC 20220. A copy may be sent by facsimile to (202) 622-5445, but the original also must be sent to OFAC by mail or courier and must be postmarked or date-stamped. You should retain a receipt or other evidence that shows the date you sent the response to OFAC. Your written response must be postmarked no later than 30 days after the date of service1 of this Notice. After receiving and considering any written response from you, OFAC may issue a Penalty Notice in accordance with 31 C.F.R. § 501, app. A(V)(A)(3), finding a violation and assessing a civil monetary penalty.

2. In the event that you elect not to respond within 30 days, OFAC will conclude that you have decided not to submit any new facts or explanations for OFAC's consideration. In such instance, OFAC may issue a Penalty Notice in accordance with 31 C.F.R. § 501, app. A(V)(A)(3), finding a violation and assessing a civil monetary penalty.

3. Should you seek to resolve this matter absent any final agency finding of violation, you may initiate settlement negotiations by telephoning the OFAC staff member named below under "Contact Person," or by submitting a written offer of settlement to OFAC, at any time during the civil penalty process. If the negotiations result in settlement within the time period set forth in this Notice, you will not be required to make a written response to this Notice, which will be withdrawn without a formal determination of violation. In the event no settlement is reached, the period specified for written response to this Notice remains in effect unless additional time is granted by OFAC.

Collection

31 C.F.R. § 501, app. A(V)(A)(4) provides that this matter may be referred for administrative collection measures by the Department of the Treasury or to the United States Department of Justice for appropriate action to recover the penalty in a civil suit if any penalty assessed is not paid within 30 days of the mailing of the written notice of the imposition of the penalty.

Please note that 31 U.S.C. § 7701 requires that a person assessed a penalty by a Federal agency furnish a taxpayer identification number/Social Security Number. OFAC hereby discloses OFAC's intent to use such number for the purposes of collection and reporting on any delinquent penalty amount in the event of a failure to pay the penalty imposed.

Contact Person

If you have any questions concerning this matter, please feel free to contact Julie M. Malec at telephone number (202) 622-1984. Please have the ENF number listed at the top of this Notice available when you call.

Sincerely,

[SIGNATURE]

Andrea Gacki
Associate Director for Compliance and Enforcement
Office of Foreign Assets Control

Encl


cc: Mitchell S. Ettinger
Skadden, Arps, Slate, Meagher & Flom LLP

Neil MacBride
Davis Polk & Wardell LLP

[1] The date of service of this Notice is the date stamped on the first page of this Notice, unless you submit to OFAC a copy of the envelope in which this Notice was sent showing a later postmark date, in which case the later date will be the date of service.