EXXON <XON> TO LIMIT DIRECTORS' LIABILITY
Exxon Corp said that it will move to
protect its directors from liabilities arising from lawsuits
charging gross negligence.
    Exxon said directors' liabilities will be limited and they
will be indemnified for actions taken in pursuit of duties.
    The company said it was taking the opportunity to change
its bylaws and incoroporation certificate following changes in
the law of New Jersey, where the company is incoporated.
    The measures are being submitted to shareholders and will
be voted on at Exxon's annual meeting to be held May 21 in New
Orleans the company said in proxy material sent to
shareholders.
    Shareholders are being asked to approve an amendment to the
company's certificate to eliminate directors' maximum personal
monetary liability to the limit New Jersey allows.
    New Jersey recently permitted corporations to eliminate
monetary liability directors and owners may incur for breach of
duty care owed by them to corporations and shareholders.
    The company said that the principal effect of the measure
"will be to eliminate potential monetary damage actions against
directors."
    But the amendment will only limit liability in the event of
unintentional errors.
    It does not limit their liability for actions taken in
knowing violation of the law, nor will it limit potential
liabilities from violations of federal securities laws, the
company said in its proxy statemernt.
    A second measure proposed to shareholders is an amendment
to bylaws already voted on by the directors at their January
Board meeting making indeminifiacation of directors mandatory.
    Exxon said that it had currently purchased such insurance
from a captive insurance copany in the amount of 50 mln dlrs in
excess of 50 mln dlrs issued by independent companies to Exxon
to indemnify its directors.
 Reuter
