-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, F1YrChEpX+Bm2RADESiFf5lOuLDzzeBbnfBGP0qJ8SxNtlL9r3Gvd3yZlK7h+buQ U3Y3msgAkqs+iUEoUwSxoA== 0000950162-94-000728.txt : 19941031 0000950162-94-000728.hdr.sgml : 19941031 ACCESSION NUMBER: 0000950162-94-000728 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19941028 EFFECTIVENESS DATE: 19941116 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: LOUISIANA LAND & EXPLORATION CO CENTRAL INDEX KEY: 0000060512 STANDARD INDUSTRIAL CLASSIFICATION: 1311 IRS NUMBER: 720244700 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-56209 FILM NUMBER: 94555650 BUSINESS ADDRESS: STREET 1: 909 POYDRAS ST CITY: NEW ORLEANS STATE: LA ZIP: 70112 BUSINESS PHONE: 5045666500 MAIL ADDRESS: STREET 2: P O BOX 60350 CITY: NEW ORLEANS STATE: LA ZIP: 70160 S-8 1 Registration No. 33- ______________________________________________________________________________ ______________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ Form S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 _________________ THE LOUISIANA LAND AND EXPLORATION COMPANY (Exact name of issuer as specified in its charter) Maryland 72-0244700 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 909 Poydras Street New Orleans, Louisiana 70160 (504) 566-6500 (Address of Principal Executive Offices) _________________ The LL&E Savings Plan (Full title of the plan) ________________ Frederick J. Plaeger, II, Esq. General Counsel and Corporate Secretary The Louisiana Land and Exploration Company 909 Poydras Street New Orleans, Louisiana 70160 (504) 566-6500 (Name, address, including zip code, and telephone number, including area code, of agent for service) ________________ Copy to: John Schuster, Esq. Cahill Gordon & Reindel 80 Pine Street New York, New York 10005 ________________ Approximate date of proposed sale to public: From time to time after the effective date of this Registration Statement. (Cover page continued on next page) _______________________________ CALCULATION OF REGISTRATION FEE _______________________________ Proposed Proposed Maximum Title of Maximum Aggregate Amount of Securities to Amount to be Offering Price Offering Registration be Registered Registered Per Share Price Fee Capital Stock, 250,000 (1) $44.25 (2) $11,062,500 (2) $3,815 par value $.15 --- per share Participations in The LL&E Savings Plan (3) --- --- (4) (1) An additional 500,000 shares of Capital Stock, par value $.15 per share, offered pursuant to The LL&E Savings Plan have been previously registered on Registration Statements No. 2-98948 and No. 33-22338 and the registration fee for such shares has been previously paid. (2) Estimated solely for the purpose of calculating the registration fee, computed pursuant to Rules 457(c) and (h) under the Securities Act of 1933, as amended, on the basis of the average of the high and low prices of a share of the registrant's Capital Stock as reported in the New York Stock Exchange - Composite Transactions System on October 25, 1994. (3) Pursuant to Rule 416(c) of the General Rules and Regulations (the "General Rules") under the Securities Act of 1933, as amended, this Registration Statement covers an indeterminate amount of Participations in The LL&E Savings Plan to be offered or sold pursuant to such plan. (4) Pursuant to Rule 457(h)(2) of the General Rules, no registration fee is required to be paid with respect to the Participations being registered hereby. ______________________________________________________________________________ ______________________________________________________________________________ PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS ITEM 1. Plan Information.* ITEM 2. Registrant Information and Employee Plan Annual Information.* * Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the "Securities Act") and the Note to Part I of Form S-8. PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents have been filed by The Louisiana Land and Exploration Company (the "Company") with the Securities and Exchange Commission (the "Commission") and are hereby incorporated by reference in this Registration Statement: (a) The Company's Annual Report on Form 10-K for the year ended December 31, 1993 and the Annual Report on Form 11-K of The LL&E Savings Plan (the "Plan") for the year ended December 31, 1993; (b) The Company's Quarterly Report on Form 10-Q for the quarters ended March 31, 1994 and June 30, 1994; and (c) The section entitled "Description of Capital Stock" contained in the Registrant's Registration Statement on Form S-3 (File No. 33-50161). All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") prior to the filing of a post- effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a -2- part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. Other than the Participations offered hereby, the class of securities offered hereby is registered under Section 12 of the Exchange Act. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. None. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Under the Article entitled "Corporations and Associations" of the Annotated Code of the State of Maryland, Section 2-418, the Company is empowered to indemnify directors, officers, agents and employees, to purchase and maintain liability insurance on behalf of such persons and to create other and further rights of indemnification by by-law or otherwise. The present indemnification provisions (Article VII, Section 6) of the Company's by-laws expressly provide indemnification for officers and directors of the Company and its subsidiary companies. The indemnification provisions apply to both civil and criminal actions and permit indemnification against expenses (including attorneys' fees), judgments, fines, costs and amounts paid in settlement actually and reasonably incurred if the director or officer acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to criminal proceedings, if he had no reason to believe his conduct was unlawful. The directors and officers of the Registrant and its subsidiaries are insured (subject to certain exceptions and deductions) against liabilities which they may incur -3- in their capacity as such, including liabilities under the Securities Act of 1933, under liability insurance policies carried by the Company. The policies cover a one-year period ending June 1, 1995, and the Company expects to be able to renew such policies for additional one-year periods on comparable terms. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. ITEM 8. EXHIBITS. The following exhibits are filed as a part of this Registration Statement: Exhibit No. Description 5 Opinion of Cahill Gordon & Reindel as to the legality of the Capital Stock being registered 15 Letter of KPMG Peat Marwick LLP re: Unaudited interim financial information 23.1 Consent of Cahill Gordon & Reindel (see Exhibit 5) 23.2 Consent of KPMG Peat Marwick LLP 24 Powers of Attorney ITEM 9. UNDERTAKINGS. The undersigned registrant hereby undertakes: (1) to file, during any period in which offers of sales are being made, if applicable, a post-effective amendment to this Registration Statement: (a) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (b) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; provided, however that clauses (1)(a) and 1(b) shall not -4- apply if the information required to be included therein is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement; and (c) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; (2) that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such -5- director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. The registrant undertakes that it will submit or has submitted the Plan and any amendments thereto to the Internal Revenue Service (the "IRS") in a timely manner and has made or will make all changes required by the IRS in order to qualify the Plan under Section 401 of the Internal Revenue Code. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New Orleans, State of Louisiana on the 28th day of October, 1994. THE LOUISIANA LAND AND EXPLORATION COMPANY By: /s/ Frederick J. Plaeger, II Frederick J. Plaeger, II General Counsel and Corporate Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Capacity in Which Signed Date ___________*____________ Chairman of the Board, October 28, 1994 H. Leighton Steward President, Chief Executive Officer and Director (Principal Executive Officer) ___________*____________ Executive Vice President, October 28, 1994 Richard A. Bachmann Finance and Administration; Chief Financial Officer and Director (Principal Financial Officer) ___________*____________ Vice President and Controller October 28, 1994 Jerry D. Carlisle (Principal Accounting Officer) ___________*____________ Director October 28, 1994 Leland C. Adams ___________*____________ Director October 28, 1994 John F. Greene ___________*____________ Director October 28, 1994 Eamon M. Kelly ___________*____________ Director October 28, 1994 Kenneth W. Orce ___________*____________ Director October 28, 1994 Victor A. Rice ___________*____________ Director October 28, 1994 Orin R. Smith ___________*____________ Director October 28, 1994 Arthur R. Taylor ___________*____________ Director October 28, 1994 W.R. Timken, Jr. ___________*____________ Director October 28, 1994 Carlisle A.H. Trost ___________*____________ Director October 28, 1994 E.L. Williamson /s/ Frederick J. Plaeger, II Frederick J. Plaeger, II General Counsel and Corporate Secretary (As Attorney-in-fact for each of the persons indicated)* The Plan. Pursuant to the requirements of the Securities Act of 1933, The LL&E Savings Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized in the City of New Orleans, State of Louisiana, on the 28th day of October, 1994. THE LL&E SAVINGS PLAN By:/s/ Richard A. Bachmann Richard A. Bachmann, Benefits Committee Exhibit Index Exhibit No. Description 5 Opinion of Cahill Gordon & Reindel as to the legality of the Capital Stock being registered 15 Letter of KPMG Peat Marwick LLP re: Unaudited interim financial information 23.1 Consent of Cahill Gordon & Reindel (see Exhibit 5) 23.2 Consent of KPMG Peat Marwick LLP 24 Powers of Attorney EX-5 2 OPINION OF CAHILL GORDON & REINDEL EXHIBIT 5 Cahill Gordon & Reindel 80 Pine Street New York, New York 10005 (212) 701-3000 October 28, 1994 The Louisiana Land and Exploration Company 909 Poydras Street P.O. Box 60350 New Orleans, Louisiana 70160 Dear Sirs: We have acted as your counsel in connection with the preparation of a Registration Statement on Form S-8 (the "Registration Statement") being filed by you with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to the 250,000 shares of Capital Stock, par value $.15 per share (the "Additional Capital Stock") which are issuable pursuant to The LL&E Savings Plan (the "Plan") as well as participation interests of participants in the Plan. We advise you that in our opinion; (1) The Additional Capital Stock has been duly authorized for issuance by the Company and, when issued in the manner and for the consideration contemplated by the Plan (which consideration is assumed herein to be in no event less than the par value of the Additional Capital Stock being issued in exchange for such consideration), will be validly issued, fully paid and nonassessable; and (2) The Plan has been validly authorized by all corporate action necessary on the part of the Company and any interest or participations which participants under the Plan may acquire in or under the Plan will be legally created. We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the aforesaid Registration Statement. Very truly yours, /s/ Cahill Gordon & Reindel EX-15 3 LETTER RE UNAUDITED INTERIM FINANCIAL INFORMATION EXHIBIT 15 The Louisiana Land and Exploration Company New Orleans, Louisiana Gentlemen: Re: Registration Statement on Form S-8 relating to 250,000 shares of capital stock and an indeterminate number of participations to be registered for The LL&E Savings Plan With respect to the above-referenced Registration Statement, we acknowledge our awareness of the use of our reports dated May 6, 1994 and August 9, 1994, incorporated herein by reference related to our reviews of interim financial information. Pursuant to Rule 436(c) under the Securities Act, such reports are not considered a part of a Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of the Act. Very truly yours, /s/ KPMG Peat Marwick LLP KPMG Peat Marwick LLP New Orleans, Louisiana October 25, 1994 EX-23.2 4 CONSENT OF KPMG PEAT MARWICK LLP Exhibit 23.2 The Board of Directors The Louisiana Land and Exploration Company: We consent to the use of our report dated February 9, 1994 on the consolidated financial statements of The Louisiana Land and Exploration Company and subsidiaries as of December 31, 1993 and 1992, and for each of the years in the three-year period then ended incorporated by reference herein. Our report refers to a change in the methods of accounting for income taxes and postretirement benefits other than pensions. We also consent to the use of our report dated April 8, 1994 on the financial statements of The LL&E Savings Plan as of December 31, 1993 and 1992, and for each of the years in the three-year period then ended incorporated by reference herein. /s/ KPMG Peat Marwick LLP KPMG Peat Marwick LLP New Orleans, Louisiana October 25, 1994 EX-24 5 POWERS OF ATTORNEY Exhibit 24 THE LOUISIANA LAND AND EXPLORATION COMPANY Power of Attorney The undersigned hereby appoints Jerry D. Carlisle and Frederick J. Plaeger, II, and each of them, the true and lawful attorney of the undersigned, with power to act on behalf of the undersigned, to execute in his name, place and stead in his capacity as an officer or director or both of The Louisiana Land and Exploration Company, a Maryland corporation (the "Company"), such Registration Statement or Registration Statements under the Securities Act of 1933, as amended, on Form S-8 covering the interests of participants in The LL&E Savings Plan (the "Savings Plan"), shares of the Company's Capital Stock, par value $.15 per share ("Capital Stock"), to be issued pursuant to the Savings Plan, the interests of participants in the Company's 1988 Long-Term Stock Incentive Plan (the "Incentive Plan"), and shares of Capital Stock to be issued pursuant to the Incentive Plan, and any amendments to such Registration Statement or Registration Statements (including post-effective amendments or registration statements on Form S-3, or otherwise required in connection with the resale of any Capital Stock), and all instruments necessary or incidental in connection therewith, and to file or cause to be filed such Registration Statement or Registration Statements and amendments thereto (including post-effective amendments or registration statements on Form S-3, or otherwise required in connection with the resale of any Capital Stock) and other instruments with the Securities and Exchange Commission. The said attorney shall have full power and authority to do and perform, in the name and on behalf of the undersigned, every act whatsoever necessary or desirable to be done in the premises, as fully to all intents and purposes as the undersigned could do in person. The undersigned hereby ratifies and approves the actions of said attorney. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on the 30th day of September, 1994. /s/ Richard A. Bachmann Richard A. Bachmann THE LOUISIANA LAND AND EXPLORATION COMPANY Power of Attorney The undersigned hereby appoints Richard A. Bachmann and Frederick J. Plaeger, II, and each of them, the true and lawful attorney of the undersigned, with power to act on behalf of the undersigned, to execute in his name, place and stead in his capacity as an officer or director or both of The Louisiana Land and Exploration Company, a Maryland corporation (the "Company"), such Registration Statement or Registration Statements under the Securities Act of 1933, as amended, on Form S-8 covering the interests of participants in The LL&E Savings Plan (the "Savings Plan"), shares of the Company's Capital Stock, par value $.15 per share ("Capital Stock"), to be issued pursuant to the Savings Plan, the interests of participants in the Company's 1988 Long-Term Stock Incentive Plan (the "Incentive Plan"), and shares of Capital Stock to be issued pursuant to the Incentive Plan, and any amendments to such Registration Statement or Registration Statements (including post-effective amendments or registration statements on Form S-3, or otherwise required in connection with the resale of any Capital Stock), and all instruments necessary or incidental in connection therewith, and to file or cause to be filed such Registration Statement or Registration Statements and amendments thereto (including post-effective amendments or registration statements on Form S-3, or otherwise required in connection with the resale of any Capital Stock) and other instruments with the Securities and Exchange Commission. The said attorney shall have full power and authority to do and perform, in the name and on behalf of the undersigned, every act whatsoever necessary or desirable to be done in the premises, as fully to all intents and purposes as the undersigned could do in person. The undersigned hereby ratifies and approves the actions of said attorney. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on the 30th day of September, 1994. /s/ Jerry D. Carlisle Jerry D. Carlisle THE LOUISIANA LAND AND EXPLORATION COMPANY Power of Attorney The undersigned hereby appoints Jerry D. Carlisle, Frederick J. Plaeger, II and Richard A. Bachmann, and each of them, the true and lawful attorney of the undersigned, with power to act on behalf of the undersigned, to execute in his name, place and stead in his capacity as an officer or director or both of The Louisiana Land and Exploration Company, a Maryland corporation (the "Company"), such Registration Statement or Registration Statements under the Securities Act of 1933, as amended, on Form S-8 covering the interests of participants in The LL&E Savings Plan (the "Savings Plan"), shares of the Company's Capital Stock, par value $.15 per share ("Capital Stock"), to be issued pursuant to the Savings Plan, the interests of participants in the Company's 1988 Long-Term Stock Incentive Plan (the "Incentive Plan"), and shares of Capital Stock to be issued pursuant to the Incentive Plan, and any amendments to such Registration Statement or Registration Statements (including post-effective amendments or registration statements on Form S-3, or otherwise required in connection with the resale of any Capital Stock), and all instruments necessary or incidental in connection therewith, and to file or cause to be filed such Registration Statement or Registration Statements and amendments thereto (including post-effective amendments or registration statements on Form S-3, or otherwise required in connection with the resale of any Capital Stock) and other instruments with the Securities and Exchange Commission. The said attorney shall have full power and authority to do and perform, in the name and on behalf of the undersigned, every act whatsoever necessary or desirable to be done in the premises, as fully to all intents and purposes as the undersigned could do in person. The undersigned hereby ratifies and approves the actions of said attorney. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on the 30th day of September, 1994. /s/ H. L. Steward H. L. Steward THE LOUISIANA LAND AND EXPLORATION COMPANY Power of Attorney The undersigned hereby appoints Jerry D. Carlisle, Frederick J. Plaeger, II and Richard A. Bachmann, and each of them, the true and lawful attorney of the undersigned, with power to act on behalf of the undersigned, to execute in his name, place and stead in his capacity as an officer or director or both of The Louisiana Land and Exploration Company, a Maryland corporation (the "Company"), such Registration Statement or Registration Statements under the Securities Act of 1933, as amended, on Form S-8 covering the interests of participants in The LL&E Savings Plan (the "Savings Plan"), shares of the Company's Capital Stock, par value $.15 per share ("Capital Stock"), to be issued pursuant to the Savings Plan, the interests of participants in the Company's 1988 Long-Term Stock Incentive Plan (the "Incentive Plan"), and shares of Capital Stock to be issued pursuant to the Incentive Plan, and any amendments to such Registration Statement or Registration Statements (including post-effective amendments or registration statements on Form S-3, or otherwise required in connection with the resale of any Capital Stock), and all instruments necessary or incidental in connection therewith, and to file or cause to be filed such Registration Statement or Registration Statements and amendments thereto (including post-effective amendments or registration statements on Form S-3, or otherwise required in connection with the resale of any Capital Stock) and other instruments with the Securities and Exchange Commission. The said attorney shall have full power and authority to do and perform, in the name and on behalf of the undersigned, every act whatsoever necessary or desirable to be done in the premises, as fully to all intents and purposes as the undersigned could do in person. The undersigned hereby ratifies and approves the actions of said attorney. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on the 30th day of September, 1994. /s/ Leland C. Adams Leland C. Adams THE LOUISIANA LAND AND EXPLORATION COMPANY Power of Attorney The undersigned hereby appoints Jerry D. Carlisle, Frederick J. Plaeger, II and Richard A. Bachmann, and each of them, the true and lawful attorney of the undersigned, with power to act on behalf of the undersigned, to execute in his name, place and stead in his capacity as an officer or director or both of The Louisiana Land and Exploration Company, a Maryland corporation (the "Company"), such Registration Statement or Registration Statements under the Securities Act of 1933, as amended, on Form S-8 covering the interests of participants in The LL&E Savings Plan (the "Savings Plan"), shares of the Company's Capital Stock, par value $.15 per share ("Capital Stock"), to be issued pursuant to the Savings Plan, the interests of participants in the Company's 1988 Long-Term Stock Incentive Plan (the "Incentive Plan"), and shares of Capital Stock to be issued pursuant to the Incentive Plan, and any amendments to such Registration Statement or Registration Statements (including post-effective amendments or registration statements on Form S-3, or otherwise required in connection with the resale of any Capital Stock), and all instruments necessary or incidental in connection therewith, and to file or cause to be filed such Registration Statement or Registration Statements and amendments thereto (including post-effective amendments or registration statements on Form S-3, or otherwise required in connection with the resale of any Capital Stock) and other instruments with the Securities and Exchange Commission. The said attorney shall have full power and authority to do and perform, in the name and on behalf of the undersigned, every act whatsoever necessary or desirable to be done in the premises, as fully to all intents and purposes as the undersigned could do in person. The undersigned hereby ratifies and approves the actions of said attorney. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on the 30th day of September, 1994. /s/ John F. Greene John F. Greene THE LOUISIANA LAND AND EXPLORATION COMPANY Power of Attorney The undersigned hereby appoints Jerry D. Carlisle, Frederick J. Plaeger, II and Richard A. Bachmann, and each of them, the true and lawful attorney of the undersigned, with power to act on behalf of the undersigned, to execute in his name, place and stead in his capacity as an officer or director or both of The Louisiana Land and Exploration Company, a Maryland corporation (the "Company"), such Registration Statement or Registration Statements under the Securities Act of 1933, as amended, on Form S-8 covering the interests of participants in The LL&E Savings Plan (the "Savings Plan"), shares of the Company's Capital Stock, par value $.15 per share ("Capital Stock"), to be issued pursuant to the Savings Plan, the interests of participants in the Company's 1988 Long-Term Stock Incentive Plan (the "Incentive Plan"), and shares of Capital Stock to be issued pursuant to the Incentive Plan, and any amendments to such Registration Statement or Registration Statements (including post-effective amendments or registration statements on Form S-3, or otherwise required in connection with the resale of any Capital Stock), and all instruments necessary or incidental in connection therewith, and to file or cause to be filed such Registration Statement or Registration Statements and amendments thereto (including post-effective amendments or registration statements on Form S-3, or otherwise required in connection with the resale of any Capital Stock) and other instruments with the Securities and Exchange Commission. The said attorney shall have full power and authority to do and perform, in the name and on behalf of the undersigned, every act whatsoever necessary or desirable to be done in the premises, as fully to all intents and purposes as the undersigned could do in person. The undersigned hereby ratifies and approves the actions of said attorney. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on the 30th day of September, 1994. /s/ Eamon M. Kelly Eamon M. Kelly THE LOUISIANA LAND AND EXPLORATION COMPANY Power of Attorney The undersigned hereby appoints Jerry D. Carlisle, Frederick J. Plaeger, II and Richard A. Bachmann, and each of them, the true and lawful attorney of the undersigned, with power to act on behalf of the undersigned, to execute in his name, place and stead in his capacity as an officer or director or both of The Louisiana Land and Exploration Company, a Maryland corporation (the "Company"), such Registration Statement or Registration Statements under the Securities Act of 1933, as amended, on Form S-8 covering the interests of participants in The LL&E Savings Plan (the "Savings Plan"), shares of the Company's Capital Stock, par value $.15 per share ("Capital Stock"), to be issued pursuant to the Savings Plan, the interests of participants in the Company's 1988 Long-Term Stock Incentive Plan (the "Incentive Plan"), and shares of Capital Stock to be issued pursuant to the Incentive Plan, and any amendments to such Registration Statement or Registration Statements (including post-effective amendments or registration statements on Form S-3, or otherwise required in connection with the resale of any Capital Stock), and all instruments necessary or incidental in connection therewith, and to file or cause to be filed such Registration Statement or Registration Statements and amendments thereto (including post-effective amendments or registration statements on Form S-3, or otherwise required in connection with the resale of any Capital Stock) and other instruments with the Securities and Exchange Commission. The said attorney shall have full power and authority to do and perform, in the name and on behalf of the undersigned, every act whatsoever necessary or desirable to be done in the premises, as fully to all intents and purposes as the undersigned could do in person. The undersigned hereby ratifies and approves the actions of said attorney. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on the 30th day of September, 1994. /s/ Kenneth W. Orce Kenneth W. Orce THE LOUISIANA LAND AND EXPLORATION COMPANY Power of Attorney The undersigned hereby appoints Jerry D. Carlisle, Frederick J. Plaeger, II and Richard A. Bachmann, and each of them, the true and lawful attorney of the undersigned, with power to act on behalf of the undersigned, to execute in his name, place and stead in his capacity as an officer or director or both of The Louisiana Land and Exploration Company, a Maryland corporation (the "Company"), such Registration Statement or Registration Statements under the Securities Act of 1933, as amended, on Form S-8 covering the interests of participants in The LL&E Savings Plan (the "Savings Plan"), shares of the Company's Capital Stock, par value $.15 per share ("Capital Stock"), to be issued pursuant to the Savings Plan, the interests of participants in the Company's 1988 Long-Term Stock Incentive Plan (the "Incentive Plan"), and shares of Capital Stock to be issued pursuant to the Incentive Plan, and any amendments to such Registration Statement or Registration Statements (including post-effective amendments or registration statements on Form S-3, or otherwise required in connection with the resale of any Capital Stock), and all instruments necessary or incidental in connection therewith, and to file or cause to be filed such Registration Statement or Registration Statements and amendments thereto (including post-effective amendments or registration statements on Form S-3, or otherwise required in connection with the resale of any Capital Stock) and other instruments with the Securities and Exchange Commission. The said attorney shall have full power and authority to do and perform, in the name and on behalf of the undersigned, every act whatsoever necessary or desirable to be done in the premises, as fully to all intents and purposes as the undersigned could do in person. The undersigned hereby ratifies and approves the actions of said attorney. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on the 30th day of September, 1994. /s/ Victor A. Rice Victor A. Rice THE LOUISIANA LAND AND EXPLORATION COMPANY Power of Attorney The undersigned hereby appoints Jerry D. Carlisle, Frederick J. Plaeger, II and Richard A. Bachmann, and each of them, the true and lawful attorney of the undersigned, with power to act on behalf of the undersigned, to execute in his name, place and stead in his capacity as an officer or director or both of The Louisiana Land and Exploration Company, a Maryland corporation (the "Company"), such Registration Statement or Registration Statements under the Securities Act of 1933, as amended, on Form S-8 covering the interests of participants in The LL&E Savings Plan (the "Savings Plan"), shares of the Company's Capital Stock, par value $.15 per share ("Capital Stock"), to be issued pursuant to the Savings Plan, the interests of participants in the Company's 1988 Long-Term Stock Incentive Plan (the "Incentive Plan"), and shares of Capital Stock to be issued pursuant to the Incentive Plan, and any amendments to such Registration Statement or Registration Statements (including post-effective amendments or registration statements on Form S-3, or otherwise required in connection with the resale of any Capital Stock), and all instruments necessary or incidental in connection therewith, and to file or cause to be filed such Registration Statement or Registration Statements and amendments thereto (including post-effective amendments or registration statements on Form S-3, or otherwise required in connection with the resale of any Capital Stock) and other instruments with the Securities and Exchange Commission. The said attorney shall have full power and authority to do and perform, in the name and on behalf of the undersigned, every act whatsoever necessary or desirable to be done in the premises, as fully to all intents and purposes as the undersigned could do in person. The undersigned hereby ratifies and approves the actions of said attorney. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on the 30th day of September, 1994. /s/ Orin R. Smith Orin R. Smith THE LOUISIANA LAND AND EXPLORATION COMPANY Power of Attorney The undersigned hereby appoints Jerry D. Carlisle, Frederick J. Plaeger, II and Richard A. Bachmann, and each of them, the true and lawful attorney of the undersigned, with power to act on behalf of the undersigned, to execute in his name, place and stead in his capacity as an officer or director or both of The Louisiana Land and Exploration Company, a Maryland corporation (the "Company"), such Registration Statement or Registration Statements under the Securities Act of 1933, as amended, on Form S-8 covering the interests of participants in The LL&E Savings Plan (the "Savings Plan"), shares of the Company's Capital Stock, par value $.15 per share ("Capital Stock"), to be issued pursuant to the Savings Plan, the interests of participants in the Company's 1988 Long-Term Stock Incentive Plan (the "Incentive Plan"), and shares of Capital Stock to be issued pursuant to the Incentive Plan, and any amendments to such Registration Statement or Registration Statements (including post-effective amendments or registration statements on Form S-3, or otherwise required in connection with the resale of any Capital Stock), and all instruments necessary or incidental in connection therewith, and to file or cause to be filed such Registration Statement or Registration Statements and amendments thereto (including post-effective amendments or registration statements on Form S-3, or otherwise required in connection with the resale of any Capital Stock) and other instruments with the Securities and Exchange Commission. The said attorney shall have full power and authority to do and perform, in the name and on behalf of the undersigned, every act whatsoever necessary or desirable to be done in the premises, as fully to all intents and purposes as the undersigned could do in person. The undersigned hereby ratifies and approves the actions of said attorney. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on the 30th day of September, 1994. /s/ Arthur R. Taylor Arthur R. Taylor THE LOUISIANA LAND AND EXPLORATION COMPANY Power of Attorney The undersigned hereby appoints Jerry D. Carlisle, Frederick J. Plaeger, II and Richard A. Bachmann, and each of them, the true and lawful attorney of the undersigned, with power to act on behalf of the undersigned, to execute in his name, place and stead in his capacity as an officer or director or both of The Louisiana Land and Exploration Company, a Maryland corporation (the "Company"), such Registration Statement or Registration Statements under the Securities Act of 1933, as amended, on Form S-8 covering the interests of participants in The LL&E Savings Plan (the "Savings Plan"), shares of the Company's Capital Stock, par value $.15 per share ("Capital Stock"), to be issued pursuant to the Savings Plan, the interests of participants in the Company's 1988 Long-Term Stock Incentive Plan (the "Incentive Plan"), and shares of Capital Stock to be issued pursuant to the Incentive Plan, and any amendments to such Registration Statement or Registration Statements (including post-effective amendments or registration statements on Form S-3, or otherwise required in connection with the resale of any Capital Stock), and all instruments necessary or incidental in connection therewith, and to file or cause to be filed such Registration Statement or Registration Statements and amendments thereto (including post-effective amendments or registration statements on Form S-3, or otherwise required in connection with the resale of any Capital Stock) and other instruments with the Securities and Exchange Commission. The said attorney shall have full power and authority to do and perform, in the name and on behalf of the undersigned, every act whatsoever necessary or desirable to be done in the premises, as fully to all intents and purposes as the undersigned could do in person. The undersigned hereby ratifies and approves the actions of said attorney. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on the 4th day of October, 1994. /s/ W.R. Timken, Jr. W.R. Timken, Jr. THE LOUISIANA LAND AND EXPLORATION COMPANY Power of Attorney The undersigned hereby appoints Jerry D. Carlisle, Federick J. Plaeger, II and Richard A. Bachmann, and each of them, the true and lawful attorney of the undersigned, with power to act on behalf of the undersigned, to execute in his name, place and stead in his capacity as an officer or director or both of The Louisiana Land and Exploration Company, a Maryland corporation (the "Company"), such Registration Statement or Registration Statements under the Securities Act of 1933, as amended, on Form S-8 covering the interests of participants in The LL&E Savings Plan (the "Savings Plan"), shares of the Company's Capital Stock, par value $.15 per share ("Capital Stock"), to be issued pursuant to the Savings Plan, the interests of participants in the Company's 1988 Long-Term Stock Incentive Plan (the "Incentive Plan"), and shares of Capital Stock to be issued pursuant to the Incentive Plan, and any amendments to such Registration Statement or Registration Statements (including post-effective amendments or registration statements on Form S-3, or otherwise required in connection with the resale of any Capital Stock), and all instruments necessary or incidental in connection therewith, and to file or cause to be filed such Registration Statement or Registration Statements and amendments thereto (including post-effective amendments or registration statements on Form S-3, or otherwise required in connection with the resale of any Capital Stock) and other instruments with the Securities and Exchange Commission. The said attorney shall have full power and authority to do and perform, in the name and on behalf of the undersigned, every act whatsoever necessary or desirable to be done in the premises, as fully to all intents and purposes as the undersigned could do in person. The undersigned hereby ratifies and approves the actions of said attorney. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on the 30th day of September, 1994. /s/ Carlisle A.H. Trost Carlisle A.H. Trost THE LOUISIANA LAND AND EXPLORATION COMPANY Power of Attorney The undersigned hereby appoints Jerry D. Carlisle, Frederick J. Plaeger, II and Richard A. Bachmann, and each of them, the true and lawful attorney of the undersigned, with power to act on behalf of the undersigned, to execute in his name, place and stead in his capacity as an officer or director or both of The Louisiana Land and Exploration Company, a Maryland corporation (the "Company"), such Registration Statement or Registration Statements under the Securities Act of 1933, as amended, on Form S-8 covering the interests of participants in The LL&E Savings Plan (the "Savings Plan"), shares of the Company's Capital Stock, par value $.15 per share ("Capital Stock"), to be issued pursuant to the Savings Plan, the interests of participants in the Company's 1988 Long-Term Stock Incentive Plan (the "Incentive Plan"), and shares of Capital Stock to be issued pursuant to the Incentive Plan, and any amendments to such Registration Statement or Registration Statements (including post-effective amendments or registration statements on Form S-3, or otherwise required in connection with the resale of any Capital Stock), and all instruments necessary or incidental in connection therewith, and to file or cause to be filed such Registration Statement or Registration Statements and amendments thereto (including post-effective amendments or registration statements on Form S-3, or otherwise required in connection with the resale of any Capital Stock) and other instruments with the Securities and Exchange Commission. The said attorney shall have full power and authority to do and perform, in the name and on behalf of the undersigned, every act whatsoever necessary or desirable to be done in the premises, as fully to all intents and purposes as the undersigned could do in person. The undersigned hereby ratifies and approves the actions of said attorney. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on the 30th day of September, 1994. /s/ E.L. Williamson E.L. Williamson -----END PRIVACY-ENHANCED MESSAGE-----