-----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, o5+VawNGxDYIEGBtwQ3ccUKr8YyIy131fQ5S7sO0V7VPXNDrqnf9a/LAyqlx4o7d IBX+UWYXLg+2JcH9LreKDQ== 0000950162-94-000729.txt : 19941031 0000950162-94-000729.hdr.sgml : 19941031 ACCESSION NUMBER: 0000950162-94-000729 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: 033-56211 FILM NUMBER: 94555651 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 registrant 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 P.O. Box 60350 New Orleans, Louisiana 70160 (504) 566-6500 (Address of Principal Executive Offices and Zip Code) _____________________ The Louisiana Land and Exploration Company 1988 Long-Term Stock Incentive 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 P.O. Box 60350 New Orleans, Louisiana 70160 (504) 566-6500 (Name, address 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(1) Per Share Price Fee Capital Stock, par value $.15 per share 1,300,000 $44.25(2) $57,525,000(2) $19,836(2) _________________________________________________________________ _____________ (1) An additional 1,522,274 shares of Capital Stock, par value $.15 per share, offered pursuant to The Louisiana Land and Exploration Company 1988 Long-Term Stock Incentive Plan have been previously registered on Registration Statement No. 33-22108 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. _________________________________________________________________ _____________ _________________________________________________________________ _____________ 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; (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 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 -2- 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. 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 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 -3- 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 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 -4- 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 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. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all 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. Name Title 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 October 28, 1994 Jerry D. Carlisle Controller (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)* 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 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 1,300,000 shares of Capital Stock, par value $.15 per share (the "Capital Stock"), of The Louisiana Land and Exploration Company (the "Company") which are issuable pursuant to stock options, stock appreciation rights, performance shares, performance units, restricted stock and restricted stock units (each, an "Award") granted pursuant to The Louisiana Land and Exploration Company 1988 Long-Term Stock Incentive Plan (the "Plan"). We advise you that, in our opinion, upon the issuance of Capital Stock pursuant to an Award in accordance with the terms of the Plan, and in each case upon payment to the Company of any consideration for such Capital Stock provided for in the Plan or any agreement with the Company relating to the applicable Award (which consideration is assumed herein to be in no event less than the par value of the Capital Stock being issued upon such payment), the shares of the Capital Stock so issued will be validly issued, fully paid and non-assessable. 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 1,300,000 shares of capital stock to be registered for The Louisiana Land and Exploration Company 1988 Long-Term Stock Incentive 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. /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-----