-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FFvJAX3/4EswwIlUANoVpKcvIrRqoVNYlzV7t2oF5W1MIh7eO9kaJN4buf8clWbi cWmjYaEq3M46zDnqtvqURA== 0000950162-95-000866.txt : 19951002 0000950162-95-000866.hdr.sgml : 19951002 ACCESSION NUMBER: 0000950162-95-000866 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19950926 EFFECTIVENESS DATE: 19951015 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: LOUISIANA LAND & EXPLORATION CO CENTRAL INDEX KEY: 0000060512 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [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: 033-62923 FILM NUMBER: 95576155 BUSINESS ADDRESS: STREET 1: 909 POYDRAS ST CITY: NEW ORLEANS STATE: LA ZIP: 70112 BUSINESS PHONE: 5045666500 MAIL ADDRESS: STREET 1: P O BOX 60350 CITY: NEW ORLEANS STATE: LA ZIP: 70160 S-8 1 REGISTRATION STATEMENT 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 Louisiana Land and Exploration Company 1995 Stock Option Plan for Non-Employee Directors (Full title of the plan) ________________ Frederick J. Plaeger, II, Esq. Vice President, 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, par 150,000 $36.9375 (1) $5,540,625 (1) $1,911 value $.15 per share (2) ___ (1) 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 regis- trant's Capital Stock as reported in the New York Stock Exchange - Composite Transactions System on September 22, 1995. (2) Includes Capital Stock Purchase Rights issuable under the registrant's Rights Plan. Since no separate consideration is paid for the Rights, the registration fee is included in the fee for Capital Stock.
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 Loui- siana 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, 1994; (b) The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995 and June 30, 1995; (c) The Company's Current Report on Form 8-K dated January 27, 1995; and (d) The section entitled "Description of Capital Stock" contained in the Company's Registration Statement on Form S-3 (File No. 33-50161). All documents subsequently filed by the Company 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 amend- ment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, -2- shall be deemed to be incorporated by reference in this Regis- tration Statement and to be a part hereof from the date of fil- ing 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 con- tained 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 modi- fied 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. Kenneth W. Orce, a Director and stockholder of the Company who is eligible to participate in The Louisiana Land and Exploration Company 1995 Stock Option Plan for Non-Employee Directors, is a partner of the law firm Cahill Gordon & Reindel, which firm has given an opinion upon the validity of the securities being registered hereunder and has provided and continues to provide legal services to the Company. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Under the Article entitled "Corporations and Associa- tions" of the Annotated Code of the State of Maryland, Sec- tion 2-418, the Company is empowered to indemnify directors, officers, agents and employees, to purchase and maintain lia- bility 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 com- panies. 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 such director or officer reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to criminal proceedings, if such director or officer had no reason to believe his or her conduct was unlawful. -3- The directors and officers of the Company 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, under liability insurance policies carried by the Company. The policies cover a one-year period ending June 1, 1996, and the Company expects to be able to renew such policies for addi- tional 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: Unau- dited interim financial information 23.1 Consent of Cahill Gordon & Reindel (included in 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 Securi- ties 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 aggre- gate, represent a fundamental change in the information set forth in the Registration Statement; and (c) to -4- include any material information with respect to the plan of distribution not previously disclosed in the Registra- tion Statement or any material change to such information 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; (2) that, for the purpose of determining any lia- bility under the Securities Act of 1933, each such post- effective amendment shall be deemed to be a new registra- tion 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 pur- suant 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 Com- mission 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 regis- trant 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 direc- tor, officer or controlling person in connection with the secu- rities being registered, the registrant will, unless in the -5- opinion of its counsel the matter has been settled by control- ling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against pub- lic 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, 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 autho- rized, in the City of New Orleans, State of Louisiana on the 26th day of September, 1995. THE LOUISIANA LAND AND EXPLORATION COMPANY By: /s/ Frederick J. Plaeger, II Frederick J. Plaeger, II Vice President, General Counsel and Corporate Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the fol- lowing persons in the capacities and on the dates indicated. Signature Capacity in Which Signed Date ___________*____________ Chairman of the Board, September 26, 1995 H. Leighton Steward President, Chief Executive Officer and Director (Principal Executive Officer) * Senior Vice President and September 26, 1995 Louis A. Raspino, Jr. Chief Financial Officer (Principal Financial Officer) ___________*____________ Vice President and Controller September 26, 1995 Jerry D. Carlisle (Principal Accounting Officer) ___________*____________ Director September 26, 1995 Richard A. Bachmann ___________*____________ Director September 26, 1995 John F. Greene ___________*____________ Director September 26, 1995 Robert E. Howson ___________*____________ Director September 26, 1995 Eamon M. Kelly ___________*____________ Director September 26, 1995 Kenneth W. Orce ___________*____________ Director September 26, 1995 Victor A. Rice ___________*____________ Director September 26, 1995 Orin R. Smith ___________*____________ Director September 26, 1995 Arthur R. Taylor ___________*____________ Director September 26, 1995 W.R. Timken, Jr. ___________*____________ Director September 26, 1995 Carlisle A.H. Trost /s/ Frederick J. Plaeger, II Frederick J. Plaeger, II Vice President, 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: Unau- dited interim financial information 23.1 Consent of Cahill Gordon & Reindel (included in Exhibit 5) 23.2 Consent of KPMG Peat Marwick LLP 24 Powers of Attorney EX-5 2 OPINION OF CGR EXHIBIT 5 Cahill Gordon & Reindel 80 Pine Street New York, New York 10005 (212) 701-3000 September 26, 1995 The Louisiana Land and Exploration Company 909 Poydras Street P.O. Box 60350 New Orleans, Louisiana 70160 Ladies and Gentlemen: We have acted as your counsel in connection with the preparation of a Registration Statement on Form S-8 (the "Reg- istration Statement") being filed by you with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to the 150,000 shares of Capital Stock, par value $.15 per share (the "Capital Stock"), of The Louisi- ana Land and Exploration Company (the "Company") which are issuable pursuant to stock options (each, an "Option") granted and to be granted pursuant to The Louisiana Land and Explora- tion Company 1995 Stock Option Plan for Non-Employee Directors (the "Plan"). We advise you that, in our opinion, upon the issuance of Capital Stock pursuant to an Option 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 appli- cable Option (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 nonassessable. 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 UNAUDITED INTERIM FINANCIAL INFORMATION EXHIBIT 15 The Louisiana Land and Exploration Company New Orleans, Louisiana Ladies and Gentlemen: Re: Registration Statement on Form S-8 relating to 150,000 shares of capital stock to be registered for The Louisiana Land and Exploration Company 1995 Stock Option Plan for Non-Employee Directors With respect to the above-referenced Registration Statement, we acknowledge our awareness of the use of our reports dated May 12, 1995 and August 11, 1995, 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 September 25, 1995 EX-23.A 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 3, 1995 on the consolidated financial statements of The Louisiana Land and Exploration Company and subsidiaries as of December 31, 1994 and 1993, and for each of the years in the three-year period then ended incorporated by reference herein. Our report refers to the adoption in 1993 of the methods of accounting for income taxes and postretirement benefits other than pensions pre- scribed by Statements of Financial Accounting Standards Nos. 109 and 106, respectively. In addition, our report refers to a change in 1994 of the method of assessing the impairment of the capitalized costs of proved oil and gas properties and other long-lived assets. /s/ KPMG Peat Marwick LLP KPMG Peat Marwick LLP New Orleans, Louisiana September 25, 1995 EX-24 5 POWER OF ATTORNEY Exhibit 24 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 Mary- land corporation (the "Company"), such Registration Statement or Registration Statements under the Securities Act of 1933, as amended, on Form S-8 covering shares of the Company's Capital Stock, par value $.15 per share ("Capital Stock"), to be issued in connection with stock options granted or to be granted pur- suant to The Louisiana Land and Exploration Company 1995 Stock Option Plan for Non-Employee Directors (the "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 nec- essary 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 Commis- sion. 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 under- signed 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 26th day of September, 1995. /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 Mary- land corporation (the "Company"), such Registration Statement or Registration Statements under the Securities Act of 1933, as amended, on Form S-8 covering shares of the Company's Capital Stock, par value $.15 per share ("Capital Stock"), to be issued in connection with stock options granted or to be granted pur- suant to The Louisiana Land and Exploration Company 1995 Stock Option Plan for Non-Employee Directors (the "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 nec- essary 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 Commis- sion. 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 under- signed 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 26th day of September, 1995. /s/ Louis A. Raspino, Jr. Louis A. Raspino, Jr. 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 "Com- pany"), such Registration Statement or Registration Statements under the Securities Act of 1933, as amended, on Form S-8 cov- ering shares of the Company's Capital Stock, par value $.15 per share ("Capital Stock"), to be issued in connection with stock options granted or to be granted pursuant to The Louisiana Land and Exploration Company 1995 Stock Option Plan for Non-Employee Directors (the "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 neces- sary 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 26th day of September, 1995. /s/ Jerry D. Carlisle Jerry D. Carlisle 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 "Com- pany"), such Registration Statement or Registration Statements under the Securities Act of 1933, as amended, on Form S-8 cov- ering shares of the Company's Capital Stock, par value $.15 per share ("Capital Stock"), to be issued in connection with stock options granted or to be granted pursuant to The Louisiana Land and Exploration Company 1995 Stock Option Plan for Non-Employee Directors (the "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 neces- sary 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 26th day of September, 1995. /s/ Richard A. Bachmann Richard A. Bachmann 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 Mary- land corporation (the "Company"), such Registration Statement or Registration Statements under the Securities Act of 1933, as amended, on Form S-8 covering shares of the Company's Capital Stock, par value $.15 per share ("Capital Stock"), to be issued in connection with stock options granted or to be granted pur- suant to The Louisiana Land and Exploration Company 1995 Stock Option Plan for Non-Employee Directors (the "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 nec- essary 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 Commis- sion. 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 under- signed 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 26th day of September, 1995. /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 Mary- land corporation (the "Company"), such Registration Statement or Registration Statements under the Securities Act of 1933, as amended, on Form S-8 covering shares of the Company's Capital Stock, par value $.15 per share ("Capital Stock"), to be issued in connection with stock options granted or to be granted pur- suant to The Louisiana Land and Exploration Company 1995 Stock Option Plan for Non-Employee Directors (the "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 nec- essary 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 Commis- sion. 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 under- signed 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 26th day of September, 1995. /s/ Robert E. Howson Robert E. Howson 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 Mary- land corporation (the "Company"), such Registration Statement or Registration Statements under the Securities Act of 1933, as amended, on Form S-8 covering shares of the Company's Capital Stock, par value $.15 per share ("Capital Stock"), to be issued in connection with stock options granted or to be granted pur- suant to The Louisiana Land and Exploration Company 1995 Stock Option Plan for Non-Employee Directors (the "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 nec- essary 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 Commis- sion. 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 under- signed 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 26th day of September, 1995. /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 Mary- land corporation (the "Company"), such Registration Statement or Registration Statements under the Securities Act of 1933, as amended, on Form S-8 covering shares of the Company's Capital Stock, par value $.15 per share ("Capital Stock"), to be issued in connection with stock options granted or to be granted pur- suant to The Louisiana Land and Exploration Company 1995 Stock Option Plan for Non-Employee Directors (the "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 nec- essary 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 Commis- sion. 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 under- signed 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 26th day of September, 1995. /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 Mary- land corporation (the "Company"), such Registration Statement or Registration Statements under the Securities Act of 1933, as amended, on Form S-8 covering shares of the Company's Capital Stock, par value $.15 per share ("Capital Stock"), to be issued in connection with stock options granted or to be granted pur- suant to The Louisiana Land and Exploration Company 1995 Stock Option Plan for Non-Employee Directors (the "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 nec- essary 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 Commis- sion. 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 under- signed 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 day of , 1995. /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 Mary- land corporation (the "Company"), such Registration Statement or Registration Statements under the Securities Act of 1933, as amended, on Form S-8 covering shares of the Company's Capital Stock, par value $.15 per share ("Capital Stock"), to be issued in connection with stock options granted or to be granted pur- suant to The Louisiana Land and Exploration 1995 Stock Option Plan for Non-Employee Directors (the "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 prem- ises, 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 26th day of September, 1995. /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 Mary- land corporation (the "Company"), such Registration Statement or Registration Statements under the Securities Act of 1933, as amended, on Form S-8 covering shares of the Company's Capital Stock, par value $.15 per share ("Capital Stock"), to be issued in connection with stock options granted or to be granted pur- suant to The Louisiana Land and Exploration Company 1995 Stock Option Plan for Non-Employee Directors (the "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 nec- essary 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 Commis- sion. 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 under- signed 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 26th day of September, 1995. /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 Mary- land corporation (the "Company"), such Registration Statement or Registration Statements under the Securities Act of 1933, as amended, on Form S-8 covering shares of the Company's Capital Stock, par value $.15 per share ("Capital Stock"), to be issued in connection with stock options granted or to be granted pur- suant to The Louisiana Land and Exploration Company 1995 Stock Option Plan for Non-Employee Directors (the "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 nec- essary 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 Commis- sion. 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 under- signed 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 26th day of September, 1995. /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, 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 Mary- land corporation (the "Company"), such Registration Statement or Registration Statements under the Securities Act of 1933, as amended, on Form S-8 covering shares of the Company's Capital Stock, par value $.15 per share ("Capital Stock"), to be issued in connection with stock options granted or to be granted pur- suant to The Louisiana Land and Exploration Company 1995 Stock Option Plan for Non-Employee Directors (the "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 nec- essary 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 Commis- sion. 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 under- signed 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 26th day of September, 1995. /s/ Carlisle A.H. Trost Carlisle A.H. Trost -----END PRIVACY-ENHANCED MESSAGE-----