-----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, V113BTok6ZqhAy895DsRA5WgKIoSKSX5sl48JGb/xFWORmcmO+Ah6G+gN1Lzdcaz bDP34ygJxwFHASCNM2ILtg== 0000078214-97-000013.txt : 19970717 0000078214-97-000013.hdr.sgml : 19970717 ACCESSION NUMBER: 0000078214-97-000013 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970716 EFFECTIVENESS DATE: 19970716 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHILLIPS PETROLEUM CO CENTRAL INDEX KEY: 0000078214 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 730400345 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-31355 FILM NUMBER: 97641206 BUSINESS ADDRESS: STREET 1: PHILLIPS BUILDING STREET 2: 800 PLAZA OFFICE BUILDING CITY: BARTLESVILLE STATE: OK ZIP: 74004 BUSINESS PHONE: 9186616600 S-8 1 - ----------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION ---------------------------------- Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------------- PHILLIPS PETROLEUM COMPANY (Exact name of registrant as specified in its charter) Delaware 73-0400345 - ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) PHILLIPS BUILDING, BARTLESVILLE, OKLAHOMA 74004 (Address of principal executive offices) (Zip Code) OMNIBUS SECURITIES PLAN OF PHILLIPS PETROLEUM COMPANY (Full title of the plan) John A. Carrig Vice President and Treasurer Phillips Petroleum Company Bartlesville, Oklahoma 74004 (Name and address of agent for service) 918-661-5633 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE - ----------------------------------------------------------------- Proposed Proposed maximum maximum Title of Amount offering aggregate Amount of securities to to be price per offering registration be registered registered share price fee - ----------------------------------------------------------------- Common Stock ($1.25 par value)..... 5,000,000 $43.8125* $219,062,500 $66,383 shares - ----------------------------------------------------------------- ----------------- *Based on provision (c) of Rule 457, the proposed maximum offering price per share is based on the average of the high and low prices on July 10, 1997, as reported on July 11, 1997, in The Wall Street Journal. PART I The documents containing the information specified in this Part I will be sent or given to employees as specified by Rule 428(b)(1). 1 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE The documents listed below have been filed by Phillips Petroleum Company with the Commission and are incorporated herein by reference: (a) Phillips Petroleum Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996, as amended; (b) Phillips Petroleum Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997; (c) The description of Phillips Petroleum Company's common stock which is contained in its Registration Statement filed under Section 12 of the Securities Exchange Act of 1934, including any amendments or reports filed for the purpose of updating such description. All documents subsequently filed by the Registrant or the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of this Prospectus and 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 Prospectus and to be part thereof from the date of filing of such documents. Experts The financial statements and financial statement schedule of Phillips Petroleum Company and consolidated subsidiaries appearing in the Company's Annual Report on Form 10-K for the year ended December 31, 1996, as amended, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such financial statements and schedule are, and audited financial statements to be included in subsequently filed documents will be, incorporated herein in reliance upon the reports of Ernst & Young LLP pertaining to such financial statements (to the extent covered by consents filed with the Securities and Exchange Commission) given upon the authority of such firm as experts in accounting and auditing. II-1 Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Indemnification provisions of the registrant's bylaws are supplemented by directors' and officers' liability insurance with a limit of $200 million, which insurance is subject to a number of exclusions, deductibles and conditions. II-2 Item 8. EXHIBITS The following exhibits are filed herewith or incorporated by reference in accordance with Rule 411 of the General Rules and Regulations under the Securities Act of 1933, as indicated in the parentheses following the description of each exhibit: Exhibit 4 Omnibus Securities Plan of Phillips Petroleum Company (Incorporated by reference to Exhibit 10(l) to Phillips Petroleum Company's Annual Report on Form 10-K for the year ended December 31, 1996, as amended). Exhibit 5 Opinion of Counsel. Exhibit 23(a) Consent of Ernst & Young LLP. (b) Consent of Robert C. Koch, Esq. (included in Exhibit 5 above). Exhibit 24(a) Powers of Attorney. (b) A certified copy of a resolution adopted by the Board of Directors of Phillips Petroleum Company authorizing the Chief Executive Officer, the President, and any Vice President, or any one of them, to execute the registration statement including amendments thereto on behalf of the Company by acting either personally or through powers of attorney granted to Rand C. Berney, John A. Carrig and Jacqueline K. Wagner or any one of them (Incorporated by reference to Exhibit 24(b) to Phillips Petroleum Company's Registration Statement on Form S-8 (File No. 33-53567) filed May 10, 1994). II-3 Item 9. UNDERTAKING. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) 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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (iii) 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; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission 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 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. (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. II-4 (4) 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 Act 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 Act and will be governed by the final adjudication of such issue. II-5 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 Bartlesville, State of Oklahoma, on July 15, 1997. PHILLIPS PETROLEUM COMPANY W. W. Allen Chairman of the Board of Directors and Chief Executive Officer /s/ Jacqueline K. Wagner ---------------------------------- Jacqueline K. Wagner Attorney-in-Fact 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 date indicated. Signature Title Date --------- ----- ---- Principal executive officer W. W. Allen Chairman of the Board of Directors and Chief Executive /s/ Jacqueline K. Wagner Officer July 15, 1997 - ---------------------------- Jacqueline K. Wagner Attorney-in-Fact Principal financial officer Senior Vice President and Chief Financial /s/ T. C. Morris Officer July 15, 1997 - ---------------------------- T. C. Morris Principal accounting officer Vice President /s/ Jacqueline K. Wagner and Controller July 15, 1997 - ---------------------------- Jacqueline K. Wagner II-6 Signature Title Date --------- ----- ---- W. W. Allen Norman R. Augustine George B. Beitzel David L. Boren C. L. Bowerman Robert E. Chappell, Jr. Lawrence S. Eagleburger James B. Edwards Larry D. Horner J. J. Mulva Randall L. Tobias Victoria J. Tschinkel Kathryn C. Turner By /s/ Jacqueline K. Wagner Directors July 15, 1997 ------------------------- Jacqueline K. Wagner Attorney-in-Fact II-7 EX-5 2 Exhibit 5 PHILLIPS PETROLEUM COMPANY BARTLESVILLE, OKLAHOMA 74004 918 661-6600 LEGAL July 15, 1997 Phillips Petroleum Company Phillips Building Bartlesville, Oklahoma 74004 Dear Sirs: I have acted as counsel for Phillips Petroleum Company, a Delaware corporation (the "Company"), in connection with the preparation of the Company's Registration Statement on Form S-8 (the "Registration Statement"), being filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), in connection with the proposed offering of an aggregate of 5,000,000 shares of common stock, $1.25 par value, of the Company (the "Common Stock"). The Common Stock is proposed to be offered and sold by the Company to its employees from time to time under the terms of the Omnibus Securities Plan of Phillips Petroleum Company (the "Plan"), the form of which is filed as Exhibit 4 to the Registration Statement. In connection with the foregoing, I have examined the originals or copies, certified or otherwise authenticated to my satisfaction, of such corporate records of the Company, agreements and other instruments, certificates of public officials and of officers of the Company and other instruments and documents as I have deemed necessary to require as a basis for the opinions hereinafter expressed. As to various questions of fact material to such opinions, I have, where relevant facts were not independently established, relied upon statements of officers of the Company. On the basis of the foregoing, I advise you that in my opinion the Common Stock proposed to be sold by the Company, pursuant to the Plan, has been duly authorized for issuance and, subject to the Registration Statement's becoming effective under the Securities Act and to compliance with any applicable state securities or Blue Sky laws, will be when sold under the terms of the Plan legally issued, fully paid and nonassessable. I hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. In giving this consent, I do not thereby admit that I come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules or regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ Robert C. Koch EX-23 3 Exhibit 23(a) CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-8), pertaining to the Omnibus Securities Plan of Phillips Petroleum Company and to the incorporation by reference therein of our report dated February 21, 1997, with respect to the consolidated financial statements and schedule of Phillips Petroleum Company included in its Annual Report on Form 10-K for the year ended December 31, 1996, as amended, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Tulsa, Oklahoma July 15, 1997 EX-24 4 Exhibit 24(a) POWER OF ATTORNEY The person whose signature appears below hereby authorizes and appoints John A. Carrig, Jacqueline K. Wagner and Rand C. Berney, jointly and severally, as his true and lawful attorneys- in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to registration statements to be filed by Phillips Petroleum Company on Forms S-8 relating to Common Stock issued under benefit plans, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or any of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ W.W. Allen ---------------------------------- W.W. Allen Chairman of the Board of Directors and Chief Executive Officer; Principal Executive Officer Phillips Petroleum Company Date: July 14, 1997 POWER OF ATTORNEY The person whose signature appears below hereby authorizes and appoints John A. Carrig, Jacqueline K. Wagner and Rand C. Berney, jointly and severally, as his true and lawful attorneys-in- fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to registration statements to be filed by Phillips Petroleum Company on Forms S-8 relating to Common Stock issued under benefit plans, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or any of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. PHILLIPS PETROLEUM COMPANY /s/ W.W. Allen ---------------------------------- W.W. Allen Chairman of the Board of Directors and Chief Executive Officer Date: July 14, 1997 POWER OF ATTORNEY The person whose signature appears below hereby authorizes and appoints John A. Carrig and Rand C. Berney, jointly and severally, as his true and lawful attorneys-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to registration statements to be filed by Phillips Petroleum Company on Forms S-8 relating to Common Stock issued under benefit plans, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or any of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Jacqueline K. Wagner ----------------------------- Jacqueline K. Wagner Vice President and Controller Principal Accounting Officer Phillips Petroleum Company Date: July 14, 1997 POWER OF ATTORNEY The person whose signature appears below hereby authorizes and appoints John A. Carrig, Jacqueline K. Wagner and Rand C. Berney, jointly and severally, as his true and lawful attorneys- in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to registration statements to be filed by Phillips Petroleum Company on Forms S-8 relating to Common Stock issued under benefit plans, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or any of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ T.C. Morris ----------------------------------- T. C. Morris, Senior Vice President and Chief Financial Officer Principal Financial Officer Phillips Petroleum Company Date: July 11, 1997 POWER OF ATTORNEY The person whose signature appears below hereby authorizes and appoints John A. Carrig, Jacqueline K. Wagner and Rand C. Berney, jointly and severally, as his true and lawful attorneys- in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to registration statements to be filed by Phillips Petroleum Company on Forms S-8 relating to Common Stock issued under benefit plans, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or any of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ J.J. Mulva -------------------------- J. J. Mulva, Director Phillips Petroleum Company Date: July 14, 1997 POWER OF ATTORNEY The person whose signature appears below hereby authorizes and appoints John A. Carrig, Jacqueline K. Wagner and Rand C. Berney, jointly and severally, as his true and lawful attorneys- in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to registration statements to be filed by Phillips Petroleum Company on Forms S-8 relating to Common Stock issued under benefit plans, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or any of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Norman R. Augustine ----------------------------- Norman R. Augustine, Director Phillips Petroleum Company Date: July 14, 1997 POWER OF ATTORNEY The person whose signature appears below hereby authorizes and appoints John A. Carrig, Jacqueline K. Wagner and Rand C. Berney, jointly and severally, as his true and lawful attorneys- in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to registration statements to be filed by Phillips Petroleum Company on Forms S-8 relating to Common Stock issued under benefit plans, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or any of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ David L. Boren -------------------------- David L. Boren, Director Phillips Petroleum Company Date: July 14, 1997 POWER OF ATTORNEY The person whose signature appears below hereby authorizes and appoints John A. Carrig, Jacqueline K. Wagner and Rand C. Berney, jointly and severally, as his true and lawful attorneys- in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to registration statements to be filed by Phillips Petroleum Company on Forms S-8 relating to Common Stock issued under benefit plans, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or any of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ C.L. Bowerman -------------------------- C. L. Bowerman, Director Phillips Petroleum Company Date: July 14, 1997 POWER OF ATTORNEY The person whose signature appears below hereby authorizes and appoints John A. Carrig, Jacqueline K. Wagner and Rand C. Berney, jointly and severally, as his true and lawful attorneys- in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to registration statements to be filed by Phillips Petroleum Company on Forms S-8 relating to Common Stock issued under benefit plans, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or any of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Robert E. Chappell, Jr. --------------------------------- Robert E. Chappell, Jr., Director Phillips Petroleum Company Date: July 14, 1997 POWER OF ATTORNEY The person whose signature appears below hereby authorizes and appoints John A. Carrig, Jacqueline K. Wagner and Rand C. Berney, jointly and severally, as his true and lawful attorneys- in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to registration statements to be filed by Phillips Petroleum Company on Forms S-8 relating to Common Stock issued under benefit plans, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or any of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Lawrence S. Eagleburger --------------------------------- Lawrence S. Eagleburger, Director Phillips Petroleum Company Date: July 13, 1997 POWER OF ATTORNEY The person whose signature appears below hereby authorizes and appoints John A. Carrig, Jacqueline K. Wagner and Rand C. Berney, jointly and severally, as his true and lawful attorneys- in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to registration statements to be filed by Phillips Petroleum Company on Forms S-8 relating to Common Stock issued under benefit plans, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or any of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ James B. Edwards -------------------------- James B. Edwards, Director Phillips Petroleum Company Date: July 14, 1997 POWER OF ATTORNEY The person whose signature appears below hereby authorizes and appoints John A. Carrig, Jacqueline K. Wagner and Rand C. Berney, jointly and severally, as his true and lawful attorneys- in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to registration statements to be filed by Phillips Petroleum Company on Forms S-8 relating to Common Stock issued under benefit plans, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or any of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Larry D. Horner -------------------------- Larry D. Horner, Director Phillips Petroleum Company Date: July 14, 1997 POWER OF ATTORNEY The person whose signature appears below hereby authorizes and appoints John A. Carrig, Jacqueline K. Wagner and Rand C. Berney, jointly and severally, as his true and lawful attorneys- in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to registration statements to be filed by Phillips Petroleum Company on Forms S-8 relating to Common Stock issued under benefit plans, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or any of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Randall L. Tobias --------------------------- Randall L. Tobias, Director Phillips Petroleum Company Date: July 14, 1997 POWER OF ATTORNEY The person whose signature appears below hereby authorizes and appoints John A. Carrig, Jacqueline K. Wagner and Rand C. Berney, jointly and severally, as his true and lawful attorneys- in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to registration statements to be filed by Phillips Petroleum Company on Forms S-8 relating to Common Stock issued under benefit plans, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or any of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ George B. Beitzel --------------------------- George B. Beitzel, Director Phillips Petroleum Company Date: July 14, 1997 POWER OF ATTORNEY The person whose signature appears below hereby authorizes and appoints John A. Carrig, Jacqueline K. Wagner and Rand C. Berney, jointly and severally, as her true and lawful attorneys- in-fact and agent, with full power of substitution and resubstitution, for her and in her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to registration statements to be filed by Phillips Petroleum Company on Forms S-8 relating to Common Stock issued under benefit plans, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as she might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or any of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Kathryn C. Turner --------------------------- Kathryn C. Turner, Director Phillips Petroleum Company Date: July 14, 1997 POWER OF ATTORNEY The person whose signature appears below hereby authorizes and appoints John A. Carrig, Jacqueline K. Wagner and Rand C. Berney, jointly and severally, as her true and lawful attorneys- in-fact and agent, with full power of substitution and resubstitution, for her and in her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to registration statements to be filed by Phillips Petroleum Company on Forms S-8 relating to Common Stock issued under benefit plans, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as she might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or any of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Victoria J. Tschinkel ------------------------------- Victoria J. Tschinkel, Director Phillips Petroleum Company Date: July 14, 1997 -----END PRIVACY-ENHANCED MESSAGE-----