-----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, n69U3tkxFC4OjObJarE8vhEi/Y6cr2J2/QmpfwZFKBlzzDdMnS3lqHC0xp1s+3Ni 8SUL5bWU9xc0jbdEs98v1A== 0000093397-94-000003.txt : 19940310 0000093397-94-000003.hdr.sgml : 19940310 ACCESSION NUMBER: 0000093397-94-000003 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19940309 19940328 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMOCO CORP CENTRAL INDEX KEY: 0000093397 STANDARD INDUSTRIAL CLASSIFICATION: 2911 IRS NUMBER: 361812780 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 33 SEC FILE NUMBER: 033-52579 FILM NUMBER: 94515139 BUSINESS ADDRESS: STREET 1: 200 E RANDOLPH DR STREET 2: MAIL CODE 3107A CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 3128566111 FORMER COMPANY: FORMER CONFORMED NAME: STANDARD OIL CO /IN/ DATE OF NAME CHANGE: 19850425 S-8 1 S8 EMPLOYEE SAVINGS PLAN MARCH 1994 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON March 9, 1994 REGISTRATION NO. 33- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 Amoco Corporation (Exact name of registrant as specified in its charter) Indiana 36-1812780 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 200 East Randolph Drive, Chicago, Illinois 60601 (Address of Principal Executive Offices) (Zip Code) AMOCO EMPLOYEE SAVINGS PLAN (Full title of the Plan) P. A. Brandin, Corporate Secretary Amoco Corporation 200 East Randolph Drive Chicago, Illinois 60601 (Name and address of agent for service) (312)-856-6111 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
Proposed Proposed Title of maximum maximum securities to offering aggregate Amount of be Amount to be price per offering registration registered(1) registered(2) share(3) price(3) fee(3) Common Stock, 10,000,000 $52.5625 $525,625,000 $181,250 without par shares value . . . .
1. (1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Amoco Employee Savings Plan (the "Plan"). (2) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement also registers such indeterminate number of additional shares as may be issuable under the Plan in connection with share splits, share dividends or similar transactions. (3) Estimated pursuant to Rule 457(h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee based on the average of the high and low prices for Amoco Corporation common stock as reported on the New York Stock Exchange, Inc. Composite Transactions Reporting System on March 7, 1994. 2. Registration Statement on Form S-8 under the Securities Act of 1993 of Amoco Corporation The contents of Registration Statement Numbers 33-42950 and 33- 66170 under the Securities Act of 1933 of Amoco Corporation are incorporated herein by reference. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8 Exhibits. The undersigned Registrant hereby files the exhibits identified on the Exhibit Index included as part of this Registration Statement. The undersigned Registrant hereby undertakes to submit the Plan and, from time to time, any amendments thereto to the Internal Revenue Service ("IRS") in a timely manner and to make all changes required by the IRS in order to continue to qualify the Amoco Employee Savings Plan. 3. SIGNATURES THE REGISTRANT 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 Chicago, State of Illinois, on March 9, 1994. AMOCO CORPORATION (Registrant) By: H. L. FULLER H. L. Fuller, Chairman of the Board and President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on March 9, 1994.
Signature Title H. L. FULLER* Chairman of the Board, President and H. L. Fuller Director (Principal Executive Officer) F. S. ADDY* Executive Vice President and Director F. S. Addy (Principal Financial Officer) JOHN L. CARL* Senior Vice President-Finance and John L. Carl Controller (Principal Accounting Officer) L. D. THOMAS* Vice Chairman and Director L. D. Thomas P. J. EARLY* Vice Chairman and Director P. J. Early DONALD R. BEALL* Director Donald R. Beall 4. Signature Title RUTH BLOCK* Director Ruth Block JOHN H. BRYAN* Director John H. Bryan ERROLL DAVIS* Director Erroll Davis RICHARD FERRIS* Director Richard Ferris ROBERT H. MALOTT* Director Robert H. Malott WALTER E. MASSEY* Director Walter E. Massey MARTHA R. SEGER* Director Martha R. Seger MICHAEL WILSON* Director Michael Wilson RICHARD D. WOOD* Director Richard D. Wood *By H. L. FULLER Individually and as Attorney-in-Fact H. L. Fuller
5. THE PLAN Pursuant to the requirements of the Securities Act of 1933, the Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, and the Commonwealth of Massachusetts, on March 9, 1994. AMOCO EMPLOYEE SAVINGS PLAN By: State Street Bank and Trust Company, Trustee and Plan Administrator By: James E. Murphy Title: Vice President 6. INDEX TO EXHIBITS
Exhibit Sequentially Number Exhibit Numbered Page (5) Opinion of J. E. Klewin, including consent (23) Consent of Price Waterhouse (24) Powers of Attorney
7. EX-5 2 EXHIBIT 5 EMPLOYEE SAVINGS PLAN Exhibit 5 March 9, 1994 Amoco Corporation 200 East Randolph Drive Chicago, Illinois 60601 Gentlemen: Reference is made to the proposed offering of additional interests ("Interests") in the Amoco Employee Savings Plan, formerly known as the Employee Savings Plan of Amoco Corporation and Participating Companies, as amended and restated effective February 1, 1993 (the "Plan"), and to the proposed offering through the Plan of additional shares of Amoco Corporation, an Indiana corporation ("Amoco") common stock without par value (the "Shares") to Amoco employees, employees of certain participating companies that have adopted the Plan, and certain other participants in the Plan. The Trustee for the Plan and related trust (the "Trustee") is State Street Bank and Trust Company, a trust company organized under the laws of the Commonwealth of Massachusetts. I am familiar with the Form S-8 Registration Statement (the "Registration Statement") that Amoco is filing with the Securities and Exchange Commission to register Interests in the Plan and the Shares under the Securities Act of 1933, as amended (the "Act"). Amoco has previously filed Registration Statement Numbers 33-42950 and 33-66170 with respect to the interests in the Plan and shares of Amoco common stock. I have examined: (a) a certified copy of the Articles of Incorporation of Amoco and all amendments thereto; (b) the By-laws of Amoco; (c) the Minutes of the Meetings of the Stockholders and the Board of Directors of Amoco and committees thereof that are relevant to matters contained in this opinion; and I have made such other investigation and examined such other documents as I have deemed necessary for the purpose of giving the opinion herein stated. I am of the opinion that: 1. Amoco is a corporation duly organized and validly existing under the laws of the State of Indiana. 1. Amoco Corporation Page 2 March 9, 1994 2. The Plan and the Interests therein have been duly authorized and approved and, when issued pursuant to the terms and conditions of the Plan, such Interests will be legally issued, full paid and non- assessable. 3. It is presently contemplated that the Shares to be acquired by the Plan will not be purchased from Amoco, but will be purchased in the open market or in other transactions not involving Amoco. To the extent that the Shares acquired by the Plan shall constitute Shares issued by and purchased directly from Amoco, such Shares, when issued pursuant to the terms and conditions of the Plan, and as contemplated in the Registration Statement, will be legally issued, fully paid and non-assessable. The foregoing opinion is limited to the Federal laws of the United States and the Indiana Business Corporation Law, and I am not expressing any opinion as to the effect of the laws of any other jurisdiction. I hereby consent to the use of the foregoing opinion as an exhibit to the Registration Statement and to the use of my name in the Registration Statement. In giving such consent I do not hereby admit I am in the category of persons whose consent is required under Section 7 of the Act. Very truly yours, Jane E. Klewin Attorney 2. EX-23 3 EXHIBIT 23 EMPLOYEE SAVINGS PLAN Exhibit 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 23, 1993, which appears on page 32 of Amoco Corporation's Annual Report to shareholders for the year ended December 31, 1992, which is incorporated by reference in Amoco Corporation's Annual Report on Form 10-K for the year ended December 31, 1992. We also consent to the incorporation by reference of our report on the Financial Statement Schedules, which appears on page 14 of such Annual Report on Form 10-K. We also consent to the incorporation by reference of our report dated June 23, 1993, which appears on page 3 of the Annual Report of the Amoco Employee Savings Plan on Form 11-K for the year ended December 31, 1992. PRICE WATERHOUSE Chicago, Illinois March 9, 1994 EX-24 4 EXHIBIT 24 EMPLOYEE SAVINGS PLAN EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints H. L. Fuller, R. D. Cadieux, L. D. Thomas and F. S. Addy, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign (i) any and all Amoco Corporation registration statements and amendments thereto relating to issuance, through or in connection with employee benefit plans, of Amoco Corporation common stock and plan interests, and (ii) annual reports of Amoco Corporation on Form 10-K, for any fiscal year, and (iii) any and all amendments to Registration Statements Nos. 33-11635 and 33-22897 on Form S-3, and to file the same with the Securities and Exchange Commission, with all exhibits thereto, and all other documents as may be necessary or appropriate in connection therewith, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing which said attorneys and agents, or any of them, deem advisable to enable Amoco Corporation to comply with the federal or state securities laws, and any requirements or regulations in respect thereto, as fully to all intents and purposes as he or she might or could do in person, and the undersigned does hereby ratify and confirm all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney on the 15th day of October, 1991. H. L. FULLER Signature H. L. Fuller Print Name 1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints H. L. Fuller, R. D. Cadieux, L. D. Thomas and F. S. Addy, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign (i) any and all Amoco Corporation registration statements and amendments thereto relating to issuance, through or in connection with employee benefit plans, of Amoco Corporation common stock and plan interests, and (ii) annual reports of Amoco Corporation on Form 10-K, for any fiscal year, and (iii) any and all amendments to Registration Statements Nos. 33-11635 and 33-22897 on Form S-3, and to file the same with the Securities and Exchange Commission, with all exhibits thereto, and all other documents as may be necessary or appropriate in connection therewith, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing which said attorneys and agents, or any of them, deem advisable to enable Amoco Corporation to comply with the federal or state securities laws, and any requirements or regulations in respect thereto, as fully to all intents and purposes as he or she might or could do in person, and the undersigned does hereby ratify and confirm all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney on the 15th day of October, 1991. F. S. ADDY Signature F. S. Addy Print Name 2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints H. L. Fuller, L. D. Thomas and F. S. Addy, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign (i) any and all Amoco Corporation registration statements and amendments thereto relating to issuance, through or in connection with employee benefit plans, of Amoco Corporation common stock and plan interests, and (ii) annual reports of Amoco Corporation on Form 10-K, for any fiscal year, and (iii) any and all amendments to Registration Statements Nos. 33-11635 and 33-22897 on Form S-3, and to file the same with the Securities and Exchange Commission, with all exhibits thereto, and all other documents as may be necessary or appropriate in connection therewith, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing which said attorneys and agents, or any of them, deem advisable to enable Amoco Corporation to comply with the federal or state securities laws, and any requirements or regulations in respect thereto, as fully to all intents and purposes as he or she might or could do in person, and the undersigned does hereby ratify and confirm all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney on the 14th day of December, 1992. JOHN L. CARL Signature John L. Carl Print Name 3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints H. L. Fuller, R. D. Cadieux, L. D. Thomas and F. S. Addy, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign (i) any and all Amoco Corporation registration statements and amendments thereto relating to issuance, through or in connection with employee benefit plans, of Amoco Corporation common stock and plan interests, and (ii) annual reports of Amoco Corporation on Form 10-K, for any fiscal year, and (iii) any and all amendments to Registration Statements Nos. 33-11635 and 33-22897 on Form S-3, and to file the same with the Securities and Exchange Commission, with all exhibits thereto, and all other documents as may be necessary or appropriate in connection therewith, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing which said attorneys and agents, or any of them, deem advisable to enable Amoco Corporation to comply with the federal or state securities laws, and any requirements or regulations in respect thereto, as fully to all intents and purposes as he or she might or could do in person, and the undersigned does hereby ratify and confirm all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney on the 15th day of October, 1991. L. D. THOMAS Signature L. D. Thomas Print Name 4 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints H. L. Fuller, R. D. Cadieux, L. D. Thomas and F. S. Addy, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign (i) any and all Amoco Corporation registration statements and amendments thereto relating to issuance, through or in connection with employee benefit plans, of Amoco Corporation common stock and plan interests, and (ii) annual reports of Amoco Corporation on Form 10-K, for any fiscal year, and (iii) any and all amendments to Registration Statements Nos. 33-11635 and 33-22897 on Form S-3, and to file the same with the Securities and Exchange Commission, with all exhibits thereto, and all other documents as may be necessary or appropriate in connection therewith, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing which said attorneys and agents, or any of them, deem advisable to enable Amoco Corporation to comply with the federal or state securities laws, and any requirements or regulations in respect thereto, as fully to all intents and purposes as he or she might or could do in person, and the undersigned does hereby ratify and confirm all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney on the 15th day of October, 1991. P. J. EARLY Signature P. J. Early Print Name 5 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints H. L. Fuller, R. D. Cadieux, L. D. Thomas and F. S. Addy, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign (i) any and all Amoco Corporation registration statements and amendments thereto relating to issuance, through or in connection with employee benefit plans, of Amoco Corporation common stock and plan interests, and (ii) annual reports of Amoco Corporation on Form 10-K, for any fiscal year, and (iii) any and all amendments to Registration Statements Nos. 33-11635 and 33-22897 on Form S-3, and to file the same with the Securities and Exchange Commission, with all exhibits thereto, and all other documents as may be necessary or appropriate in connection therewith, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing which said attorneys and agents, or any of them, deem advisable to enable Amoco Corporation to comply with the federal or state securities laws, and any requirements or regulations in respect thereto, as fully to all intents and purposes as he or she might or could do in person, and the undersigned does hereby ratify and confirm all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney on the 17th day of October, 1991. DONALD R. BEALL Signature Donald R. Beall Print Name 6 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints H. L. Fuller, R. D. Cadieux, L. D. Thomas and F. S. Addy, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign (i) any and all Amoco Corporation registration statements and amendments thereto relating to issuance, through or in connection with employee benefit plans, of Amoco Corporation common stock and plan interests, and (ii) annual reports of Amoco Corporation on Form 10-K, for any fiscal year, and (iii) any and all amendments to Registration Statements Nos. 33-11635 and 33-22897 on Form S-3, and to file the same with the Securities and Exchange Commission, with all exhibits thereto, and all other documents as may be necessary or appropriate in connection therewith, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing which said attorneys and agents, or any of them, deem advisable to enable Amoco Corporation to comply with the federal or state securities laws, and any requirements or regulations in respect thereto, as fully to all intents and purposes as he or she might or could do in person, and the undersigned does hereby ratify and confirm all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney on the 21st day of October, 1991. RUTH BLOCK Signature Ruth Block Print Name 7 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints H. L. Fuller, R. D. Cadieux, L. D. Thomas and F. S. Addy, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign (i) any and all Amoco Corporation registration statements and amendments thereto relating to issuance, through or in connection with employee benefit plans, of Amoco Corporation common stock and plan interests, and (ii) annual reports of Amoco Corporation on Form 10-K, for any fiscal year, and (iii) any and all amendments to Registration Statements Nos. 33-11635 and 33-22897 on Form S-3, and to file the same with the Securities and Exchange Commission, with all exhibits thereto, and all other documents as may be necessary or appropriate in connection therewith, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing which said attorneys and agents, or any of them, deem advisable to enable Amoco Corporation to comply with the federal or state securities laws, and any requirements or regulations in respect thereto, as fully to all intents and purposes as he or she might or could do in person, and the undersigned does hereby ratify and confirm all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney on the 22nd day of October, 1991. JOHN H. BRYAN Signature John H. Bryan Print Name 8 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints H. L. Fuller, R. D. Cadieux, L. D. Thomas and F. S. Addy, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign (i) any and all Amoco Corporation registration statements and amendments thereto relating to issuance, through or in connection with employee benefit plans, of Amoco Corporation common stock and plan interests, and (ii) annual reports of Amoco Corporation on Form 10-K, for any fiscal year, and (iii) any and all amendments to Registration Statements Nos. 33-11635 and 33-22897 on Form S-3, and to file the same with the Securities and Exchange Commission, with all exhibits thereto, and all other documents as may be necessary or appropriate in connection therewith, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing which said attorneys and agents, or any of them, deem advisable to enable Amoco Corporation to comply with the federal or state securities laws, and any requirements or regulations in respect thereto, as fully to all intents and purposes as he or she might or could do in person, and the undersigned does hereby ratify and confirm all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney on the 21st day of October, 1991. ERROLL DAVIS Signature Erroll Davis Print Name 9 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints H. L. Fuller, R. D. Cadieux, L. D. Thomas and F. S. Addy, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign (i) any and all Amoco Corporation registration statements and amendments thereto relating to issuance, through or in connection with employee benefit plans, of Amoco Corporation common stock and plan interests, and (ii) annual reports of Amoco Corporation on Form 10-K, for any fiscal year, and (iii) any and all amendments to Registration Statements Nos. 33-11635 and 33-22897 on Form S-3, and to file the same with the Securities and Exchange Commission, with all exhibits thereto, and all other documents as may be necessary or appropriate in connection therewith, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing which said attorneys and agents, or any of them, deem advisable to enable Amoco Corporation to comply with the federal or state securities laws, and any requirements or regulations in respect thereto, as fully to all intents and purposes as he or she might or could do in person, and the undersigned does hereby ratify and confirm all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney on the 22nd day of October, 1991. RICHARD FERRIS Signature Richard Ferris Print Name 10 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints H. L. Fuller, R. D. Cadieux, L. D. Thomas and F. S. Addy, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign (i) any and all Amoco Corporation registration statements and amendments thereto relating to issuance, through or in connection with employee benefit plans, of Amoco Corporation common stock and plan interests, and (ii) annual reports of Amoco Corporation on Form 10-K, for any fiscal year, and (iii) any and all amendments to Registration Statements Nos. 33-11635 and 33-22897 on Form S-3, and to file the same with the Securities and Exchange Commission, with all exhibits thereto, and all other documents as may be necessary or appropriate in connection therewith, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing which said attorneys and agents, or any of them, deem advisable to enable Amoco Corporation to comply with the federal or state securities laws, and any requirements or regulations in respect thereto, as fully to all intents and purposes as he or she might or could do in person, and the undersigned does hereby ratify and confirm all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney on the 25th day of October, 1991. ROBERT H. MALOTT Signature Robert H. Malott Print Name 11 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints H. L. Fuller, L. D. Thomas, and F. S. Addy, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign (i) any and all Amoco Corporation registration statements and amendments thereto relating to issuance, through or in connection with employee benefit plans, of Amoco Corporation common stock and plan interests, and (ii) annual reports of Amoco Corporation on Form 10-K, for any fiscal year, and (iii) any and all amendments to Registration Statements Nos. 33-11635 and 33-22897 on Form S-3, and to file the same with the Securities and Exchange Commission, with all exhibits thereto, and all other documents as may be necessary or appropriate in connection therewith, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing which said attorneys and agents, or any of them, deem advisable to enable Amoco Corporation to comply with the federal or state securities laws, and any requirements or regulations in respect thereto, as fully to all intents and purposes as he or she might or could do in person, and the undersigned does hereby ratify and confirm all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney on the 2nd day of July, 1993. WALTER E. MASSEY Signature Walter E. Massey Print Name 12 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints H. L. Fuller, R. D. Cadieux, L. D. Thomas and F. S. Addy, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign (i) any and all Amoco Corporation registration statements and amendments thereto relating to issuance, through or in connection with employee benefit plans, of Amoco Corporation common stock and plan interests, and (ii) annual reports of Amoco Corporation on Form 10-K, for any fiscal year, and (iii) any and all amendments to Registration Statements Nos. 33-11635 and 33-22897 on Form S-3, and to file the same with the Securities and Exchange Commission, with all exhibits thereto, and all other documents as may be necessary or appropriate in connection therewith, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing which said attorneys and agents, or any of them, deem advisable to enable Amoco Corporation to comply with the federal or state securities laws, and any requirements or regulations in respect thereto, as fully to all intents and purposes as he or she might or could do in person, and the undersigned does hereby ratify and confirm all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney on the 18th day of October, 1991. MARTHA R. SEGER Signature Martha R. Seger Print Name 13 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints H. L. Fuller, L. D. Thomas, and F. S. Addy, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign (i) any and all Amoco Corporation registration statements and amendments thereto relating to issuance, through or in connection with employee benefit plans, of Amoco Corporation common stock and plan interests, and (ii) annual reports of Amoco Corporation on Form 10-K, for any fiscal year, and (iii) any and all amendments to Registration Statements Nos. 33-11635 and 33-22897 on Form S-3, and to file the same with the Securities and Exchange Commission, with all exhibits thereto, and all other documents as may be necessary or appropriate in connection therewith, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing which said attorneys and agents, or any of them, deem advisable to enable Amoco Corporation to comply with the federal or state securities laws, and any requirements or regulations in respect thereto, as fully to all intents and purposes as he or she might or could do in person, and the undersigned does hereby ratify and confirm all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney on the 23rd day of February, 1994. MICHAEL WILSON Signature Michael Wilson Print Name 14 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints H. L. Fuller, R. D. Cadieux, L. D. Thomas and F. S. Addy, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign (i) any and all Amoco Corporation registration statements and amendments thereto relating to issuance, through or in connection with employee benefit plans, of Amoco Corporation common stock and plan interests, and (ii) annual reports of Amoco Corporation on Form 10-K, for any fiscal year, and (iii) any and all amendments to Registration Statements Nos. 33-11635 and 33-22897 on Form S-3, and to file the same with the Securities and Exchange Commission, with all exhibits thereto, and all other documents as may be necessary or appropriate in connection therewith, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing which said attorneys and agents, or any of them, deem advisable to enable Amoco Corporation to comply with the federal or state securities laws, and any requirements or regulations in respect thereto, as fully to all intents and purposes as he or she might or could do in person, and the undersigned does hereby ratify and confirm all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney on the 17th day of October, 1991. RICHARD D. WOOD Signature Richard D. Wood Print Name 15 -----END PRIVACY-ENHANCED MESSAGE-----