-----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, L2u45KfRDaiGm+dl+0FRZoU94Hecg/8+mELzWIRv2LQXun0lCWEsGBU8Jrg/luFS LLdeeNS2AphNlVn6gAKaTA== 0000093397-94-000002.txt : 19940310 0000093397-94-000002.hdr.sgml : 19940310 ACCESSION NUMBER: 0000093397-94-000002 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: 033-52575 FILM NUMBER: 94515063 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 S-8 INCENTIVE PROGRAM 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) 1994 INCENTIVE PROGRAM OF AMOCO CORPORATION AND ITS PARTICIPATING SUBSIDIARIES (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 maximum maximum Title of offering aggregate Amount of securities to Amount to be price per offering registration be registered registered(1) share(2) price(2) fee(2) Common Stock, 10,000,000 $52.5625 $525,625,000 $181,250 without par shares value . . . .
1. (1) 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. (2) 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 Number 33-40099 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. 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. 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
6. EX-5 2 EXHIBIT 5 INCENTIVE PROGRAM Exhibit 5 March 9, 1994 Amoco Corporation 200 East Randolph Drive Chicago, Illinois 60601 Gentlemen: Reference is made to the proposed offering by Amoco Corporation, an Indiana Corporation ("Amoco") of additional shares of Amoco common stock without par value in connection with the 1991 Incentive Program of Amoco Corporation and its Participating Subsidiaries ("1991 Program"). The 1991 Program provides for awards in any one year of up to .9% of Amoco's outstanding shares of common stock without par value ("Shares"), subject to certain adjustments as described in the 1991 Program. I am familiar with the Form S-8 Registration Statement ("Registration Statement") that Amoco is filing with the Securities and Exchange Commission to register Shares under the Securities Act of 1933, as amended (the "Act"). Amoco has previously filed Registration Statement Number 33- 40099 for shares issued with respect to the 1991 Program. 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 the committees thereof) that are relevant to matters contained in this opinion; and (d) the official text of the 1991 Program. I have made such other investigations and examined such other documents as I have deemed necessary for the purpose of giving the opinion herein stated. Based upon the foregoing, 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. Amoco has full power to issue Shares to employees and to sell Shares to optionees under and in accordance with the 1991 Program; and the Shares, when so issued and sold under the terms of and in accordance with the Articles of Incorporation and By-laws of Amoco and the provisions of the 1991 Program, will be duly issued and outstanding shares of common stock of Amoco, 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 INCENTIVE PROGRAM 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. PRICE WATERHOUSE Chicago, Illinois March 9, 1994 EX-24 4 EXHIBIT 24 INCENTIVE PROGRAM 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-----