Registration No. 33-
______________________________________________________________________________
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
Form S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
_________________
THE LOUISIANA LAND AND EXPLORATION COMPANY
(Exact name of issuer as specified in its charter)
Maryland 72-0244700
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
909 Poydras Street
New Orleans, Louisiana 70160
(504) 566-6500
(Address of Principal Executive Offices)
_________________
The LL&E Savings Plan
(Full title of the plan)
________________
Frederick J. Plaeger, II, Esq.
General Counsel and Corporate Secretary
The Louisiana Land and Exploration Company
909 Poydras Street
New Orleans, Louisiana 70160
(504) 566-6500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
________________
Copy to:
John Schuster, Esq.
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
________________
Approximate date of proposed sale to public: From time to time after the
effective date of this Registration Statement.
(Cover page continued on next page)
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_______________________________
CALCULATION OF REGISTRATION FEE
_______________________________
Proposed
Proposed Maximum
Title of Maximum Aggregate Amount of
Securities to Amount to be Offering Price Offering Registration
be Registered Registered Per Share Price Fee
Capital Stock, 250,000 (1) $44.25 (2) $11,062,500 (2) $3,815
par value $.15 ---
per share
Participations
in The LL&E Savings Plan (3) --- --- (4)
(1) An additional 500,000 shares of Capital Stock, par value $.15 per
share, offered pursuant to The LL&E Savings Plan have been
previously registered on Registration Statements No. 2-98948 and
No. 33-22338 and the registration fee for such shares has been
previously paid.
(2) Estimated solely for the purpose of calculating the registration
fee, computed pursuant to Rules 457(c) and (h) under the
Securities Act of 1933, as amended, on the basis of the average
of the high and low prices of a share of the registrant's Capital
Stock as reported in the New York Stock Exchange - Composite
Transactions System on October 25, 1994.
(3) Pursuant to Rule 416(c) of the General Rules and Regulations (the
"General Rules") under the Securities Act of 1933, as amended,
this Registration Statement covers an indeterminate amount of
Participations in The LL&E Savings Plan to be offered or sold
pursuant to such plan.
(4) Pursuant to Rule 457(h)(2) of the General Rules, no registration
fee is required to be paid with respect to the Participations
being registered hereby.
______________________________________________________________________________
______________________________________________________________________________
<PAGE>
PART I.
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. Plan Information.*
ITEM 2. Registrant Information and Employee Plan Annual
Information.*
* Information required by Part I to be contained in
the Section 10(a) prospectus is omitted from this
Registration Statement in accordance with Rule 428
under the Securities Act of 1933, as amended (the
"Securities Act") and the Note to Part I of
Form S-8.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by The Louisiana
Land and Exploration Company (the "Company") with the
Securities and Exchange Commission (the "Commission") and
are hereby incorporated by reference in this Registration
Statement:
(a) The Company's Annual Report on Form 10-K for the
year ended December 31, 1993 and the Annual Report on Form
11-K of The LL&E Savings Plan (the "Plan") for the year
ended December 31, 1993;
(b) The Company's Quarterly Report on Form 10-Q for the
quarters ended March 31, 1994 and June 30, 1994; and
(c) The section entitled "Description of Capital Stock"
contained in the Registrant's Registration Statement on
Form S-3 (File No. 33-50161).
All documents subsequently filed by the Registrant with
the Commission pursuant to Sections 13(a), 13(c), 14, or
15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") prior to the filing of a post-
effective amendment which indicates that all securities
offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated
by reference in this Registration Statement and to be a
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part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement
contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute
a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Other than the Participations offered hereby, the class
of securities offered hereby is registered under
Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the Article entitled "Corporations and
Associations" of the Annotated Code of the State of
Maryland, Section 2-418, the Company is empowered to
indemnify directors, officers, agents and employees, to
purchase and maintain liability insurance on behalf of
such persons and to create other and further rights of
indemnification by by-law or otherwise. The present
indemnification provisions (Article VII, Section 6) of the
Company's by-laws expressly provide indemnification for
officers and directors of the Company and its subsidiary
companies. The indemnification provisions apply to both
civil and criminal actions and permit indemnification
against expenses (including attorneys' fees), judgments,
fines, costs and amounts paid in settlement actually and
reasonably incurred if the director or officer acted in
good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Company, and,
with respect to criminal proceedings, if he had no reason
to believe his conduct was unlawful.
The directors and officers of the Registrant and its
subsidiaries are insured (subject to certain exceptions
and deductions) against liabilities which they may incur
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in their capacity as such, including liabilities under the
Securities Act of 1933, under liability insurance policies
carried by the Company. The policies cover a one-year
period ending June 1, 1995, and the Company expects to be
able to renew such policies for additional one-year
periods on comparable terms.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as a part of this
Registration Statement:
Exhibit No. Description
5 Opinion of Cahill Gordon & Reindel as to
the legality of the Capital Stock being
registered
15 Letter of KPMG Peat Marwick LLP re:
Unaudited interim financial information
23.1 Consent of Cahill Gordon & Reindel (see
Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP
24 Powers of Attorney
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers of
sales are being made, if applicable, a post-effective
amendment to this Registration Statement: (a) to include
any prospectus required by Section 10(a)(3) of the
Securities Act of 1933; (b) to reflect in the prospectus
any facts or events arising after the effective date of
the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
provided, however that clauses (1)(a) and 1(b) shall not
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apply if the information required to be included therein
is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in
the Registration Statement; and (c) to include any
material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in
the Registration Statement;
(2) that, for the purpose of determining any
liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof; and
(3) to remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933, and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
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director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of
1933 and will be governed by the final adjudication of such
issue.
The registrant undertakes that it will submit or has
submitted the Plan and any amendments thereto to the Internal
Revenue Service (the "IRS") in a timely manner and has made or
will make all changes required by the IRS in order to qualify
the Plan under Section 401 of the Internal Revenue Code.
<PAGE>
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 New Orleans, State of Louisiana on
the 28th day of October, 1994.
THE LOUISIANA LAND AND EXPLORATION COMPANY
By: /s/ Frederick J. Plaeger, II
Frederick J. Plaeger, II
General Counsel and
Corporate Secretary
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature Capacity in Which Signed Date
___________*____________ Chairman of the Board, October 28, 1994
H. Leighton Steward President, Chief Executive
Officer and Director
(Principal Executive Officer)
___________*____________ Executive Vice President, October 28, 1994
Richard A. Bachmann Finance and Administration;
Chief Financial Officer
and Director
(Principal Financial Officer)
___________*____________ Vice President and Controller October 28, 1994
Jerry D. Carlisle (Principal Accounting Officer)
___________*____________ Director October 28, 1994
Leland C. Adams
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___________*____________ Director October 28, 1994
John F. Greene
___________*____________ Director October 28, 1994
Eamon M. Kelly
___________*____________ Director October 28, 1994
Kenneth W. Orce
___________*____________ Director October 28, 1994
Victor A. Rice
___________*____________ Director October 28, 1994
Orin R. Smith
___________*____________ Director October 28, 1994
Arthur R. Taylor
___________*____________ Director October 28, 1994
W.R. Timken, Jr.
___________*____________ Director October 28, 1994
Carlisle A.H. Trost
___________*____________ Director October 28, 1994
E.L. Williamson
/s/ Frederick J. Plaeger, II
Frederick J. Plaeger, II
General Counsel and
Corporate Secretary
(As Attorney-in-fact for each
of the persons indicated)*
<PAGE>
The Plan. Pursuant to the requirements of the
Securities Act of 1933, The LL&E Savings Plan has duly
caused this Registration Statement to be signed on its
behalf by the undersigned thereunto duly authorized in the
City of New Orleans, State of Louisiana, on the 28th day
of October, 1994.
THE LL&E SAVINGS PLAN
By:/s/ Richard A. Bachmann
Richard A. Bachmann,
Benefits Committee
<PAGE>
Exhibit Index
Exhibit No. Description
5 Opinion of Cahill Gordon & Reindel as to
the legality of the Capital Stock being
registered
15 Letter of KPMG Peat Marwick LLP re:
Unaudited interim financial information
23.1 Consent of Cahill Gordon & Reindel (see
Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP
24 Powers of Attorney
EXHIBIT 5
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
(212) 701-3000
October 28, 1994
The Louisiana Land and
Exploration Company
909 Poydras Street
P.O. Box 60350
New Orleans, Louisiana 70160
Dear Sirs:
We have acted as your counsel in connection with the
preparation of a Registration Statement on Form S-8 (the
"Registration Statement") being filed by you with the
Securities and Exchange Commission under the Securities Act of
1933, as amended, with respect to the 250,000 shares of Capital
Stock, par value $.15 per share (the "Additional Capital
Stock") which are issuable pursuant to The LL&E Savings Plan (the
"Plan") as well as participation interests of participants in
the Plan.
We advise you that in our opinion;
(1) The Additional Capital Stock has been duly
authorized for issuance by the Company and, when issued in
the manner and for the consideration contemplated by the
Plan (which consideration is assumed herein to be in no
event less than the par value of the Additional Capital
Stock being issued in exchange for such consideration),
will be validly issued, fully paid and nonassessable; and
(2) The Plan has been validly authorized by all
corporate action necessary on the part of the Company and
any interest or participations which participants under
the Plan may acquire in or under the Plan will be legally
created.
We hereby consent to the filing of this opinion with
the Securities and Exchange Commission as an exhibit to the
aforesaid Registration Statement.
Very truly yours,
/s/ Cahill Gordon & Reindel
EXHIBIT 15
The Louisiana Land and Exploration Company
New Orleans, Louisiana
Gentlemen:
Re: Registration Statement on Form S-8 relating
to 250,000 shares of capital stock and an
indeterminate number of participations to
be registered for The LL&E Savings Plan
With respect to the above-referenced Registration Statement, we
acknowledge our awareness of the use of our reports dated
May 6, 1994 and August 9, 1994, incorporated herein by
reference related to our reviews of interim financial
information.
Pursuant to Rule 436(c) under the Securities Act, such reports
are not considered a part of a Registration Statement prepared
or certified by an accountant or a report prepared or certified
by an accountant within the meaning of Sections 7 and 11 of the
Act.
Very truly yours,
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
New Orleans, Louisiana
October 25, 1994
Exhibit 23.2
The Board of Directors
The Louisiana Land and Exploration Company:
We consent to the use of our report dated February 9, 1994 on
the consolidated financial statements of The Louisiana Land and
Exploration Company and subsidiaries as of December 31, 1993
and 1992, and for each of the years in the three-year period
then ended incorporated by reference herein. Our report refers
to a change in the methods of accounting for income taxes and
postretirement benefits other than pensions.
We also consent to the use of our report dated April
8, 1994 on the financial statements of The LL&E Savings Plan as
of December 31, 1993 and 1992, and for each of the years in the
three-year period then ended incorporated by reference herein.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
New Orleans, Louisiana
October 25, 1994
Exhibit 24
THE LOUISIANA LAND AND EXPLORATION COMPANY
Power of Attorney
The undersigned hereby appoints Jerry D. Carlisle and
Frederick J. Plaeger, II, and each of them, the true and lawful
attorney of the undersigned, with power to act on behalf of the
undersigned, to execute in his name, place and stead in his
capacity as an officer or director or both of The Louisiana
Land and Exploration Company, a Maryland corporation (the
"Company"), such Registration Statement or Registration
Statements under the Securities Act of 1933, as amended, on
Form S-8 covering the interests of participants in The LL&E
Savings Plan (the "Savings Plan"), shares of the Company's
Capital Stock, par value $.15 per share ("Capital Stock"), to
be issued pursuant to the Savings Plan, the interests of
participants in the Company's 1988 Long-Term Stock Incentive
Plan (the "Incentive Plan"), and shares of Capital Stock to be
issued pursuant to the Incentive Plan, and any amendments to
such Registration Statement or Registration Statements
(including post-effective amendments or registration statements
on Form S-3, or otherwise required in connection with the
resale of any Capital Stock), and all instruments necessary or
incidental in connection therewith, and to file or cause to be
filed such Registration Statement or Registration Statements
and amendments thereto (including post-effective amendments or
registration statements on Form S-3, or otherwise required in
connection with the resale of any Capital Stock) and other
instruments with the Securities and Exchange Commission. The
said attorney shall have full power and authority to do and
perform, in the name and on behalf of the undersigned, every
act whatsoever necessary or desirable to be done in the
premises, as fully to all intents and purposes as the
undersigned could do in person. The undersigned hereby
ratifies and approves the actions of said attorney.
IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney on the 30th day of September, 1994.
/s/ Richard A. Bachmann
Richard A. Bachmann
<PAGE>
THE LOUISIANA LAND AND EXPLORATION COMPANY
Power of Attorney
The undersigned hereby appoints Richard A. Bachmann
and Frederick J. Plaeger, II, and each of them, the true and
lawful attorney of the undersigned, with power to act on behalf
of the undersigned, to execute in his name, place and stead in
his capacity as an officer or director or both of The Louisiana
Land and Exploration Company, a Maryland corporation (the
"Company"), such Registration Statement or Registration
Statements under the Securities Act of 1933, as amended, on
Form S-8 covering the interests of participants in The LL&E
Savings Plan (the "Savings Plan"), shares of the Company's
Capital Stock, par value $.15 per share ("Capital Stock"), to
be issued pursuant to the Savings Plan, the interests of
participants in the Company's 1988 Long-Term Stock Incentive
Plan (the "Incentive Plan"), and shares of Capital Stock to be
issued pursuant to the Incentive Plan, and any amendments to
such Registration Statement or Registration Statements
(including post-effective amendments or registration statements
on Form S-3, or otherwise required in connection with the
resale of any Capital Stock), and all instruments necessary or
incidental in connection therewith, and to file or cause to be
filed such Registration Statement or Registration Statements
and amendments thereto (including post-effective amendments or
registration statements on Form S-3, or otherwise required in
connection with the resale of any Capital Stock) and other
instruments with the Securities and Exchange Commission. The
said attorney shall have full power and authority to do and
perform, in the name and on behalf of the undersigned, every
act whatsoever necessary or desirable to be done in the
premises, as fully to all intents and purposes as the
undersigned could do in person. The undersigned hereby
ratifies and approves the actions of said attorney.
IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney on the 30th day of September, 1994.
/s/ Jerry D. Carlisle
Jerry D. Carlisle
<PAGE>
THE LOUISIANA LAND AND EXPLORATION COMPANY
Power of Attorney
The undersigned hereby appoints Jerry D. Carlisle,
Frederick J. Plaeger, II and Richard A. Bachmann, and each of
them, the true and lawful attorney of the undersigned, with
power to act on behalf of the undersigned, to execute in his
name, place and stead in his capacity as an officer or director
or both of The Louisiana Land and Exploration Company, a
Maryland corporation (the "Company"), such Registration
Statement or Registration Statements under the Securities Act
of 1933, as amended, on Form S-8 covering the interests of
participants in The LL&E Savings Plan (the "Savings Plan"),
shares of the Company's Capital Stock, par value $.15 per share
("Capital Stock"), to be issued pursuant to the Savings Plan,
the interests of participants in the Company's 1988 Long-Term
Stock Incentive Plan (the "Incentive Plan"), and shares of
Capital Stock to be issued pursuant to the Incentive Plan, and
any amendments to such Registration Statement or Registration
Statements (including post-effective amendments or registration
statements on Form S-3, or otherwise required in connection
with the resale of any Capital Stock), and all instruments
necessary or incidental in connection therewith, and to file or
cause to be filed such Registration Statement or Registration
Statements and amendments thereto (including post-effective
amendments or registration statements on Form S-3, or otherwise
required in connection with the resale of any Capital Stock)
and other instruments with the Securities and Exchange
Commission. The said attorney shall have full power and
authority to do and perform, in the name and on behalf of the
undersigned, every act whatsoever necessary or desirable to be
done in the premises, as fully to all intents and purposes as
the undersigned could do in person. The undersigned hereby
ratifies and approves the actions of said attorney.
IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney on the 30th day of September, 1994.
/s/ H. L. Steward
H. L. Steward
<PAGE>
THE LOUISIANA LAND AND EXPLORATION COMPANY
Power of Attorney
The undersigned hereby appoints Jerry D. Carlisle,
Frederick J. Plaeger, II and Richard A. Bachmann, and each of
them, the true and lawful attorney of the undersigned, with
power to act on behalf of the undersigned, to execute in his
name, place and stead in his capacity as an officer or director
or both of The Louisiana Land and Exploration Company, a
Maryland corporation (the "Company"), such Registration
Statement or Registration Statements under the Securities Act
of 1933, as amended, on Form S-8 covering the interests of
participants in The LL&E Savings Plan (the "Savings Plan"),
shares of the Company's Capital Stock, par value $.15 per share
("Capital Stock"), to be issued pursuant to the Savings Plan,
the interests of participants in the Company's 1988 Long-Term
Stock Incentive Plan (the "Incentive Plan"), and shares of
Capital Stock to be issued pursuant to the Incentive Plan, and
any amendments to such Registration Statement or Registration
Statements (including post-effective amendments or registration
statements on Form S-3, or otherwise required in connection
with the resale of any Capital Stock), and all instruments
necessary or incidental in connection therewith, and to file or
cause to be filed such Registration Statement or Registration
Statements and amendments thereto (including post-effective
amendments or registration statements on Form S-3, or otherwise
required in connection with the resale of any Capital Stock)
and other instruments with the Securities and Exchange
Commission. The said attorney shall have full power and
authority to do and perform, in the name and on behalf of the
undersigned, every act whatsoever necessary or desirable to be
done in the premises, as fully to all intents and purposes as
the undersigned could do in person. The undersigned hereby
ratifies and approves the actions of said attorney.
IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney on the 30th day of September, 1994.
/s/ Leland C. Adams
Leland C. Adams
<PAGE>
THE LOUISIANA LAND AND EXPLORATION COMPANY
Power of Attorney
The undersigned hereby appoints Jerry D. Carlisle,
Frederick J. Plaeger, II and Richard A. Bachmann, and each of
them, the true and lawful attorney of the undersigned, with
power to act on behalf of the undersigned, to execute in his
name, place and stead in his capacity as an officer or director
or both of The Louisiana Land and Exploration Company, a
Maryland corporation (the "Company"), such Registration
Statement or Registration Statements under the Securities Act
of 1933, as amended, on Form S-8 covering the interests of
participants in The LL&E Savings Plan (the "Savings Plan"),
shares of the Company's Capital Stock, par value $.15 per share
("Capital Stock"), to be issued pursuant to the Savings Plan,
the interests of participants in the Company's 1988 Long-Term
Stock Incentive Plan (the "Incentive Plan"), and shares of
Capital Stock to be issued pursuant to the Incentive Plan, and
any amendments to such Registration Statement or Registration
Statements (including post-effective amendments or registration
statements on Form S-3, or otherwise required in connection
with the resale of any Capital Stock), and all instruments
necessary or incidental in connection therewith, and to file or
cause to be filed such Registration Statement or Registration
Statements and amendments thereto (including post-effective
amendments or registration statements on Form S-3, or otherwise
required in connection with the resale of any Capital Stock)
and other instruments with the Securities and Exchange
Commission. The said attorney shall have full power and
authority to do and perform, in the name and on behalf of the
undersigned, every act whatsoever necessary or desirable to be
done in the premises, as fully to all intents and purposes as
the undersigned could do in person. The undersigned hereby
ratifies and approves the actions of said attorney.
IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney on the 30th day of September, 1994.
/s/ John F. Greene
John F. Greene
<PAGE>
THE LOUISIANA LAND AND EXPLORATION COMPANY
Power of Attorney
The undersigned hereby appoints Jerry D. Carlisle,
Frederick J. Plaeger, II and Richard A. Bachmann, and each of
them, the true and lawful attorney of the undersigned, with
power to act on behalf of the undersigned, to execute in his
name, place and stead in his capacity as an officer or director
or both of The Louisiana Land and Exploration Company, a
Maryland corporation (the "Company"), such Registration
Statement or Registration Statements under the Securities Act
of 1933, as amended, on Form S-8 covering the interests of
participants in The LL&E Savings Plan (the "Savings Plan"),
shares of the Company's Capital Stock, par value $.15 per share
("Capital Stock"), to be issued pursuant to the Savings Plan,
the interests of participants in the Company's 1988 Long-Term
Stock Incentive Plan (the "Incentive Plan"), and shares of
Capital Stock to be issued pursuant to the Incentive Plan, and
any amendments to such Registration Statement or Registration
Statements (including post-effective amendments or registration
statements on Form S-3, or otherwise required in connection
with the resale of any Capital Stock), and all instruments
necessary or incidental in connection therewith, and to file or
cause to be filed such Registration Statement or Registration
Statements and amendments thereto (including post-effective
amendments or registration statements on Form S-3, or otherwise
required in connection with the resale of any Capital Stock)
and other instruments with the Securities and Exchange
Commission. The said attorney shall have full power and
authority to do and perform, in the name and on behalf of the
undersigned, every act whatsoever necessary or desirable to be
done in the premises, as fully to all intents and purposes as
the undersigned could do in person. The undersigned hereby
ratifies and approves the actions of said attorney.
IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney on the 30th day of September, 1994.
/s/ Eamon M. Kelly
Eamon M. Kelly
<PAGE>
THE LOUISIANA LAND AND EXPLORATION COMPANY
Power of Attorney
The undersigned hereby appoints Jerry D. Carlisle,
Frederick J. Plaeger, II and Richard A. Bachmann, and each of
them, the true and lawful attorney of the undersigned, with
power to act on behalf of the undersigned, to execute in his
name, place and stead in his capacity as an officer or director
or both of The Louisiana Land and Exploration Company, a
Maryland corporation (the "Company"), such Registration
Statement or Registration Statements under the Securities Act
of 1933, as amended, on Form S-8 covering the interests of
participants in The LL&E Savings Plan (the "Savings Plan"),
shares of the Company's Capital Stock, par value $.15 per share
("Capital Stock"), to be issued pursuant to the Savings Plan,
the interests of participants in the Company's 1988 Long-Term
Stock Incentive Plan (the "Incentive Plan"), and shares of
Capital Stock to be issued pursuant to the Incentive Plan, and
any amendments to such Registration Statement or Registration
Statements (including post-effective amendments or registration
statements on Form S-3, or otherwise required in connection
with the resale of any Capital Stock), and all instruments
necessary or incidental in connection therewith, and to file or
cause to be filed such Registration Statement or Registration
Statements and amendments thereto (including post-effective
amendments or registration statements on Form S-3, or otherwise
required in connection with the resale of any Capital Stock)
and other instruments with the Securities and Exchange
Commission. The said attorney shall have full power and
authority to do and perform, in the name and on behalf of the
undersigned, every act whatsoever necessary or desirable to be
done in the premises, as fully to all intents and purposes as
the undersigned could do in person. The undersigned hereby
ratifies and approves the actions of said attorney.
IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney on the 30th day of September, 1994.
/s/ Kenneth W. Orce
Kenneth W. Orce
<PAGE>
THE LOUISIANA LAND AND EXPLORATION COMPANY
Power of Attorney
The undersigned hereby appoints Jerry D. Carlisle,
Frederick J. Plaeger, II and Richard A. Bachmann, and each of
them, the true and lawful attorney of the undersigned, with
power to act on behalf of the undersigned, to execute in his
name, place and stead in his capacity as an officer or director
or both of The Louisiana Land and Exploration Company, a
Maryland corporation (the "Company"), such Registration
Statement or Registration Statements under the Securities Act
of 1933, as amended, on Form S-8 covering the interests of
participants in The LL&E Savings Plan (the "Savings Plan"),
shares of the Company's Capital Stock, par value $.15 per share
("Capital Stock"), to be issued pursuant to the Savings Plan,
the interests of participants in the Company's 1988 Long-Term
Stock Incentive Plan (the "Incentive Plan"), and shares of
Capital Stock to be issued pursuant to the Incentive Plan, and
any amendments to such Registration Statement or Registration
Statements (including post-effective amendments or registration
statements on Form S-3, or otherwise required in connection
with the resale of any Capital Stock), and all instruments
necessary or incidental in connection therewith, and to file or
cause to be filed such Registration Statement or Registration
Statements and amendments thereto (including post-effective
amendments or registration statements on Form S-3, or otherwise
required in connection with the resale of any Capital Stock)
and other instruments with the Securities and Exchange
Commission. The said attorney shall have full power and
authority to do and perform, in the name and on behalf of the
undersigned, every act whatsoever necessary or desirable to be
done in the premises, as fully to all intents and purposes as
the undersigned could do in person. The undersigned hereby
ratifies and approves the actions of said attorney.
IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney on the 30th day of September, 1994.
/s/ Victor A. Rice
Victor A. Rice
<PAGE>
THE LOUISIANA LAND AND EXPLORATION COMPANY
Power of Attorney
The undersigned hereby appoints Jerry D. Carlisle,
Frederick J. Plaeger, II and Richard A. Bachmann, and each of
them, the true and lawful attorney of the undersigned, with
power to act on behalf of the undersigned, to execute in his
name, place and stead in his capacity as an officer or director
or both of The Louisiana Land and Exploration Company, a
Maryland corporation (the "Company"), such Registration
Statement or Registration Statements under the Securities Act
of 1933, as amended, on Form S-8 covering the interests of
participants in The LL&E Savings Plan (the "Savings Plan"),
shares of the Company's Capital Stock, par value $.15 per share
("Capital Stock"), to be issued pursuant to the Savings Plan,
the interests of participants in the Company's 1988 Long-Term
Stock Incentive Plan (the "Incentive Plan"), and shares of
Capital Stock to be issued pursuant to the Incentive Plan, and
any amendments to such Registration Statement or Registration
Statements (including post-effective amendments or registration
statements on Form S-3, or otherwise required in connection
with the resale of any Capital Stock), and all instruments
necessary or incidental in connection therewith, and to file or
cause to be filed such Registration Statement or Registration
Statements and amendments thereto (including post-effective
amendments or registration statements on Form S-3, or otherwise
required in connection with the resale of any Capital Stock)
and other instruments with the Securities and Exchange
Commission. The said attorney shall have full power and
authority to do and perform, in the name and on behalf of the
undersigned, every act whatsoever necessary or desirable to be
done in the premises, as fully to all intents and purposes as
the undersigned could do in person. The undersigned hereby
ratifies and approves the actions of said attorney.
IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney on the 30th day of September, 1994.
/s/ Orin R. Smith
Orin R. Smith
<PAGE>
THE LOUISIANA LAND AND EXPLORATION COMPANY
Power of Attorney
The undersigned hereby appoints Jerry D. Carlisle,
Frederick J. Plaeger, II and Richard A. Bachmann, and each of
them, the true and lawful attorney of the undersigned, with
power to act on behalf of the undersigned, to execute in his
name, place and stead in his capacity as an officer or director
or both of The Louisiana Land and Exploration Company, a
Maryland corporation (the "Company"), such Registration
Statement or Registration Statements under the Securities Act
of 1933, as amended, on Form S-8 covering the interests of
participants in The LL&E Savings Plan (the "Savings Plan"),
shares of the Company's Capital Stock, par value $.15 per share
("Capital Stock"), to be issued pursuant to the Savings Plan,
the interests of participants in the Company's 1988 Long-Term
Stock Incentive Plan (the "Incentive Plan"), and shares of
Capital Stock to be issued pursuant to the Incentive Plan, and
any amendments to such Registration Statement or Registration
Statements (including post-effective amendments or registration
statements on Form S-3, or otherwise required in connection
with the resale of any Capital Stock), and all instruments
necessary or incidental in connection therewith, and to file or
cause to be filed such Registration Statement or Registration
Statements and amendments thereto (including post-effective
amendments or registration statements on Form S-3, or otherwise
required in connection with the resale of any Capital Stock)
and other instruments with the Securities and Exchange
Commission. The said attorney shall have full power and
authority to do and perform, in the name and on behalf of the
undersigned, every act whatsoever necessary or desirable to be
done in the premises, as fully to all intents and purposes as
the undersigned could do in person. The undersigned hereby
ratifies and approves the actions of said attorney.
IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney on the 30th day of September, 1994.
/s/ Arthur R. Taylor
Arthur R. Taylor
<PAGE>
THE LOUISIANA LAND AND EXPLORATION COMPANY
Power of Attorney
The undersigned hereby appoints Jerry D. Carlisle,
Frederick J. Plaeger, II and Richard A. Bachmann, and each of
them, the true and lawful attorney of the undersigned, with
power to act on behalf of the undersigned, to execute in his
name, place and stead in his capacity as an officer or director
or both of The Louisiana Land and Exploration Company, a
Maryland corporation (the "Company"), such Registration
Statement or Registration Statements under the Securities Act
of 1933, as amended, on Form S-8 covering the interests of
participants in The LL&E Savings Plan (the "Savings Plan"),
shares of the Company's Capital Stock, par value $.15 per share
("Capital Stock"), to be issued pursuant to the Savings Plan,
the interests of participants in the Company's 1988 Long-Term
Stock Incentive Plan (the "Incentive Plan"), and shares of
Capital Stock to be issued pursuant to the Incentive Plan, and
any amendments to such Registration Statement or Registration
Statements (including post-effective amendments or registration
statements on Form S-3, or otherwise required in connection
with the resale of any Capital Stock), and all instruments
necessary or incidental in connection therewith, and to file or
cause to be filed such Registration Statement or Registration
Statements and amendments thereto (including post-effective
amendments or registration statements on Form S-3, or otherwise
required in connection with the resale of any Capital Stock)
and other instruments with the Securities and Exchange
Commission. The said attorney shall have full power and
authority to do and perform, in the name and on behalf of the
undersigned, every act whatsoever necessary or desirable to be
done in the premises, as fully to all intents and purposes as
the undersigned could do in person. The undersigned hereby
ratifies and approves the actions of said attorney.
IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney on the 4th day of October, 1994.
/s/ W.R. Timken, Jr.
W.R. Timken, Jr.
<PAGE>
THE LOUISIANA LAND AND EXPLORATION COMPANY
Power of Attorney
The undersigned hereby appoints Jerry D. Carlisle,
Federick J. Plaeger, II and Richard A. Bachmann, and each of
them, the true and lawful attorney of the undersigned, with
power to act on behalf of the undersigned, to execute in his
name, place and stead in his capacity as an officer or director
or both of The Louisiana Land and Exploration Company, a
Maryland corporation (the "Company"), such Registration
Statement or Registration Statements under the Securities Act
of 1933, as amended, on Form S-8 covering the interests of
participants in The LL&E Savings Plan (the "Savings Plan"),
shares of the Company's Capital Stock, par value $.15 per share
("Capital Stock"), to be issued pursuant to the Savings Plan,
the interests of participants in the Company's 1988 Long-Term
Stock Incentive Plan (the "Incentive Plan"), and shares of
Capital Stock to be issued pursuant to the Incentive Plan, and
any amendments to such Registration Statement or Registration
Statements (including post-effective amendments or registration
statements on Form S-3, or otherwise required in connection
with the resale of any Capital Stock), and all instruments
necessary or incidental in connection therewith, and to file or
cause to be filed such Registration Statement or Registration
Statements and amendments thereto (including post-effective
amendments or registration statements on Form S-3, or otherwise
required in connection with the resale of any Capital Stock)
and other instruments with the Securities and Exchange
Commission. The said attorney shall have full power and
authority to do and perform, in the name and on behalf of the
undersigned, every act whatsoever necessary or desirable to be
done in the premises, as fully to all intents and purposes as
the undersigned could do in person. The undersigned hereby
ratifies and approves the actions of said attorney.
IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney on the 30th day of September, 1994.
/s/ Carlisle A.H. Trost
Carlisle A.H. Trost
<PAGE>
THE LOUISIANA LAND AND EXPLORATION COMPANY
Power of Attorney
The undersigned hereby appoints Jerry D. Carlisle,
Frederick J. Plaeger, II and Richard A. Bachmann, and each of
them, the true and lawful attorney of the undersigned, with
power to act on behalf of the undersigned, to execute in his
name, place and stead in his capacity as an officer or director
or both of The Louisiana Land and Exploration Company, a
Maryland corporation (the "Company"), such Registration
Statement or Registration Statements under the Securities Act
of 1933, as amended, on Form S-8 covering the interests of
participants in The LL&E Savings Plan (the "Savings Plan"),
shares of the Company's Capital Stock, par value $.15 per share
("Capital Stock"), to be issued pursuant to the Savings Plan,
the interests of participants in the Company's 1988 Long-Term
Stock Incentive Plan (the "Incentive Plan"), and shares of
Capital Stock to be issued pursuant to the Incentive Plan, and
any amendments to such Registration Statement or Registration
Statements (including post-effective amendments or registration
statements on Form S-3, or otherwise required in connection
with the resale of any Capital Stock), and all instruments
necessary or incidental in connection therewith, and to file or
cause to be filed such Registration Statement or Registration
Statements and amendments thereto (including post-effective
amendments or registration statements on Form S-3, or otherwise
required in connection with the resale of any Capital Stock)
and other instruments with the Securities and Exchange
Commission. The said attorney shall have full power and
authority to do and perform, in the name and on behalf of the
undersigned, every act whatsoever necessary or desirable to be
done in the premises, as fully to all intents and purposes as
the undersigned could do in person. The undersigned hereby
ratifies and approves the actions of said attorney.
IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney on the 30th day of September, 1994.
/s/ E.L. Williamson
E.L. Williamson
