As filed with the Securities and Exchange Commission on November 25, 1998.
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
__________
MCMORAN EXPLORATION CO.
(Exact name of registrant as specified in its charter)
DELAWARE 72-1424200
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1615 POYDRAS STREET
NEW ORLEANS, LOUISIANA 70112
(Address, including zip code, of registrant's
principal executive offices)
MCMORAN EXPLORATION CO. STOCK BONUS PLAN
(Full title of the plan)
__________
JOHN G. AMATO
GENERAL COUNSEL
MCMORAN EXPLORATION CO.
1615 POYDRAS STREET
NEW ORLEANS, LOUISIANA 70112
(504) 582-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
MARGARET F. MURPHY
JONES, WALKER, WAECHTER, POITEVENT, CARRERE & DENEGRE, L.L.P.
201 ST. CHARLES AVENUE
NEW ORLEANS, LOUISIANA 70170-5100
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum Amount of
Title of Amount to be offering price aggregate registration
securities to be registered registered {(1)} per unit offering price fee
<S> <C> <C> <C> <C>
Common Stock (par value $.01
per share) 75,000 Shares $ 14.00{(2)} $ 1,050,000.00{(2)} $ 291.90{(2)}
Preferred Stock Purchase
Rights 75,000 Rights $ --.--{(3)} $ --.--{(3)} $ --.--{(3)}
</TABLE>
{(1)} Upon a stock split, stock dividend or similar transaction in the future
and during the effectiveness of this Registration Statement involving
Common Stock of the Company, the number of shares and rights registered
shall be automatically increased to cover the additional shares and
rights in accordance with Rule 416(a) under the Securities Act of 1933.
{(2)} Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, based on the
average of the high and low price per share of the Common Stock of the
Company on the New York Stock Exchange on November 23, 1998.
{(3)} Preferred Stock Purchase Rights are attached to and trade with the
Common Stock of the Company. The value attributable to such Rights, if
any, is reflected in the market price of such Common Stock. Because no
separate consideration is paid for such Rights, the registration fee for
such securities is included in the fee for such Common Stock.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by McMoRan Exploration
Co. (the "Company") with the Securities and Exchange Commission (the
"SEC"), are incorporated herein by reference:
(1) The Company's Prospectus dated October 9, 1998, filed pursuant to
Rule 424(b) under the Securities Act of 1933;
(2) All reports filed by the Company pursuant to Section 13 of the
Securities Exchange Act of 1934 (the "Exchange Act"); and
(3) The description of the Company's Common Stock included in the
Company's Registration Statement on Form 8-A filed November 13, 1998, and
effective November 16, 1998, by incorporation by reference from pages 119-
124 of the Company's Registration Statement on Form S-4 (Registration No.
333-61171), including any amendment thereto or report filed for the purpose
of updating such description.
All documents filed by the Company with the SEC pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment that indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold shall, except to the
extent otherwise provided by Regulation S-K or any other rule promulgated
by the SEC, be deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL")
provides that a corporation may indemnify its directors, officers,
employees, and agents and may purchase and maintain liability insurance on
behalf of directors, officers, employees, and agents. In accordance with
the DGCL, the Company's Certificate of Incorporation (the "Charter")
contains provisions eliminating the personal liability of the directors to
the Company and its stockholders for monetary damages for breaches of their
fiduciary duties as directors to the fullest extent permitted by Delaware
law. By virtue of these provisions, under current Delaware law, a director
of the Company will not be personally liable for monetary damages for a
breach of his or her fiduciary duty except for liability for (a) a breach
of his or her duty of loyalty to the Company or its stockholders, (b) acts
or omissions not in good faith or that involve intentional misconduct or a
knowing violation of law, (c) dividends or stock repurchases or redemptions
that are unlawful under Delaware law, and (d) any transaction from which he
or she receives an improper personal benefit. In addition, the Charter
provides that if Delaware law is amended to authorize the further
elimination or limitation of the liability of a director, then the
liability of the directors shall be eliminated or limited to the fullest
extent permitted by Delaware law, as amended. These provisions pertain
only to breaches of duty by directors as directors and not in any other
corporate capacity, such as officers, and limit liability only for beaches
of fiduciary duties under Delaware corporate law and not for violations of
other laws such as the federal securities laws. The Company's By-laws
require the Company to indemnify its officers and directors against
expenses and costs, judgments, settlements and fines incurred in the
defense of any claim, including any claim brought by or in the right of the
Company, to which they were made parties by reason of being or having been
officers or directors.
The Company has purchased from Reliance Insurance Company and
Executive Risk Indemnity Inc. directors and officers liability policies
with a combined three-year aggregate limit of $25,000,000 to insure certain
liabilities of its directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
5 Opinion of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P. (included in Exhibit 5).
24 Powers of Attorney pursuant to which this Registration Statement
has been signed on behalf of certain officers and directors of
the Company.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement 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.
(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.
(b) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceedings) is asserted by such director, officer
or controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
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 New Orleans, State of Louisiana, on
November 25, 1998.
MCMORAN EXPLORATION CO.
By: /S/ RICHARD C. ADKERSON
Richard C. Adkerson
Co-Chairman of the Board,
President and
Chief Executive Officer
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 TITLE DATE
* Co-Chairman of the Board November 25, 1998
James R. Moffett
/S/ RICHARD C. ADKERSON Co-Chairman of the Board, November 25, 1998
Richard C. Adkerson President and Chief Executive
Officer
(Principal Executive Officer)
* Vice Chairman of the Board November 25, 1998
Rene L. Latiolais
* Director,
Robert M. Wohleber Executive Vice President, and November 25, 1998
Chief Financial Officer
(Principal Financial Officer)
* Director November 25, 1998
J. Terrell Brown
* Director November 25, 1998
Thomas D. Clark, Jr.
* Director November 25, 1998
Robert A. Day
* Director November 25, 1998
Gerald J. Ford
* Director November 25, 1998
B.M. Rankin, Jr.
* Vice President and Controller - November 25, 1998
C. Donald Whitmire, Jr. Financial Reporting
(Principal Accounting Officer)
*By: /S/ RICHARD C. ADKERSON
Richard C. Adkerson
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF EXHIBITS PAGE
5 Opinion of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P. (included in Exhibit 5).
24 Powers of Attorney pursuant to which this Registration Statement
has been signed on behalf of certain officers and directors of
the Company.
JONES, WALKER
WAECHTER, POITEVENT
CARRERE & DENEGRE, L.L.P.
November 25, 1998
McMoRan Exploration Co.
1615 Poydras Street
New Orleans, Louisiana 70112
Gentlemen:
We have acted as counsel for McMoRan Exploration Co., a Delaware
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") to be
filed by the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to the offering by the Company
of 75,000 shares (the "Shares") of common stock, $.01 par value for each
share, pursuant to the terms of the Stock Bonus Plan (the "Plan") of the
Company.
Based upon the foregoing and upon our examination of such matters as
we deem necessary to furnish this opinion, we are of the opinion that the
Shares have been duly authorized and, when issued for at least par value
upon the terms described in the Plan and the Registration Statement, will
be validly issued and outstanding, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
JONES, WALKER, WAECHTER,
POITEVENT, CARRERE & DENEGRE, L.L.P.
By: /S/ MARGARET F. MURPHY
Margaret F. Murphy, Partner
NEW ORLEANS OFFICE: PLACE ST. CHARLES
201 ST. CHARLES AVENUE
NEW ORLEANS, LOUISIANA 70170-5100
504-582-8000 FAX 504-582-8012
BATON ROUGE OFFICE: FOUR UNITED PLAZA
8555 UNITED PLAZA BOULEVARD
BATON ROUGE, LOUISIANA 70809-7000
504-231-2000 FAX 504-231-2010
WASHINGTON, D.C. OFFICE: SUITE 245, REPUBLIC PLACE
1776 EYE STREET, N.W.
WASHINGTON, D. C. 20006
202-828-8363 FAX 202-828-6907
LAFAYETTE OFFICE: SUITE 210
201 RUE IBERVILLE
LAFAYETTE, LOUISIANA 70508
318-232-5353 FAX 318-232-5415
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our reports included in the
McMoRan Exploration Co. Registration Statement on Form S-4 (Registration
No. 333-61171) and the McMoRan Exploration Co. Prospectus dated October 9,
1998, filed pursuant to Rule 424(b) under the Securities Act of 1933, and
to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
New Orleans, Louisiana
November 25, 1998
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his capacity
or capacities as an officer or a member of the Board of Directors or both
of McMoRan Exploration Co. (the "Company"), does hereby make, constitute,
and appoint RICHARD C. ADKERSON, ROBERT M. WOHLEBER, and JOHN G. AMATO,
and each of them acting individually, the true and lawful attorney of the
undersigned with power to act without the others and with full power of
substitution and resubstitution to execute, deliver, and file, for and on
behalf of the undersigned and in the name of the undersigned and in the
capacity or capacities of the undersigned as aforesaid, a Registration
Statement of the Company on Form S-8, or on such other Form as may be
determined to be applicable, providing for the registration under the Act
of shares of Company common stock that may be issued under the Stock Bonus
Plan of the Company, and any amendment or amendments to such Registration
Statement and any other document in support thereof or supplemental
thereto, and the undersigned hereby grants to said attorneys and each of
them full power and authority to do and perform each and every act and
thing whatsoever that said attorney or attorneys may deem necessary or
advisable to carry out fully the intent of the foregoing as the undersigned
might or could do personally or in the capacity or capacities as aforesaid,
hereby ratifying and confirming all acts and things that said attorney or
attorneys may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 24th day of November, 1998.
/S/ JAMES R. MOFFETT
JAMES R. MOFFETT
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his capacity
or capacities as an officer or a member of the Board of Directors or both
of McMoRan Exploration Co. (the "Company"), does hereby make, constitute,
and appoint JAMES R. MOFFETT, ROBERT M. WOHLEBER, and JOHN G. AMATO, and
each of them acting individually, the true and lawful attorney of the
undersigned with power to act without the others and with full power of
substitution and resubstitution to execute, deliver, and file, for and on
behalf of the undersigned and in the name of the undersigned and in the
capacity or capacities of the undersigned as aforesaid, a Registration
Statement of the Company on Form S-8, or on such other Form as may be
determined to be applicable, providing for the registration under the Act
of shares of Company common stock that may be issued under the Stock Bonus
Plan of the Company, and any amendment or amendments to such Registration
Statement and any other document in support thereof or supplemental
thereto, and the undersigned hereby grants to said attorneys and each of
them full power and authority to do and perform each and every act and
thing whatsoever that said attorney or attorneys may deem necessary or
advisable to carry out fully the intent of the foregoing as the undersigned
might or could do personally or in the capacity or capacities as aforesaid,
hereby ratifying and confirming all acts and things that said attorney or
attorneys may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 24th day of November, 1998.
/S/ RICHARD C. ADKERSON
RICHARD C. ADKERSON
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his capacity
or capacities as an officer or a member of the Board of Directors or both
of McMoRan Exploration Co. (the "Company"), does hereby make, constitute,
and appoint JAMES R. MOFFETT, RICHARD C. ADKERSON, ROBERT M. WOHLEBER, and
JOHN G. AMATO, and each of them acting individually, the true and lawful
attorney of the undersigned with power to act without the others and with
full power of substitution and resubstitution to execute, deliver, and
file, for and on behalf of the undersigned and in the name of the
undersigned and in the capacity or capacities of the undersigned as
aforesaid, a Registration Statement of the Company on Form S-8, or on such
other Form as may be determined to be applicable, providing for the
registration under the Act of shares of Company common stock that may be
issued under the Stock Bonus Plan of the Company, and any amendment or
amendments to such Registration Statement and any other document in support
thereof or supplemental thereto, and the undersigned hereby grants to said
attorneys and each of them full power and authority to do and perform each
and every act and thing whatsoever that said attorney or attorneys may deem
necessary or advisable to carry out fully the intent of the foregoing as
the undersigned might or could do personally or in the capacity or
capacities as aforesaid, hereby ratifying and confirming all acts and
things that said attorney or attorneys may do or cause to be done by virtue
of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 24th day of November, 1998.
/S/ RENE L. LATIOLAIS
RENE L. LATIOLAIS
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his capacity
or capacities as an officer or a member of the Board of Directors or both
of McMoRan Exploration Co. (the "Company"), does hereby make, constitute,
and appoint JAMES R. MOFFETT, RICHARD C. ADKERSON, and JOHN G. AMATO, and
each of them acting individually, the true and lawful attorney of the
undersigned with power to act without the others and with full power of
substitution and resubstitution to execute, deliver, and file, for and on
behalf of the undersigned and in the name of the undersigned and in the
capacity or capacities of the undersigned as aforesaid, a Registration
Statement of the Company on Form S-8, or on such other Form as may be
determined to be applicable, providing for the registration under the Act
of shares of Company common stock that may be issued under the Stock Bonus
Plan of the Company, and any amendment or amendments to such Registration
Statement and any other document in support thereof or supplemental
thereto, and the undersigned hereby grants to said attorneys and each of
them full power and authority to do and perform each and every act and
thing whatsoever that said attorney or attorneys may deem necessary or
advisable to carry out fully the intent of the foregoing as the undersigned
might or could do personally or in the capacity or capacities as aforesaid,
hereby ratifying and confirming all acts and things that said attorney or
attorneys may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 24th day of November, 1998.
/S/ ROBERT M. WOHLEBER
ROBERT M. WOHLEBER
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his capacity
or capacities as an officer or a member of the Board of Directors or both
of McMoRan Exploration Co. (the "Company"), does hereby make, constitute,
and appoint JAMES R. MOFFETT, RICHARD C. ADKERSON, ROBERT M. WOHLEBER, and
JOHN G. AMATO, and each of them acting individually, the true and lawful
attorney of the undersigned with power to act without the others and with
full power of substitution and resubstitution to execute, deliver, and
file, for and on behalf of the undersigned and in the name of the
undersigned and in the capacity or capacities of the undersigned as
aforesaid, a Registration Statement of the Company on Form S-8, or on such
other Form as may be determined to be applicable, providing for the
registration under the Act of shares of Company common stock that may be
issued under the Stock Bonus Plan Plan of the Company, and any amendment or
amendments to such Registration Statement and any other document in support
thereof or supplemental thereto, and the undersigned hereby grants to said
attorneys and each of them full power and authority to do and perform each
and every act and thing whatsoever that said attorney or attorneys may deem
necessary or advisable to carry out fully the intent of the foregoing as
the undersigned might or could do personally or in the capacity or
capacities as aforesaid, hereby ratifying and confirming all acts and
things that said attorney or attorneys may do or cause to be done by virtue
of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 24th day of November, 1998.
/S/ J. TERRELL BROWN
J. TERRELL BROWN
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his capacity
or capacities as an officer or a member of the Board of Directors or both
of McMoRan Exploration Co. (the "Company"), does hereby make, constitute,
and appoint JAMES R. MOFFETT, RICHARD C. ADKERSON, ROBERT M. WOHLEBER, and
JOHN G. AMATO, and each of them acting individually, the true and lawful
attorney of the undersigned with power to act without the others and with
full power of substitution and resubstitution to execute, deliver, and
file, for and on behalf of the undersigned and in the name of the
undersigned and in the capacity or capacities of the undersigned as
aforesaid, a Registration Statement of the Company on Form S-8, or on such
other Form as may be determined to be applicable, providing for the
registration under the Act of shares of Company common stock that may be
issued under the Stock Bonus Plan of the Company, and any amendment or
amendments to such Registration Statement and any other document in support
thereof or supplemental thereto, and the undersigned hereby grants to said
attorneys and each of them full power and authority to do and perform each
and every act and thing whatsoever that said attorney or attorneys may deem
necessary or advisable to carry out fully the intent of the foregoing as
the undersigned might or could do personally or in the capacity or
capacities as aforesaid, hereby ratifying and confirming all acts and
things that said attorney or attorneys may do or cause to be done by virtue
of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 24th day of November, 1998.
/S/ THOMAS D. CLARK, JR.
THOMAS D. CLARK, JR.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his capacity
or capacities as an officer or a member of the Board of Directors or both
of McMoRan Exploration Co. (the "Company"), does hereby make, constitute,
and appoint JAMES R. MOFFETT, RICHARD C. ADKERSON, ROBERT M. WOHLEBER, and
JOHN G. AMATO, and each of them acting individually, the true and lawful
attorney of the undersigned with power to act without the others and with
full power of substitution and resubstitution to execute, deliver, and
file, for and on behalf of the undersigned and in the name of the
undersigned and in the capacity or capacities of the undersigned as
aforesaid, a Registration Statement of the Company on Form S-8, or on such
other Form as may be determined to be applicable, providing for the
registration under the Act of shares of Company common stock that may be
issued under the Stock Bonus Plan of the Company, and any amendment or
amendments to such Registration Statement and any other document in support
thereof or supplemental thereto, and the undersigned hereby grants to said
attorneys and each of them full power and authority to do and perform each
and every act and thing whatsoever that said attorney or attorneys may deem
necessary or advisable to carry out fully the intent of the foregoing as
the undersigned might or could do personally or in the capacity or
capacities as aforesaid, hereby ratifying and confirming all acts and
things that said attorney or attorneys may do or cause to be done by virtue
of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 24th day of November, 1998.
/S/ ROBERT A. DAY
ROBERT A. DAY
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his capacity
or capacities as an officer or a member of the Board of Directors or both
of McMoRan Exploration Co. (the "Company"), does hereby make, constitute,
and appoint JAMES R. MOFFETT, RICHARD C. ADKERSON, ROBERT M. WOHLEBER, and
JOHN G. AMATO, and each of them acting individually, the true and lawful
attorney of the undersigned with power to act without the others and with
full power of substitution and resubstitution to execute, deliver, and
file, for and on behalf of the undersigned and in the name of the
undersigned and in the capacity or capacities of the undersigned as
aforesaid, a Registration Statement of the Company on Form S-8, or on such
other Form as may be determined to be applicable, providing for the
registration under the Act of shares of Company common stock that may be
issued under the Stock Bonus Plan of the Company, and any amendment or
amendments to such Registration Statement and any other document in support
thereof or supplemental thereto, and the undersigned hereby grants to said
attorneys and each of them full power and authority to do and perform each
and every act and thing whatsoever that said attorney or attorneys may deem
necessary or advisable to carry out fully the intent of the foregoing as
the undersigned might or could do personally or in the capacity or
capacities as aforesaid, hereby ratifying and confirming all acts and
things that said attorney or attorneys may do or cause to be done by virtue
of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 20th day of November, 1998.
/S/ GERALD J. FORD
GERALD J. FORD
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his capacity
or capacities as an officer or a member of the Board of Directors or both
of McMoRan Exploration Co. (the "Company"), does hereby make, constitute,
and appoint JAMES R. MOFFETT, RICHARD C. ADKERSON, ROBERT M. WOHLEBER, and
JOHN G. AMATO, and each of them acting individually, the true and lawful
attorney of the undersigned with power to act without the others and with
full power of substitution and resubstitution to execute, deliver, and
file, for and on behalf of the undersigned and in the name of the
undersigned and in the capacity or capacities of the undersigned as
aforesaid, a Registration Statement of the Company on Form S-8, or on such
other Form as may be determined to be applicable, providing for the
registration under the Act of shares of Company common stock that may be
issued under the Stock Bonus Plan of the Company, and any amendment or
amendments to such Registration Statement and any other document in support
thereof or supplemental thereto, and the undersigned hereby grants to said
attorneys and each of them full power and authority to do and perform each
and every act and thing whatsoever that said attorney or attorneys may deem
necessary or advisable to carry out fully the intent of the foregoing as
the undersigned might or could do personally or in the capacity or
capacities as aforesaid, hereby ratifying and confirming all acts and
things that said attorney or attorneys may do or cause to be done by virtue
of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 24th day of November, 1998.
/S/ B.M. RANKIN, JR.
B.M. RANKIN, JR.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his capacity
or capacities as an officer or a member of the Board of Directors or both
of McMoRan Exploration Co. (the "Company"), does hereby make, constitute,
and appoint JAMES R. MOFFETT, RICHARD C. ADKERSON, ROBERT M. WOHLEBER, and
JOHN G. AMATO, and each of them acting individually, the true and lawful
attorney of the undersigned with power to act without the others and with
full power of substitution and resubstitution to execute, deliver, and
file, for and on behalf of the undersigned and in the name of the
undersigned and in the capacity or capacities of the undersigned as
aforesaid, a Registration Statement of the Company on Form S-8, or on such
other Form as may be determined to be applicable, providing for the
registration under the Act of shares of Company common stock that may be
issued under the Stock Bonus Plan of the Company, and any amendment or
amendments to such Registration Statement and any other document in support
thereof or supplemental thereto, and the undersigned hereby grants to said
attorneys and each of them full power and authority to do and perform each
and every act and thing whatsoever that said attorney or attorneys may deem
necessary or advisable to carry out fully the intent of the foregoing as
the undersigned might or could do personally or in the capacity or
capacities as aforesaid, hereby ratifying and confirming all acts and
things that said attorney or attorneys may do or cause to be done by virtue
of these presents.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 24th day of November, 1998.
/S/ C. DONALD WHITMIRE, JR.
C. DONALD WHITMIRE, JR.
