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SECURITIES AND EXCHANGE COMMISSION
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Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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PHILLIPS PETROLEUM COMPANY
(Exact name of registrant as specified in its charter)
Delaware 73-0400345
- ------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
PHILLIPS BUILDING, BARTLESVILLE, OKLAHOMA 74004
(Address of principal executive offices) (Zip Code)
OMNIBUS SECURITIES PLAN
OF PHILLIPS PETROLEUM COMPANY
(Full title of the plan)
T. C. Morris
Senior Vice President, Treasurer
and Chief Financial Officer
Phillips Petroleum Company
Bartlesville, Oklahoma 74004
(Name and address of agent for service)
918-661-8266
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to to be price per offering registration
be registered registered share price fee
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Common Stock
($1.25 par
value)..... 500,000 $31.1875* $15,593,750 $5,377
shares
- --------------------------------------------------------------------
-------------------
*Based on provision (c) of Rule 457, the proposed maximum offering
price per share is based on the average of the high and low prices
on May 4, 1994, as reported on May 5, 1994, in The Wall Street
Journal.
<PAGE>
PART I
The documents containing the information specified in this Part I
will be sent or given to employees as specified by Rule
428(b)(1).
1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The documents listed below have been filed by Phillips
Petroleum Company with the Commission and are incorporated herein
by reference:
(a) Phillips Petroleum Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1993;
(b) Phillips Petroleum Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1994;
(c) The description of Phillips Petroleum Company's common
stock which is contained in its Registration Statement
filed under Section 12 of the Securities Exchange Act
of 1934, including any amendments or reports filed for
the purpose of updating such description.
All documents subsequently filed by the Registrant or the
Plan pursuant to Sections 13, 14 and 15(d) of the Securities
Exchange Act of 1934 after the date of this Prospectus and prior
to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference in this Prospectus from the date of
filing of such documents.
Experts
The financial statements and financial statement schedules
of Phillips Petroleum Company and consolidated subsidiaries
appearing in the Company's Annual Report on Form 10-K for the
year ended December 31, 1993, have been audited by Ernst & Young,
independent auditors, as set forth in their report thereon
included therein and incorporated herein by reference. Such
financial statements and schedules are, and audited financial
statements to be included in subsequently filed documents will
be, incorporated herein in reliance upon the reports of Ernst &
Young pertaining to such financial statements (to the extent
covered by consents filed with the Securities and Exchange
Commission) given upon the authority of such firm as experts in
accounting and auditing.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Indemnification provisions of the registrant's bylaws are
supplemented by directors' and officers' liability insurance with
a limit of $100 million, which insurance is subject to a number
of exclusions, deductibles and conditions.
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<PAGE>
Item 8. EXHIBITS
The following exhibits are filed herewith or incorporated by
reference in accordance with Rule 411 of the General Rules and
Regulations under the Securities Act of 1933, as indicated in the
parentheses following the description of each exhibit:
Exhibit 4 Omnibus Securities Plan of Phillips Petroleum
Company. (Incorporated by reference to
Exhibit 10 to Quarterly Report on Form 10-Q for
the quarter ended June 30, 1993).
Exhibit 5 Opinion of Counsel.
Exhibit 23(a) Consent of Ernst & Young.
(b) Consent of Robert C. Koch, Esq. (included in
Exhibit 5 above)
Exhibit 24(a) Powers of Attorney.
(b) A certified copy of a resolution adopted by the
Board of Directors of Phillips Petroleum Company
authorizing the Chief Executive Officer, the
President, and any Vice President, or any one of
them, to execute the registration statement
including amendments thereto on behalf of the
Company by acting either personally or through
powers of attorney granted to L. F. Francis,
W. G. Jones, T. C. Morris and William G. Paul or
any one of them.
Item 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;
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<PAGE>
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is on Form S-3 or
Form S-8, and the information required to be included in a post-
effective amendment by those paragraphs 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.
(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.
(4) That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
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<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 Bartlesville, State of Oklahoma, on May 9, 1994.
PHILLIPS PETROLEUM COMPANY
W. W. Allen
Chairman of the Board of Directors
and Chief Executive Officer
/s/ L. F. Francis
----------------------------------
L. F. Francis
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
Principal executive officer
W. W. Allen Chairman of the
Board of Directors
and Chief Executive
/s/ L. F. Francis Officer May 9, 1994
- ---------------------------
L. F. Francis
Attorney-in-Fact
Principal financial officer
Senior Vice President,
Treasurer and Chief
/s/ T. C. Morris Financial Officer May 9, 1994
- ---------------------------
T. C. Morris
Principal accounting officer
Controller and
/s/ L. F. Francis General Tax Officer May 9, 1994
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L. F. Francis
II-4
<PAGE>
Signature Title Date
--------- ----- ----
W. W. Allen; Norman R.
Augustine; George B. Beitzel;
C. L. Bowerman; Robert E.
Chappell, Jr.; Lawrence S.
Eagleburger; James B. Edwards;
Larry D. Horner; J. J. Mulva;
D. J. Tippeconnic; Randall L.
Tobias; Victoria J. Tschinkel;
and J. L. Whitmire
By /s/ L. F. Francis Directors May 9, 1994
-----------------------------
L. F. Francis
Attorney-in-fact
Director
- -------------------------------
E. Douglas Kenna
II-5
<PAGE>
PHILLIPS PETROLEUM COMPANY Exhibit 5
BARTLESVILLE, OKLAHOMA 74004 818 661-6600
LEGAL
May 9, 1994
Phillips Petroleum Company
Phillips Building
Bartlesville, Oklahoma 74004
Dear Sirs:
I have acted as counsel for Phillips Petroleum Company, a
Delaware corporation (the "Company"), in connection with the
preparation of the Company's Registration Statement on Form S-8
(the "Registration Statement"), being filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), in connection with the proposed offering of
an aggregate of 500,000 shares of common stock, $1.25 par value, of
the Company (the "Common Stock"). The Common Stock is proposed to
be offered and sold by the Company to its employees from time to
time under the terms of the Omnibus Securities Plan of Phillips
Petroleum Company (the "Plan"), the form of which is filed as
Exhibit 4 to the Registration Statement.
In connection with the foregoing, I have examined the
originals or copies, certified or otherwise authenticated to my
satisfaction, of such corporate records of the Company, agreements
and other instruments, certificates of public officials and of
officers of the Company and other instruments and documents as I
have deemed necessary to require as a basis for the opinions
hereinafter expressed. As to various questions of fact material to
such opinions, I have, where relevant facts were not independently
established, relied upon statements of officers of the Company.
On the basis of the foregoing, I advise you that in my opinion
the Common Stock proposed to be sold by the Company, pursuant to
the Plan, has been duly authorized for issuance and, subject to the
Registration Statement's becoming effective under the Securities
Act and to compliance with any applicable state securities or Blue
Sky laws, will be when sold under the terms of the Plan legally
issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the
Registration Statement. In giving this consent, I do not thereby
<PAGE>
Phillips Petroleum Company -2- May 9, 1994
admit that I come within the category of persons whose consent is
required under Section 7 of the Securities Act or the rules or
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Robert C. Koch
--------------------
Exhibit 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts"
in the Registration Statement (Form S-8), pertaining to the Omnibus
Securities Plan of Phillips Petroleum Company and to the
incorporation by reference therein and in the related prospectus of
our report dated March 8, 1994, with respect to the consolidated
financial statements and schedules of Phillips Petroleum Company
included in its Annual Report (Form 10-K) for the year ended
December 31, 1993, as filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG
-----------------
ERNST & YOUNG
Tulsa, Oklahoma
May 9, 1994
Exhibit 24(a)
POWER OF ATTORNEY
Phillips Petroleum Company, a Delaware corporation, hereby
authorizes and appoints T. C. Morris, L. F. Francis, W. G. Jones
and William G. Paul, jointly and severally, as its true and lawful
attorneys-in-fact and agent, with full power of substitution and
resubstitution, for it and in its name, place, and stead, in any
and all capacities, to sign any and all amendments (including post-
effective amendments) to a registration statement Form S-8 relating
to Common Stock issued under benefit plans, and to file the same,
with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto each said attorney-in-fact and agent full power and authority
to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all
intents and purposes as this Company might or could do, hereby
ratifying and confirming all that each said attorney-in-fact and
agent, or any of them, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Dated this 9th day of May, 1994.
PHILLIPS PETROLEUM COMPANY
By: /s/ W. W. Allen
-----------------------------
W. W. Allen
Chairman of the Board of
Directors and Chief Executive
Officer
ATTEST:
/s/ Dale J. Billam
- -------------------------
Dale J. Billam, Secretary
Phillips Petroleum Company
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes and
appoints L. F. Francis, W. G. Jones and William G. Paul, jointly
and severally, as his true and lawful attorneys-in-fact and agent,
with full power of substitution and resubstitution, for him and in
his name, place, and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to a
registration statement to be filed by Phillips Petroleum Company on
Form S-8 relating to Common Stock issued under benefit plans, and
to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto each said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite
and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that each said attorney-in-fact and
agent, or any of them, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ T. C. Morris
------------------------------------
T. C. Morris, Senior Vice President,
Chief Financial Officer; Principal
Financial Officer
Phillips Petroleum Company
Date: May 9, 1994
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes and
appoints T. C. Morris, W. G. Jones and William G. Paul, jointly and
severally, as his true and lawful attorneys-in-fact and agent, with
full power of substitution and resubstitution, for him and in his
name, place, and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to a
registration statement to be filed by Phillips Petroleum Company on
Form S-8 relating to Common Stock issued under benefit plans, and
to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto each said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite
and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that each said attorney-in-fact and
agent, or any of them, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ L. F. Francis
-----------------------------------
L. F. Francis
Controller and General Tax Officer;
Principal Accounting Officer
Phillips Petroleum Company
Date: May 9, 1994
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes and
appoints T. C. Morris, L. F. Francis, W. G. Jones and William G.
Paul, jointly and severally, as his true and lawful attorneys-in-
fact and agent, with full power of substitution and resubstitution,
for him and in his name, place, and stead, in any and all
capacities, to sign any and all amendments (including post-
effective amendments) to a registration statement to be filed by
Phillips Petroleum Company on Form S-8 relating to Common Stock
issued under benefit plans, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be
done in connection therewith, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming
all that each said attorney-in-fact and agent, or any of them, or
his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
/s/ W. W. Allen
----------------------------------
W. W. Allen
Chairman of the Board of Directors
and Chief Executive Officer;
Principal Executive Officer
Phillips Petroleum Company
Date: May 9, 1994
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes and
appoints T. C. Morris, L. F. Francis, W. G. Jones and William G.
Paul, jointly and severally, as his true and lawful attorneys-in-
fact and agent, with full power of substitution and resubstitution,
for him and in his name, place, and stead, in any and all
capacities, to sign any and all amendments (including post-
effective amendments) to a registration statement to be filed by
Phillips Petroleum Company on Form S-8 relating to Common Stock
issued under benefit plans, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be
done in connection therewith, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming
all that each said attorney-in-fact and agent, or any of them, or
his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
/s/ Norman R. Augustine
-----------------------------
Norman R. Augustine, Director
Phillips Petroleum Company
Date: May 9, 1994
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes and
appoints T. C. Morris, L. F. Francis, W. G. Jones and William G.
Paul, jointly and severally, as his true and lawful attorneys-in-
fact and agent, with full power of substitution and resubstitution,
for him and in his name, place, and stead, in any and all
capacities, to sign any and all amendments (including post-
effective amendments) to a registration statement to be filed by
Phillips Petroleum Company on Form S-8 relating to Common Stock
issued under benefit plans, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be
done in connection therewith, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming
all that each said attorney-in-fact and agent, or any of them, or
his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
/s/ George B. Beitzel
---------------------------
George B. Beitzel, Director
Phillips Petroleum Company
Date: May 9, 1994
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes and
appoints T. C. Morris, L. F. Francis, W. G. Jones and William G.
Paul, jointly and severally, as his true and lawful attorneys-in-
fact and agent, with full power of substitution and resubstitution,
for him and in his name, place, and stead, in any and all
capacities, to sign any and all amendments (including post-
effective amendments) to a registration statement to be filed by
Phillips Petroleum Company on Form S-8 relating to Common Stock
issued under benefit plans, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be
done in connection therewith, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming
all that each said attorney-in-fact and agent, or any of them, or
his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
/s/ Charles L. Bowerman
-----------------------------
Charles L. Bowerman, Director
Phillips Petroleum Company
Date: May 9, 1994
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes and
appoints T. C. Morris, L. F. Francis, W. G. Jones and William G.
Paul, jointly and severally, as his true and lawful attorneys-in-
fact and agent, with full power of substitution and resubstitution,
for him and in his name, place, and stead, in any and all
capacities, to sign any and all amendments (including post-
effective amendments) to a registration statement to be filed by
Phillips Petroleum Company on Form S-8 relating to Common Stock
issued under benefit plans, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be
done in connection therewith, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming
all that each said attorney-in-fact and agent, or any of them, or
his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
/s/ Robert E. Chappell, Jr.
---------------------------------
Robert E. Chappell, Jr., Director
Phillips Petroleum Company
Date: May 9, 1994
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes and
appoints T. C. Morris, L. F. Francis, W. G. Jones and William G.
Paul, jointly and severally, as his true and lawful attorneys-in-
fact and agent, with full power of substitution and resubstitution,
for him and in his name, place, and stead, in any and all
capacities, to sign any and all amendments (including post-
effective amendments) to a registration statement to be filed by
Phillips Petroleum Company on Form S-8 relating to Common Stock
issued under benefit plans, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be
done in connection therewith, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming
all that each said attorney-in-fact and agent, or any of them, or
his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
/s/ Lawrence S. Eagleburger
---------------------------------
Lawrence S. Eagleburger, Director
Phillips Petroleum Company
Date: May 9, 1994
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes and
appoints T. C. Morris, L. F. Francis, W. G. Jones and William G.
Paul, jointly and severally, as his true and lawful attorneys-in-
fact and agent, with full power of substitution and resubstitution,
for him and in his name, place, and stead, in any and all
capacities, to sign any and all amendments (including post-
effective amendments) to a registration statement to be filed by
Phillips Petroleum Company on Form S-8 relating to Common Stock
issued under benefit plans, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be
done in connection therewith, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming
all that each said attorney-in-fact and agent, or any of them, or
his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
/s/ James B. Edwards
--------------------------
James B. Edwards, Director
Phillips Petroleum Company
Date: May 9, 1994
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes and
appoints T. C. Morris, L. F. Francis, W. G. Jones and William G.
Paul, jointly and severally, as his true and lawful attorneys-in-
fact and agent, with full power of substitution and resubstitution,
for him and in his name, place, and stead, in any and all
capacities, to sign any and all amendments (including post-
effective amendments) to a registration statement to be filed by
Phillips Petroleum Company on Form S-8 relating to Common Stock
issued under benefit plans, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be
done in connection therewith, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming
all that each said attorney-in-fact and agent, or any of them, or
his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
/s/ Larry D. Horner
--------------------------
Larry D. Horner, Director
Phillips Petroleum Company
Date: May 9, 1994
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes and
appoints T. C. Morris, L. F. Francis, W. G. Jones and William G.
Paul, jointly and severally, as his true and lawful attorneys-in-
fact and agent, with full power of substitution and resubstitution,
for him and in his name, place, and stead, in any and all
capacities, to sign any and all amendments (including post-
effective amendments) to a registration statement to be filed by
Phillips Petroleum Company on Form S-8 relating to Common Stock
issued under benefit plans, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be
done in connection therewith, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming
all that each said attorney-in-fact and agent, or any of them, or
his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
/s/ J. J. Mulva
--------------------------
J. J. Mulva, Director
Phillips Petroleum Company
Date: May 9, 1994
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes and
appoints T. C. Morris, L. F. Francis, W. G. Jones and William G.
Paul, jointly and severally, as his true and lawful attorneys-in-
fact and agent, with full power of substitution and resubstitution,
for him and in his name, place, and stead, in any and all
capacities, to sign any and all amendments (including post-
effective amendments) to a registration statement to be filed by
Phillips Petroleum Company on Form S-8 relating to Common Stock
issued under benefit plans, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be
done in connection therewith, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming
all that each said attorney-in-fact and agent, or any of them, or
his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
/s/ D. J. Tippeconnic
---------------------------
D. J. Tippeconnic, Director
Phillips Petroleum Company
Date: May 9, 1994
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes and
appoints T. C. Morris, L. F. Francis, W. G. Jones and William G.
Paul, jointly and severally, as his true and lawful attorneys-in-
fact and agent, with full power of substitution and resubstitution,
for him and in his name, place, and stead, in any and all
capacities, to sign any and all amendments (including post-
effective amendments) to a registration statement to be filed by
Phillips Petroleum Company on Form S-8 relating to Common Stock
issued under benefit plans, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be
done in connection therewith, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming
all that each said attorney-in-fact and agent, or any of them, or
his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
/s/ Randall L. Tobias
---------------------------
Randall L. Tobias, Director
Phillips Petroleum Company
Date: May 9, 1994
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes and
appoints T. C. Morris, L. F. Francis, W. G. Jones and William G.
Paul, jointly and severally, as her true and lawful attorneys-in-
fact and agent, with full power of substitution and resubstitution,
for her and in her name, place, and stead, in any and all
capacities, to sign any and all amendments (including post-
effective amendments) to a registration statement to be filed by
Phillips Petroleum Company on Form S-8 relating to Common Stock
issued under benefit plans, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be
done in connection therewith, as fully to all intents and purposes
as she might or could do in person, hereby ratifying and confirming
all that each said attorney-in-fact and agent, or any of them, or
his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
/s/ Victoria J. Tschinkel
-------------------------------
Victoria J. Tschinkel, Director
Phillips Petroleum Company
Date: May 9, 1994
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes and
appoints T. C. Morris, L. F. Francis, W. G. Jones and William G.
Paul, jointly and severally, as his true and lawful attorneys-in-
fact and agent, with full power of substitution and resubstitution,
for him and in his name, place, and stead, in any and all
capacities, to sign any and all amendments (including post-
effective amendments) to a registration statement to be filed by
Phillips Petroleum Company on Form S-8 relating to Common Stock
issued under benefit plans, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be
done in connection therewith, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming
all that each said attorney-in-fact and agent, or any of them, or
his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
/s/ J. Whitmire
--------------------------
J. Whitmire, Director
Phillips Petroleum Company
Date: May 9, 1994
<PAGE>
Exhibit 24(b)
PHILLIPS PETROLEUM COMPANY
CERTIFICATE
-----------
I, the undersigned, Dale J. Billam, Secretary of Phillips
Petroleum Company, a Delaware corporation, do hereby certify that
the attached is a full, true and correct copy of a resolution
adopted by the Directors of said corporation at a meeting of said
Board duly held in Bartlesville, Oklahoma, on the 11th day of
January 1993.
I further certify that said resolution has not been amended,
canceled or superseded and is in full force and effect as of the
date of this certificate.
Given under my hand and the seal of the corporation this 9th
day of May 1994.
/s/ Dale J. Billam
------------------
Secretary
<PAGE>
Phillips Petroleum Company Board of Directors
R E S O L U T I O N
_ _ _ _ _ _ _ _ _ _
RESOLVED, that this Board hereby generally authorizes the
issuance or sale of, or any contract to issue or sell, from time
to time, shares of the common stock of the Company pursuant to
the Omnibus Securities Plan of Phillips Petroleum Company
("Plan"), which Plan in the form submitted to this Board (a copy
of which the Secretary is directed to identify and retain with
the ancillary records of this meeting) is hereby approved and
adopted, subject, however, to the Plan being submitted to and
approved by the stockholders of the Company at the next annual
meeting of stockholders; provided, however, that the number of
shares of the common stock of the Company which may be
distributed under the Plan ("Securities") during the term thereof
shall not exceed the maximum number set forth in Section 6 of the
Plan as it may be adjusted pursuant to Section 8 of the Plan; and
RESOLVED, that the Company submit the Plan to the stockholders of
the Company for approval at the next annual meeting of
stockholders; and
RESOLVED, that in regard to the Securities, the Chairman of the
Board of Directors, the President, any Executive Vice President,
any Senior Vice President or any Vice President, including the
Vice President, Treasurer and Chief Financial Officer (the
"Authorized Officers") shall be, and each of them is, hereby
authorized in the name and on behalf of the Company, if with
advice of counsel they deem it necessary, appropriate or
desirable, to prepare, or cause to be prepared pursuant to the
Securities Act of 1933, as amended, one or more registration
statements, which shall be submitted to the directors for their
review (the "Registration Statements"), and in regard to the
Securities, such registration, notice or identifying documents
required or appropriate under other applicable law or regulation
(foreign or domestic), with full power and authority to make such
changes in form or substance as each of such officers, in his
discretion, with the advice of counsel, deems necessary,
appropriate or desirable, to execute such Registration Statement
or document and upon the execution by the Company's required
officers either personally or by an attorney-in-fact, which is
hereby authorized, and the execution thereof by such directors of
this Company as are necessary, either personally or by an
attorney-in-fact, the officers of this Company be, and
<PAGE>
each of such officers hereby is, authorized and directed to cause
the same to be filed, published or distributed as is required or
appropriate (filings, publications or distributions other than in
the U.S. hereinafter referred to as "Other Filings"); and that
the officers of the Company be, and each of them is, hereby
authorized in the name and on behalf of the Company to prepare or
cause to be prepared and to execute and secure execution by the
required officers and directors personally or by an
attorney-in-fact, and to file, publish or distribute or cause to
be filed, published or distributed, after such executions, with
the appropriate agency or commission, such amendments and
supplements, including pre-effective amendments, post-effective
amendments or supplements to the Registration Statements or
prospectus contained therein or related thereto or other
documents as may be required or appropriate for the Other
Filings, together with all documents or exhibits and all
certificates, letters, instruments, applications and any other
documents which may be required or appropriate for such
Registration Statement, prospectus, or Other Filings as each of
such officers, with the advice of counsel, deem necessary or
advisable; and
RESOLVED, that the Authorized Officers be, and each of them is,
hereby authorized in the name and on behalf of the Company to
take any and all action which they may, with the advice of
counsel, deem necessary or appropriate in order to effect the
registration or qualification of or obtain similar authorization
or clearance for all or part of any issue of Securities for
issuance, offer and sale under the securities or Blue Sky laws or
regulation of any of the States of the U.S. and the District of
Columbia or the Securities under any applicable laws or
regulations of any other jurisdictions or to effect compliance
with any such applicable law or regulation, and in connection
therewith to execute, acknowledge, verify, deliver, file and
publish all such applications, reports, covenants, resolutions
and other papers and instruments as may be required or
appropriate under such law or regulations, and to take any and
all such further action as each such officer may deem necessary
or appropriate in order to maintain any such registration,
qualification, authorization, clearance or compliance for as long
as he may deem to be in the best interests of the Company,
consistent with the forms, terms and conditions approved by the
Authorized Officers under the authority delegated to them set
forth above; and
RESOLVED, that the Authorized Officers be, and each of them is,
hereby authorized to execute and file in the name and on behalf
of the Company in such jurisdictions of the U.S. or elsewhere
wherein consents to service of process may be requisite or
appropriate under the
<PAGE>
securities laws thereof in connection with the issuance, offering
and sale of any of the Securities, irrevocable written consents
on the part of the Company to be used in such jurisdictions in
regard to such matters as the officer acting considers necessary
or appropriate, and to appoint one or more appropriate official
persons or agents for the Company for the purpose of receiving
and accepting process in such suits; and
RESOLVED, that such corporation(s), firm(s) or person(s) as may
be selected by the Authorized Officers be, and each of them
hereby is, appointed attorney-in-fact for the purposes of
executing an application for the registration, as may be
necessary or appropriate, of any of the Securities pursuant to
and in the form prescribed under the California Corporate
Securities Law of 1968; and
RESOLVED, that the Vice President, Treasurer and Chief Financial
Officer of the Company be, and he hereby is, appointed as the
Agent for Service to be named in any communications for the
Company in connection with any Registration Statement; and
RESOLVED, that the Authorized Officers be, and each of them is,
hereby authorized by the Company to make such applications to
such securities exchanges or similar organization in the U.S. or
elsewhere, if any, for the listing thereon of any issue of
securities, and to enter into such agreements and undertakings to
effect such listing as the officer acting shall deem necessary,
desirable or appropriate, and to appear before the appropriate
officials of said exchange or organization, with authority to
make such changes, with the advice of counsel, in any such
application or in any agreement, instrument or document relative
thereto as may be necessary or appropriate in connection with
such listing; and
RESOLVED, that the Authorized Officers be, and each of them is,
hereby authorized to execute agreements between the Company and
such exchange or organization in such form as such officer, with
the advice of counsel, deems necessary, appropriate or advisable
and as may be required by or acceptable to such exchange or
organization, to indemnify and hold harmless said exchange or
organization, its Governors, directors, officers and employees,
and any purchaser for value of any of the Securities against any
and all losses, liabilities, claims, damages or expenses (whether
such claims be groundless or otherwise), including costs,
disbursements and counsel fees, arising out of any act done in
reliance upon the authenticity of the facsimile signatures of
authorized officers of the Company in
<PAGE>
connection with the execution of the Securities on behalf of the
Company or any facsimile signatures resembling or purporting to
be such facsimile signatures; and
RESOLVED, that subject to the authority delegated by the Plan,
the Authorized Officers of this Company are hereby authorized, in
the name and on behalf of this Company, to make, execute and
deliver or cause to be made, executed and delivered, all such
officer's certificates and such other agreements, undertakings,
documents or instruments or to perform or cause to be performed
such other acts as each Authorized Officer may deem necessary,
appropriate or desirable to effectuate the purpose and intent of
the foregoing resolutions.
<PAGE>
