<PAGE>
<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON March 9, 1994
REGISTRATION NO. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Amoco Corporation
(Exact name of registrant as specified in its charter)
Indiana 36-1812780
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 East Randolph Drive, Chicago, Illinois 60601
(Address of Principal Executive Offices) (Zip Code)
1994 INCENTIVE PROGRAM OF AMOCO CORPORATION
AND ITS PARTICIPATING SUBSIDIARIES
(Full title of the Plan)
P. A. Brandin, Corporate Secretary
Amoco Corporation
200 East Randolph Drive
Chicago, Illinois 60601
(Name and address of agent for service)
(312)-856-6111
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Title of offering aggregate Amount of
securities to Amount to be price per offering registration
be registered registered(1) share(2) price(2) fee(2)
<S> <C> <C> <C> <C>
Common Stock, 10,000,000 $52.5625 $525,625,000 $181,250
without par shares
value . . . .
</TABLE>
1.
<PAGE>
<PAGE>
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as
amended, this Registration Statement also registers such
indeterminate number of additional shares as may be issuable under
the Plan in connection with share splits, share dividends or
similar transactions.
(2) Estimated pursuant to Rule 457(h) under the Securities Act of 1933,
as amended, solely for the purpose of calculating the registration
fee based on the average of the high and low prices for Amoco
Corporation common stock as reported on the New York Stock
Exchange, Inc. Composite Transactions Reporting System on March 7,
1994.
2.
<PAGE>
<PAGE>
Registration Statement on Form S-8
under the
Securities Act of 1993
of
Amoco Corporation
The contents of Registration Statement Number 33-40099 under the
Securities Act of 1933 of Amoco Corporation are incorporated herein by
reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8 Exhibits.
The undersigned Registrant hereby files the exhibits identified on
the Exhibit Index included as part of this Registration Statement.
3.
<PAGE>
<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 Chicago, State of
Illinois, on March 9, 1994.
AMOCO CORPORATION
Registrant
By: H. L. FULLER
H. L. Fuller, Chairman of the Board
and President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities indicated on March 9, 1994.
<TABLE>
<CAPTION>
Signature Title
<S> <C>
H. L. FULLER* Chairman of the Board, President and
H. L. Fuller Director (Principal Executive Officer)
F. S. ADDY* Executive Vice President and Director
F. S. Addy (Principal Financial Officer)
JOHN L. CARL* Senior Vice President-Finance and
John L. Carl Controller (Principal Accounting
Officer)
L. D. THOMAS* Vice Chairman and Director
L. D. Thomas
P. J. EARLY* Vice Chairman and Director
P. J. Early
DONALD R. BEALL* Director
Donald R. Beall
4.
<PAGE>
<PAGE>
Signature Title
<S> <C>
RUTH BLOCK* Director
Ruth Block
JOHN H. BRYAN* Director
John H. Bryan
ERROLL DAVIS* Director
Erroll Davis
RICHARD FERRIS* Director
Richard Ferris
ROBERT H. MALOTT* Director
Robert H. Malott
WALTER E. MASSEY* Director
Walter E. Massey
MARTHA R. SEGER* Director
Martha R. Seger
MICHAEL WILSON* Director
Michael Wilson
RICHARD D. WOOD* Director
Richard D. Wood
*By H. L. FULLER Individually and as Attorney-in-Fact
H. L. Fuller
</TABLE>
5.
<PAGE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Sequentially
Number Exhibit Numbered
Page
<S> <C> <C>
(5) Opinion of J. E. Klewin, including consent
(23) Consent of Price Waterhouse
(24) Powers of Attorney
</TABLE>
6.
<PAGE>
<PAGE>
Exhibit 5
March 9, 1994
Amoco Corporation
200 East Randolph Drive
Chicago, Illinois 60601
Gentlemen:
Reference is made to the proposed offering by Amoco Corporation, an
Indiana Corporation ("Amoco") of additional shares of Amoco common stock
without par value in connection with the 1991 Incentive Program of Amoco
Corporation and its Participating Subsidiaries ("1991 Program"). The 1991
Program provides for awards in any one year of up to .9% of Amoco's
outstanding shares of common stock without par value ("Shares"), subject
to certain adjustments as described in the 1991 Program.
I am familiar with the Form S-8 Registration Statement ("Registration
Statement") that Amoco is filing with the Securities and Exchange
Commission to register Shares under the Securities Act of 1933, as amended
(the "Act"). Amoco has previously filed Registration Statement Number 33-
40099 for shares issued with respect to the 1991 Program.
I have examined:
(a) a certified copy of the Articles of Incorporation of Amoco and all
amendments thereto;
(b) the By-laws of Amoco;
(c) the Minutes of the Meetings of the stockholders and the Board of
Directors of Amoco (and the committees thereof) that are relevant to
matters contained in this opinion; and
(d) the official text of the 1991 Program.
I have made such other investigations and examined such other documents as
I have deemed necessary for the purpose of giving the opinion herein
stated.
Based upon the foregoing, I am of the opinion that:
1. Amoco is a corporation duly organized and validly existing under the
laws of the State of Indiana.
1
<PAGE>
<PAGE>
Amoco Corporation
Page 2
March 9, 1994
2. Amoco has full power to issue Shares to employees and to sell Shares
to optionees under and in accordance with the 1991 Program; and the
Shares, when so issued and sold under the terms of and in accordance
with the Articles of Incorporation and By-laws of Amoco and the
provisions of the 1991 Program, will be duly issued and outstanding
shares of common stock of Amoco, fully paid and non-assessable.
The foregoing opinion is limited to the Federal laws of the United States
and the Indiana Business Corporation Law, and I am not expressing any
opinion as to the effect of the laws of any other jurisdiction. I hereby
consent to the use of the foregoing opinion as an exhibit to the
Registration Statement and to the use of my name in the Registration
Statement. In giving such consent I do not hereby admit I am in the
category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
Jane E. Klewin
Attorney
2
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February 23, 1993,
which appears on page 32 of Amoco Corporation's Annual Report to
shareholders for the year ended December 31, 1992, which is incorporated
by reference in Amoco Corporation's Annual Report on Form 10-K for the
year ended December 31, 1992. We also consent to the incorporation by
reference of our report on the Financial Statement Schedules, which
appears on page 14 of such Annual Report on Form 10-K.
PRICE WATERHOUSE
Chicago, Illinois
March 9, 1994
<PAGE>
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, R. D. Cadieux, L. D. Thomas and F. S. Addy, and
each of them, his or her true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to sign (i) any
and all Amoco Corporation registration statements and amendments thereto
relating to issuance, through or in connection with employee benefit
plans, of Amoco Corporation common stock and plan interests, and (ii)
annual reports of Amoco Corporation on Form 10-K, for any fiscal year, and
(iii) any and all amendments to Registration Statements Nos. 33-11635 and
33-22897 on Form S-3, and to file the same with the Securities and
Exchange Commission, with all exhibits thereto, and all other documents as
may be necessary or appropriate in connection therewith, granting unto
said attorney-in-fact and agent, full power and authority to do and
perform each and every act and thing which said attorneys and agents, or
any of them, deem advisable to enable Amoco Corporation to comply with the
federal or state securities laws, and any requirements or regulations in
respect thereto, as fully to all intents and purposes as he or she might
or could do in person, and the undersigned does hereby ratify and confirm
all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney on the 15th day of October, 1991.
H. L. FULLER
Signature
H. L. Fuller
Print Name
1
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, R. D. Cadieux, L. D. Thomas and F. S. Addy, and
each of them, his or her true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to sign (i) any
and all Amoco Corporation registration statements and amendments thereto
relating to issuance, through or in connection with employee benefit
plans, of Amoco Corporation common stock and plan interests, and (ii)
annual reports of Amoco Corporation on Form 10-K, for any fiscal year, and
(iii) any and all amendments to Registration Statements Nos. 33-11635 and
33-22897 on Form S-3, and to file the same with the Securities and
Exchange Commission, with all exhibits thereto, and all other documents as
may be necessary or appropriate in connection therewith, granting unto
said attorney-in-fact and agent, full power and authority to do and
perform each and every act and thing which said attorneys and agents, or
any of them, deem advisable to enable Amoco Corporation to comply with the
federal or state securities laws, and any requirements or regulations in
respect thereto, as fully to all intents and purposes as he or she might
or could do in person, and the undersigned does hereby ratify and confirm
all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney on the 15th day of October, 1991.
F. S. ADDY
Signature
F. S. Addy
Print Name
2
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, L. D. Thomas and F. S. Addy, and each of them, his
or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign (i) any and all Amoco
Corporation registration statements and amendments thereto relating to
issuance, through or in connection with employee benefit plans, of Amoco
Corporation common stock and plan interests, and (ii) annual reports of
Amoco Corporation on Form 10-K, for any fiscal year, and (iii) any and all
amendments to Registration Statements Nos. 33-11635 and 33-22897 on Form
S-3, and to file the same with the Securities and Exchange Commission,
with all exhibits thereto, and all other documents as may be necessary or
appropriate in connection therewith, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act
and thing which said attorneys and agents, or any of them, deem advisable
to enable Amoco Corporation to comply with the federal or state securities
laws, and any requirements or regulations in respect thereto, as fully to
all intents and purposes as he or she might or could do in person, and the
undersigned does hereby ratify and confirm all that said attorney-in-fact
and agent, or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney on the 14th day of December, 1992.
JOHN L. CARL
Signature
John L. Carl
Print Name
3
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, R. D. Cadieux, L. D. Thomas and F. S. Addy, and
each of them, his or her true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to sign (i) any
and all Amoco Corporation registration statements and amendments thereto
relating to issuance, through or in connection with employee benefit
plans, of Amoco Corporation common stock and plan interests, and (ii)
annual reports of Amoco Corporation on Form 10-K, for any fiscal year, and
(iii) any and all amendments to Registration Statements Nos. 33-11635 and
33-22897 on Form S-3, and to file the same with the Securities and
Exchange Commission, with all exhibits thereto, and all other documents as
may be necessary or appropriate in connection therewith, granting unto
said attorney-in-fact and agent, full power and authority to do and
perform each and every act and thing which said attorneys and agents, or
any of them, deem advisable to enable Amoco Corporation to comply with the
federal or state securities laws, and any requirements or regulations in
respect thereto, as fully to all intents and purposes as he or she might
or could do in person, and the undersigned does hereby ratify and confirm
all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney on the 15th day of October, 1991.
L. D. THOMAS
Signature
L. D. Thomas
Print Name
4
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, R. D. Cadieux, L. D. Thomas and F. S. Addy, and
each of them, his or her true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to sign (i) any
and all Amoco Corporation registration statements and amendments thereto
relating to issuance, through or in connection with employee benefit
plans, of Amoco Corporation common stock and plan interests, and (ii)
annual reports of Amoco Corporation on Form 10-K, for any fiscal year, and
(iii) any and all amendments to Registration Statements Nos. 33-11635 and
33-22897 on Form S-3, and to file the same with the Securities and
Exchange Commission, with all exhibits thereto, and all other documents as
may be necessary or appropriate in connection therewith, granting unto
said attorney-in-fact and agent, full power and authority to do and
perform each and every act and thing which said attorneys and agents, or
any of them, deem advisable to enable Amoco Corporation to comply with the
federal or state securities laws, and any requirements or regulations in
respect thereto, as fully to all intents and purposes as he or she might
or could do in person, and the undersigned does hereby ratify and confirm
all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney on the 15th day of October, 1991.
P. J. EARLY
Signature
P. J. Early
Print Name
5
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, R. D. Cadieux, L. D. Thomas and F. S. Addy, and
each of them, his or her true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to sign (i) any
and all Amoco Corporation registration statements and amendments thereto
relating to issuance, through or in connection with employee benefit
plans, of Amoco Corporation common stock and plan interests, and (ii)
annual reports of Amoco Corporation on Form 10-K, for any fiscal year, and
(iii) any and all amendments to Registration Statements Nos. 33-11635 and
33-22897 on Form S-3, and to file the same with the Securities and
Exchange Commission, with all exhibits thereto, and all other documents as
may be necessary or appropriate in connection therewith, granting unto
said attorney-in-fact and agent, full power and authority to do and
perform each and every act and thing which said attorneys and agents, or
any of them, deem advisable to enable Amoco Corporation to comply with the
federal or state securities laws, and any requirements or regulations in
respect thereto, as fully to all intents and purposes as he or she might
or could do in person, and the undersigned does hereby ratify and confirm
all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney on the 17th day of October, 1991.
DONALD R. BEALL
Signature
Donald R. Beall
Print Name
6
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, R. D. Cadieux, L. D. Thomas and F. S. Addy, and
each of them, his or her true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to sign (i) any
and all Amoco Corporation registration statements and amendments thereto
relating to issuance, through or in connection with employee benefit
plans, of Amoco Corporation common stock and plan interests, and (ii)
annual reports of Amoco Corporation on Form 10-K, for any fiscal year, and
(iii) any and all amendments to Registration Statements Nos. 33-11635 and
33-22897 on Form S-3, and to file the same with the Securities and
Exchange Commission, with all exhibits thereto, and all other documents as
may be necessary or appropriate in connection therewith, granting unto
said attorney-in-fact and agent, full power and authority to do and
perform each and every act and thing which said attorneys and agents, or
any of them, deem advisable to enable Amoco Corporation to comply with the
federal or state securities laws, and any requirements or regulations in
respect thereto, as fully to all intents and purposes as he or she might
or could do in person, and the undersigned does hereby ratify and confirm
all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney on the 21st day of October, 1991.
RUTH BLOCK
Signature
Ruth Block
Print Name
7
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, R. D. Cadieux, L. D. Thomas and F. S. Addy, and
each of them, his or her true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to sign (i) any
and all Amoco Corporation registration statements and amendments thereto
relating to issuance, through or in connection with employee benefit
plans, of Amoco Corporation common stock and plan interests, and (ii)
annual reports of Amoco Corporation on Form 10-K, for any fiscal year, and
(iii) any and all amendments to Registration Statements Nos. 33-11635 and
33-22897 on Form S-3, and to file the same with the Securities and
Exchange Commission, with all exhibits thereto, and all other documents as
may be necessary or appropriate in connection therewith, granting unto
said attorney-in-fact and agent, full power and authority to do and
perform each and every act and thing which said attorneys and agents, or
any of them, deem advisable to enable Amoco Corporation to comply with the
federal or state securities laws, and any requirements or regulations in
respect thereto, as fully to all intents and purposes as he or she might
or could do in person, and the undersigned does hereby ratify and confirm
all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney on the 22nd day of October, 1991.
JOHN H. BRYAN
Signature
John H. Bryan
Print Name
8
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, R. D. Cadieux, L. D. Thomas and F. S. Addy, and
each of them, his or her true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to sign (i) any
and all Amoco Corporation registration statements and amendments thereto
relating to issuance, through or in connection with employee benefit
plans, of Amoco Corporation common stock and plan interests, and (ii)
annual reports of Amoco Corporation on Form 10-K, for any fiscal year, and
(iii) any and all amendments to Registration Statements Nos. 33-11635 and
33-22897 on Form S-3, and to file the same with the Securities and
Exchange Commission, with all exhibits thereto, and all other documents as
may be necessary or appropriate in connection therewith, granting unto
said attorney-in-fact and agent, full power and authority to do and
perform each and every act and thing which said attorneys and agents, or
any of them, deem advisable to enable Amoco Corporation to comply with the
federal or state securities laws, and any requirements or regulations in
respect thereto, as fully to all intents and purposes as he or she might
or could do in person, and the undersigned does hereby ratify and confirm
all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney on the 21st day of October, 1991.
ERROLL DAVIS
Signature
Erroll Davis
Print Name
9
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, R. D. Cadieux, L. D. Thomas and F. S. Addy, and
each of them, his or her true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to sign (i) any
and all Amoco Corporation registration statements and amendments thereto
relating to issuance, through or in connection with employee benefit
plans, of Amoco Corporation common stock and plan interests, and (ii)
annual reports of Amoco Corporation on Form 10-K, for any fiscal year, and
(iii) any and all amendments to Registration Statements Nos. 33-11635 and
33-22897 on Form S-3, and to file the same with the Securities and
Exchange Commission, with all exhibits thereto, and all other documents as
may be necessary or appropriate in connection therewith, granting unto
said attorney-in-fact and agent, full power and authority to do and
perform each and every act and thing which said attorneys and agents, or
any of them, deem advisable to enable Amoco Corporation to comply with the
federal or state securities laws, and any requirements or regulations in
respect thereto, as fully to all intents and purposes as he or she might
or could do in person, and the undersigned does hereby ratify and confirm
all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney on the 22nd day of October, 1991.
RICHARD FERRIS
Signature
Richard Ferris
Print Name
10
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, R. D. Cadieux, L. D. Thomas and F. S. Addy, and
each of them, his or her true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to sign (i) any
and all Amoco Corporation registration statements and amendments thereto
relating to issuance, through or in connection with employee benefit
plans, of Amoco Corporation common stock and plan interests, and (ii)
annual reports of Amoco Corporation on Form 10-K, for any fiscal year, and
(iii) any and all amendments to Registration Statements Nos. 33-11635 and
33-22897 on Form S-3, and to file the same with the Securities and
Exchange Commission, with all exhibits thereto, and all other documents as
may be necessary or appropriate in connection therewith, granting unto
said attorney-in-fact and agent, full power and authority to do and
perform each and every act and thing which said attorneys and agents, or
any of them, deem advisable to enable Amoco Corporation to comply with the
federal or state securities laws, and any requirements or regulations in
respect thereto, as fully to all intents and purposes as he or she might
or could do in person, and the undersigned does hereby ratify and confirm
all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney on the 25th day of October, 1991.
ROBERT H. MALOTT
Signature
Robert H. Malott
Print Name
11
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, L. D. Thomas, and F. S. Addy, and each of them, his
or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign (i) any and all Amoco
Corporation registration statements and amendments thereto relating to
issuance, through or in connection with employee benefit plans, of Amoco
Corporation common stock and plan interests, and (ii) annual reports of
Amoco Corporation on Form 10-K, for any fiscal year, and (iii) any and all
amendments to Registration Statements Nos. 33-11635 and 33-22897 on Form
S-3, and to file the same with the Securities and Exchange Commission,
with all exhibits thereto, and all other documents as may be necessary or
appropriate in connection therewith, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act
and thing which said attorneys and agents, or any of them, deem advisable
to enable Amoco Corporation to comply with the federal or state securities
laws, and any requirements or regulations in respect thereto, as fully to
all intents and purposes as he or she might or could do in person, and the
undersigned does hereby ratify and confirm all that said attorney-in-fact
and agent, or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney on the 2nd day of July, 1993.
WALTER E. MASSEY
Signature
Walter E. Massey
Print Name
12
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, R. D. Cadieux, L. D. Thomas and F. S. Addy, and
each of them, his or her true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to sign (i) any
and all Amoco Corporation registration statements and amendments thereto
relating to issuance, through or in connection with employee benefit
plans, of Amoco Corporation common stock and plan interests, and (ii)
annual reports of Amoco Corporation on Form 10-K, for any fiscal year, and
(iii) any and all amendments to Registration Statements Nos. 33-11635 and
33-22897 on Form S-3, and to file the same with the Securities and
Exchange Commission, with all exhibits thereto, and all other documents as
may be necessary or appropriate in connection therewith, granting unto
said attorney-in-fact and agent, full power and authority to do and
perform each and every act and thing which said attorneys and agents, or
any of them, deem advisable to enable Amoco Corporation to comply with the
federal or state securities laws, and any requirements or regulations in
respect thereto, as fully to all intents and purposes as he or she might
or could do in person, and the undersigned does hereby ratify and confirm
all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney on the 18th day of October, 1991.
MARTHA R. SEGER
Signature
Martha R. Seger
Print Name
13
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, L. D. Thomas, and F. S. Addy, and each of them, his
or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign (i) any and all Amoco
Corporation registration statements and amendments thereto relating to
issuance, through or in connection with employee benefit plans, of Amoco
Corporation common stock and plan interests, and (ii) annual reports of
Amoco Corporation on Form 10-K, for any fiscal year, and (iii) any and all
amendments to Registration Statements Nos. 33-11635 and 33-22897 on Form
S-3, and to file the same with the Securities and Exchange Commission,
with all exhibits thereto, and all other documents as may be necessary or
appropriate in connection therewith, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act
and thing which said attorneys and agents, or any of them, deem advisable
to enable Amoco Corporation to comply with the federal or state securities
laws, and any requirements or regulations in respect thereto, as fully to
all intents and purposes as he or she might or could do in person, and the
undersigned does hereby ratify and confirm all that said attorney-in-fact
and agent, or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney on the 23rd day of February, 1994.
MICHAEL WILSON
Signature
Michael Wilson
Print Name
14
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, R. D. Cadieux, L. D. Thomas and F. S. Addy, and
each of them, his or her true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to sign (i) any
and all Amoco Corporation registration statements and amendments thereto
relating to issuance, through or in connection with employee benefit
plans, of Amoco Corporation common stock and plan interests, and (ii)
annual reports of Amoco Corporation on Form 10-K, for any fiscal year, and
(iii) any and all amendments to Registration Statements Nos. 33-11635 and
33-22897 on Form S-3, and to file the same with the Securities and
Exchange Commission, with all exhibits thereto, and all other documents as
may be necessary or appropriate in connection therewith, granting unto
said attorney-in-fact and agent, full power and authority to do and
perform each and every act and thing which said attorneys and agents, or
any of them, deem advisable to enable Amoco Corporation to comply with the
federal or state securities laws, and any requirements or regulations in
respect thereto, as fully to all intents and purposes as he or she might
or could do in person, and the undersigned does hereby ratify and confirm
all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney on the 17th day of October, 1991.
RICHARD D. WOOD
Signature
Richard D. Wood
Print Name
15
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