EXHIBIT 24
EXXON CORPORATION
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints T. P.
Townsend, Edgar A. Robinson and W. B. Cook, and each of them, his or her true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her own name, place and stead, in
any and all capacities to sign a Registration Statement on Form S-8 to be filed
with the Securities and Exchange Commission with respect to shares of common
stock of Exxon Corporation offered and sold in connection with the Corporation's
1993 Incentive Program, 1988 Long-Term Incentive Plan, and 1983 Stock Option
Plan, as well as related interests, and to sign any and all amendments or
supplements (including post-effective amendments) to such Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact agents, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
SIGNATURE TITLE DATE
- ------------------------------------------ -------------------------------------------- -------------------
/s/ LEE R. RAYMOND Chairman of the Board February 20, 1997
......................................... (Principal Executive Officer)
LEE R. RAYMOND
/s/ MICHAEL J. BOSKIN Director February 20, 1997
.........................................
MICHAEL J. BOSKIN
/s/ D. WAYNE CALLOWAY Director February 20, 1997
.........................................
D. WAYNE CALLOWAY
/s/ JESS HAY Director February 20, 1997
.........................................
JESS HAY
/s/ JAMES R. HOUGHTON Director February 20, 1997
.........................................
JAMES R. HOUGHTON
/s/ WILLIAM R. HOWELL Director February 20, 1997
.........................................
WILLIAM R. HOWELL
/s/ PHILIP E. LIPPINCOTT Director February 20, 1997
.........................................
PHILIP E. LIPPINCOTT
/s/ HARRY J. LONGWELL Director February 20, 1997
.........................................
HARRY J. LONGWELL
/s/ MARILYN CARLSON NELSON Director February 20, 1997
.........................................
MARILYN CARLSON NELSON
/s/ JOHN H. STEELE Director February 20, 1997
.........................................
JOHN H. STEELE
/s/ ROBERT E. WILHELM Director February 20, 1997
.........................................
ROBERT E. WILHELM
/s/ EDGAR A. ROBINSON Treasurer February 20, 1997
......................................... (Principal Financial Officer)
EDGAR A. ROBINSON
/s/ W.B. COOK Controller February 20, 1997
......................................... (Principal Accounting Officer)
W.B. COOK