SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[X] Annual Report
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(Fee Required)
For the fiscal year ended June 30, 1996
OR
[ ] Transition report pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(No Fee Required)
For the transition period from
Commission File Numbers 33-21160 and 33-23639
ATLANTIC RICHFIELD CAPITAL ACCUMULATION PLAN II
(Title of the Plan)
ATLANTIC RICHFIELD COMPANY
515 South Flower Street
Los Angeles, California 90071
(Name and address of principal executive
office of the issuer of the securities)
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ATLANTIC RICHFIELD CAPITAL ACCUMULATION PLAN II
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the Plan)
have duly caused this annual report to be signed on its behalf by
the undersigned hereunto duly authorized.
ATLANTIC RICHFIELD CAPITAL
ACCUMULATION PLAN II
/s/ CYNTHIA L. BENGTSON
By ________________________________
CYNTHIA L. BENGTSON
Secretary of the Capital
Accumulation Plan II
Administrative Committee
Date: December 12, 1996
AMENDMENT NO. 1
TO
ATLANTIC RICHFIELD CAPITAL ACCUMULATION PLAN II
__________________________
Pursuant to resolutions adopted by Board of Directors on
June 27, 1994, the Atlantic Richfield Capital Accumulation Plan
II (the "Plan") is hereby amended effective as of July 1, 1994:
1. Subparagraph 1.3(b) of the Plan is amended to read as
follows:
"(b) In determining the Earnings of a Member, the rules of
414(q)(6) of the Code shall apply, except in applying
such rules, the term "family" shall include only the
spouse of the Member and any lineal descendants of the
Member who have not attained age 19 before the close of
the year. If, as a result of the application of such
rules the adjusted Annual Earnings limitation is
exceeded, then the limitation shall be prorated among
the affected individuals in proportion to each such
individual's Earnings as determined under this
paragraph prior to the application of this limitation."
2. Subparagraph 1.13(b)(vii) of the Plan is amended to
read as follows:
"(vii) Compensation, for purposes of this Paragraph 1.13
means compensation within the meaning of 415(c)(3) of
the Code without regard to 125, 402(e)(3) and
402(h)(1)(B) of the Code."
3. Paragraph 2.1 of the Plan is amended to read as follows:
"2.1 Membership
An Employee who is paid on a United States dollar
payroll of the Company may become a Member on the
earlier of (a) or (b) below:
(a) Completion of six months of Credited Company
Service,
(b) Completion of 1,000 Hours of Service during any 12-
consecutive-month period commencing on the
Employee's date of employment or any anniversary
thereof.
To become a Member, an Employee must enter into a
Salary Reduction Agreement in accordance with Section
3."
4. A new Paragraph 4.8 is added to the Plan to read as
follows:
"4.8 Exclusive Benefit
The corpus or income of the trust may not be divested
to or used for other than the exclusive benefit of the
Members and their beneficiaries and to defray
reasonable expenses of administering the Plan."
5. The second paragraph of Paragraph 5.2 is amended to read as
follows:
"All Financed Shares acquired by the Plan shall initially be
credited to a loan suspense account, and will be allocated
to the Members' Accounts only as payments on the Acquisition
Loan are made. Release from the loan suspense account for
allocation to Members' Accounts in each Plan Year shall be
based on shares of stock or other non-monetary units, rather
than by dollar amount, and shall not be less than the number
calculated as follows:"
Executed this 27th day of March, 1996.
ATTEST ATLANTIC RICHFIELD COMPANY
/s/ ARMINEH SIMONIAN /s/ JOHN H. KELLY
By:_______________________ By:__________________________
JOHN H. KELLY
Vice President
Human Resources
AMENDMENT NO. 2
TO
ATLANTIC RICHFIELD CAPITAL ACCUMULATION PLAN II
__________________________
Pursuant to resolutions adopted by Board of Directors on
March 25, 1996, the Atlantic Richfield Capital Accumulation Plan
II (the "Plan") is hereby amended effective as of August 5, 1996:
1. Paragraph 1.21 of the Plan is amended to read as follows:
"1.21 Salary Reduction Agreement means an
agreement entered into between the Member and the
Company, and by which the Member agrees to accept a
reduction in Earnings from the Company equal to any
whole (or fractions, as required by adjustments under
Paragraph 3.3) percentage, per payroll period, not to
exceed 17 percent. This agreement shall apply to each
payroll period during the period it is in effect in
which the Member receives Earnings. In consideration
of such agreement, the Company will transfer to the
Member's Elective Deferral subaccount the amount of the
Elective Deferral at the time that regular salary
payments are made to its Employees."
2. Subparagraph 1.22(a) of the Plan is amended to read as
follows:
"(a) All corporations which are members of a controlled
group of corporations within the meaning of 1563(a) of
the Code [determined without regard to 1563(a)(4) and
1563(e)(3)(C) of said Code] and of which Atlantic
Richfield Company is then a member. For purposes of
Paragraphs 1.7 and 1.14 and Subparagraphs 11.8(b)(i),
(ii) and (iii), Subsidiary or Affiliate shall include
Lyondell Petrochemical Company and its Subsidiaries or
Affiliates; and"
3. Paragraph 2.1 of the Plan is amended to read as follows:
"2.1 Membership
(a) Elective Deferrals - An Employee who is paid on
the United States dollar payroll of the Company may
become a Member and make Elective Deferrals on the
Employee's date of employment.
To become a Member, an Employee must enter into a
Salary Reduction Agreement in accordance with Section
3.
(b) Company Contributions - An Employee who is paid
on a United States dollar payroll of the Company shall
be eligible for Company contributions on the earlier of
(i) or (ii) below:
(i) Completion of six months of Credited
Company Service,
(ii) Completion of 1,000 Hours of Service
during any 12-consecutive-month period commencing
on the Employee's date of employment or any
anniversary thereof."
4. Paragraph 2.3 of the Plan is amended to read as follows:
"2.3 Transferees
If an Employee transfers to the Company from a
Subsidiary or Affiliate and the Employee was making an
Elective Deferral under a Capital Accumulation Plan as
of the date of transfer, and was eligible for a Company
contribution, the Employee shall be eligible for a
Company contribution as soon as possible following the
date of transfer."
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5. Paragraph 3.1 of the Plan is amended to read as follows:
"3.1 Members' Elections
Each Member who is an Employee may enter into a
Salary Reduction Agreement with the Company providing
for withholding of Elective Deferrals from each of the
Member's regular paychecks at a rate of one percent to
17 percent of the Member's Earnings, in whole
percentages. A Salary Reduction Agreement shall remain
in effect until changed by the Member.
A Member's election shall be made in the manner
prescribed by the Administrator. A Member may change
the Member's election with respect to the Member's rate
of future contributions at any time by giving notice in
such manner as is prescribed by the Administrator.
Such changes shall be effective as of the payroll
period beginning after the date of receipt of such
notice by the Administrator.
The Company may limit or reduce its Salary
Reduction Agreement with any Member at any time, on a
nondiscriminatory basis, to the extent necessary to
ensure compliance with the limitations of Paragraph 3.3
or 3.4."
6. Subparagraph 3.2(a) of the Plan is amended to read as
follows:
"(a) To the extent that a Member has directed pursuant
to Paragraph 6.2 that his or her Elective Deferrals be
invested in an option other than Atlantic Richfield
Common Stock, such Elective Deferrals shall be paid to
the Trustee in cash."
7. Paragraph 4.1 of the Plan is amended to read as follows:
4.1 Company Contribution
Subject to the provisions of Paragraphs 4.3 and
4.4, for each pay period, the Company shall pay to the
Trustee a contribution on behalf of each Member equal
to 160 percent of the Member's Elective Deferrals for
the pay period which do not exceed five percent of the
Member's Earnings for the pay period. This
contribution shall be made no later than 30 days
following the date on which the related Member
Deferrals are made, and except for Members who have
attained age 55, shall be made under the ESOP Part of
the Plan."
8. Section 6 of the Plan is amended to read as follows:
"SECTION 6
INVESTMENT OF MEMBERS' ACCOUNTS
6.1 Members' Accounts
The Administrator shall establish and maintain an
Account in the name of each Member. Separate records
shall be maintained with respect to the portion of a
Member's Account attributable to Elective Deferrals
under Section 3 and transferred amounts under Section
14, and earnings thereon, and the portion of a Member's
Account attributable to Company contributions under
Section 4 and earnings thereon.
6.2 Investment of Elective Deferrals, Transferred Amounts
and Certain Company Contributions
Upon receipt of a Member's Elective Deferrals,
transferred amounts under Section 14 and Company
contributions pursuant to Subparagraph 6.3(b), the
Trustee shall invest such amounts among the following
investment alternatives, in the proportion indicated by
the Member in his or her investment directions provided
to the Administrator:
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<PAGE>
(a) In Atlantic Richfield Company Common
Stock held under the ESOP Part of the Plan
(provided; however, that the Elective Deferrals of
a Member who is an officer of Atlantic Richfield
Company may not be invested in this alternative);
(b) In Atlantic Richfield Company Common
Stock held under the non-ESOP Part of the Plan;
(c) In the Money Market Fund, consisting of
specified types of fixed income investments such
as deposits in interest-bearing bank accounts,
certificates of deposit, corporate or governmental
obligations maturing in not more than five years,
financial futures contracts, deposits under a
deposit administration or similar contract issued
by an insurance company or in a commingled or
common investment account or fund established and
maintained by an investment advisor or a bank
(which bank may be the Trustee) and the assets of
which are invested primarily in debt obligations,
or in any combination thereof as Atlantic
Richfield Company or a delegate thereof may
determine;
(d) In the Equity Fund, consisting of
specified equity investments such as common or
capital stock of issuers (other than the Company,
Subsidiaries or Affiliates, or Lyondell
Petrochemical Company or any of its Subsidiaries
or Affiliates), bonds, debentures or preferred
stocks convertible into common or capital stock of
such issuers, financial futures contracts,
interests in any commingled or common equity fund
established and maintained by an investment
advisor or a bank (which bank may be the Trustee),
interests in any mutual fund or other similar
types of equity investments and cash equivalent
short-term investments maturing in less than one
year, or in any combination thereof as Atlantic
Richfield Company or a delegate thereof may
determine;
(e) In the Bond Fund, consisting of
specified types of fixed income investments, such
as public obligations of the United States or
foreign governments or their agencies, securitized
financing or corporate bonds of issuers (other
than the Company, Subsidiaries or Affiliates, or
Lyondell Petrochemical Company or any of its
Subsidiaries or Affiliates), debentures, financial
futures contracts, interests in any commingled or
common fixed income fund established and
maintained by an investment advisor or bank (which
bank may be the Trustee), interests in any mutual
fund or other similar types of fixed income
investments and cash equivalent short-term
investments, or in any combination thereof as
Atlantic Richfield Company or a delegate thereof
may determine;
(f) In the International Equity Fund
consisting of specified investments in global
issuers such as common or capital stock (other
than common or capital stock of the Company,
Subsidiaries or Affiliates, or Lyondell
Petrochemical Company or any of its Subsidiaries
or Affiliates), preferred stocks, securities
convertible into common or capital stock of such
issuers, financial futures contracts, currency
futures or options, forward currency contracts,
interests in any commingled or common equity fund
established and maintained by an investment
advisor or a bank (which bank may be the Trustee),
interests in any mutual fund or other similar
types of equity investments and cash equivalent
investments, or similar investments or in any
combination thereof as Atlantic Richfield Company
or a delegate thereof may determine; or
(g) In the Balanced Fund consisting of units
of the Equity Fund, the International Equity Fund
and the Bond Fund. The weighing of the Balanced
Fund shall be approximately 45 percent Equity
Fund, 15 percent International Equity Fund and 40
percent Bond Fund.
A Member's directions as to the initial investment
of his or her Elective Deferrals and/or Company
contributions shall be provided in such manner as is
prescribed by the Administrator. Such directions shall
remain in effect until new directions are provided to the
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Administrator by the Member. A Member may change
the direction as to the initial investment of his or
her Elective Deferrals and/or Company contributions at
any time by providing notice in such manner as may be
prescribed by the Administrator. Any change of
investment directions shall be effective with respect
to Elective Deferrals and/or Company contributions paid
to the Trustee for pay periods beginning after the
notice is received by the Administrator.
6.3 Investment of Company Contributions
(a) Except as provided in Subparagraph
6.3(b), all contributions by the Company pursuant
to Paragraph 4.1, and any amounts of interest
attributable to the proceeds of an Acquisition
Loan allocated to Members' Accounts pursuant to
Paragraph 5.2 after the Acquisition Loan has been
repaid in full, shall at all times be invested in
Atlantic Richfield Company Common Stock under the
ESOP Part of the Plan. Contributions under
Paragraph 4.1 made in cash shall be applied to
purchase shares of Atlantic Richfield Company
Common Stock or to make payments on an Acquisition
Loan within a reasonable time after being paid to
the Trustee or after being allocated to Members'
Accounts.
(b) A Member who has attained age 55 may
invest Company contributions in any of the
investment options set forth in Paragraph 6.2.
6.4 Funds Invested in the Money Market Fund
(a) There shall be invested in the Money Market
Fund:
(i) Amounts which a Member elects
to have so invested under Subparagraph
6.2(c); and
(ii) On an interim basis, amounts
being accumulated in a Member's Account for
investment under Subparagraphs 6.2(a), (b),
(d), (e), (f) and (g).
(b) Subject to the requirement of
Subparagraph 6.5(c), a Member may direct, once
during each 15-calendar-day period, that funds
invested in the Money Market Fund under
Subparagraph 6.2(c) be invested in any of the
other permitted alternatives; provided, that (i)
only one direction whether made solely under this
subparagraph, or in combination with a direction
under Paragraph 6.5, may be made during a 15-
calendar-day period; (ii) officers of Atlantic
Richfield Company may not direct such funds to be
invested in the ESOP Part of the Plan under
Subparagraph 6.2(a); and (iii) a direction under
this subparagraph may not be made earlier than
seven days following (A) the date of receipt by
the Administrator of a Member's application to
make a withdrawal under Section 7, (B) the date a
loan application is made under Section 13, or (C)
the date a loan repayment is made under
Subparagraph 13.8(c)(i).
(c) Interest shall be allocated on a monthly
basis to funds held for a Member in the Money
Market Fund as of the last day of a calendar
month. However, such allocation shall not be made
with respect to funds resulting from a conversion
to cash of Atlantic Richfield Company Common
Stock, Equity Fund, Bond Fund, International
Equity Fund or Balanced Fund units which occurred
in the calendar month in which allocation of
interest is made.
6.5 Sale and Reinvestment of Common Stock, Equity Fund
Units, Bond Fund Units, International Equity Fund Units
or Balanced Fund Units
(a) A Member may direct that shares of
Atlantic Richfield Company Common Stock, other
than shares purchased with Company contributions
made after July 1, 1988, units of the Equity Fund,
Bond Fund, International Equity Fund and/or
Balanced Fund held in the Member's Account be
converted to cash and the proceeds thereof,
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less any applicable expenses of sale, be invested in
a different option described in Paragraph 6.2;
provided, that (i) only one direction, whether
made solely under this subparagraph, or in
combination with a direction under Paragraph 6.4,
may be made during a 15-calendar-day period; (ii)
a direction under this subparagraph may not be
made earlier than seven calendar days following
(A) the date of receipt by the Administrator of a
Member's application to make a withdrawal under
Section 7, (B) the date a loan application is made
under Section 13, or (C) the date a loan repayment
is made under Subparagraph 13.8(c)(i); (iii) a
Member who has attained age 55 as of the date of
the direction to convert may, subject to the
restrictions described in this paragraph, direct
that shares of Common Stock (including Common
Stock of a Subsidiary or Affiliate or Lyondell
Petrochemical Company attributable to
contributions of such companies) held in the
Member's Account which are attributable to Company
contributions be sold and the proceeds reinvested
in one or more of the other options described in
Paragraph 6.2, and (iv) officers of Atlantic
Richfield Company may not direct the proceeds of a
conversion to be invested in the ESOP Part of the
Plan described in Subparagraph 6.2(a).
(b) The conversion of shares of Atlantic
Richfield Company Common Stock to shares of such
stock held in the ESOP Part of the Plan described
in Subparagraph 6.2(a), and the conversion of
shares of Atlantic Richfield Company Common Stock
held in the ESOP Part of the Plan to the shares
held under Subparagraph 6.2(b) of the Plan, shall
be accomplished by a recharacterization of the
shares, pursuant to procedures established by the
Administrator; provided, that only one direction,
whether made solely under this subparagraph or in
combination with a direction under Paragraph 6.4,
may be made during a 15-calendar-day period.
(c) Proceeds of the conversion of shares of
Atlantic Richfield Company Common Stock to cash
may not be reinvested in Atlantic Richfield
Company Common Stock until 15 calendar days after
the date of such conversion. Proceeds of the
conversion of units of the Equity Fund, Bond Fund,
International Equity Fund or Balanced Fund to cash
may not be reinvested in the Equity Fund, Bond
Fund, International Equity Fund or Balanced Fund,
as the case may be, until 15 calendar days after
the date of such conversion.
6.6 Directives
All elections and directions by Members concerning
the investment of their Accounts shall be made in the
manner prescribed by the Administrator, shall be
irrevocable and shall become effective upon receipt by
the Administrator.
6.7 Purchases and Sales of Atlantic Richfield Company
Common Stock
Effective December 1, 1995, purchases and sales of
Common Stock of Atlantic Richfield Company shall be
handled in accordance with the following rules and such
additional procedures, consistent with such rules,
which the Administrator may establish from time to
time:
(a) Purchases and sales of Common Stock of
Atlantic Richfield Company pursuant to a Member's
directive under Paragraph 6.4 or 6.5, or to
accommodate a distribution or withdrawal pursuant
to Section 7 or 8, shall be made in the open-
market as follows:
(i) Each Wednesday and Friday the
Administrator shall execute an open-market
transaction, at a time determined at the
discretion of the Administrator, covering all
participant directives received by the
Administrator by such time as determined by
the Administrator, and communicated to
Members, on the preceding Company business
day, except that if a Wednesday or Friday is
a Company holiday or a day on which trading
on the New York Stock Exchange is closed, the
transaction will
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occur on the next day (a Wednesday or Friday)
on which the Plan executes a transaction in the
open-market.
(ii) If an unforeseeable
administrative difficulty prevents the
execution of the open-market transaction
otherwise scheduled for a Wednesday or
Friday, such transaction will be executed on
the first business day thereafter which does
not fall within one of the two exceptions in
Subparagraph 6.7(a)(i).
(iii) The Administrator may, in
its discretion, match the purchase and sale
orders scheduled for an open-market
transaction and transact the net purchase or
sale, whichever the case may be. The
Administrator may also agree with the
Administrator of one or more other individual
account plans (as described in 3(34) of
ERISA, and which is maintained by the Company
or its Subsidiaries or Affiliates, and
provides for the same purchases and sales
pursuant to participant directives described
in Paragraphs 6.4 and 6.5) to combine and
match orders from all of the plans and
execute a "net" transaction, as described
above. The price per share allocated to each
purchase or sale order shall be the price
transacted for the "net" shares on the open-
market transaction date otherwise scheduled
for the orders under Subparagraph 6.7(a)(i).
The price transacted for a "net" transaction
shall be the price obtained on the open-
market in the case of a single transaction,
and the weighted average of the prices
obtained on the open-market in the case of
multiple transactions.
(iv) Brokerage commissions,
transfer fees and other expenses actually
incurred in any such sale or purchase shall
be equitably allocated and added to the cost
or subtracted from the proceeds of all
purchases or sales, as the case may be,
effected on a pricing day, whether pursuant
to the netting process described in
Subparagraph 6.7(a)(iii), or pursuant to
actual separate transactions per Member
order.
(b) Purchases of Common Stock of Atlantic
Richfield Company with Member's Elective Deferrals
or Company contributions under Sections 3 and 4:
(i) Purchases shall normally be
made either in the open-market or from
Atlantic Richfield Company, at prices to the
Plan not in excess of the fair market value
of such Atlantic Richfield Company Common
Stock on the date of purchase thereof, as
determined by the Trustee.
(ii) Allocations to Members' Accounts
will be made in full and fractional shares.
(iii) The Trustee may limit the
daily volume of purchases to the extent it
believes such action to be in the best
interests of the Members. When Atlantic
Richfield Company Common Stock is purchased,
the cost charged to the Accounts of Members
affected by such purchase shall be determined
on an equitable basis in accordance with
rules to be adopted by the Administrator and
incorporating the following principles:
(A) The cost charged to
each affected Member's Account shall be
based on the average cost per share of
all Atlantic Richfield Company Common
Stock purchased during whatever period
may be established by the Administrator.
(B) Brokerage commissions, transfer fees and
other expenses actually incurred in any
such purchase shall be added to the cost
of any such purchase.
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(c) A Member may direct the Administrator to
use any available cash or funds held for the
Member under Subparagraph 6.2(c) to exercise any
options, rights or warrants issued with respect to
Atlantic Richfield Company Common Stock in the
Member's Account. In the absence of such
direction, or if there are no available funds, any
such option, right or warrant having a market
value shall be sold for the Member's Account.
6.8 Voting of Atlantic Richfield Company Common Stock
(a) The Trustee shall vote whole shares of
Atlantic Richfield Company Common Stock credited
to each Member's Account in accordance with such
Members' written instructions. Fractional shares
of Atlantic Richfield Company Common Stock shall
be aggregated into whole shares of stock and voted
by the Trustee, to the nearest whole vote, in the
same proportion as shares are to be voted by the
Trustee pursuant to Members' written instructions.
In the absence of voting instructions by one or
more Members, the Trustee shall vote uninstructed
shares, to the nearest whole vote, in the same
proportion as shares are to be voted by the
Trustee pursuant to Members' written instructions.
The Trustee shall vote unallocated shares, to the
nearest whole vote, in the same proportion as
allocated shares are to be voted by the Trustee
pursuant to Members' written instructions.
(b) The Trustee shall exercise rights other
than voting rights attributable to whole shares of
Atlantic Richfield Company Common Stock credited
to each Member's Account in accordance with such
Members' written instructions. Rights
attributable to fractional shares of Atlantic
Richfield Company Common Stock (which for this
purpose shall be aggregated into whole shares of
stock) shall be exercised by the Trustee in the
same proportion as rights which are exercised by
the Trustee pursuant to Members' written
instructions. In the absence of instructions by
one or more Members, the Trustee shall exercise
uninstructed rights in the same proportion as
rights which are to be exercised by the Trustee
pursuant to Members' written instructions. The
Trustee shall exercise rights attributable to
unallocated shares in the same proportion as
rights attributable to allocated shares which are
to be exercised by the Trustee pursuant to
Members' written instructions.
(c) The Trustee shall notify the Members of
each occasion for the exercise of voting rights
and rights other than voting rights within a
reasonable time before such rights are to be
exercised. This notification shall include all
the information that the Company distributes to
shareholders regarding the exercise of such
rights.
6.9 Title of Investments
All investments will be held in the name of the Trustee
or its nominees.
6.10 Allocation of Trust Earnings and Valuation of Trust
Investments
(a) Any cash dividends declared on Atlantic
Richfield Company Common Stock held in a Member's
Account under the ESOP Part of the Plan as of the
record date for the dividend shall be paid in cash
to the Member (or, in the event of death, to the
Member's beneficiary) on, or as soon as possible
following, the payment date for the dividend.
(b) Any cash dividends declared on Atlantic
Richfield Company Common Stock held in a loan
suspense account as of the record date for the
dividend shall be used to make payments on the
Acquisition Loan used to acquire the shares of
stock held in such account.
(c) Except as provided in Subparagraphs
6.10(a) and (b), all dividends or other
distributions attributable to shares of Atlantic
Richfield Company Common Stock
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shall be allocated to the Account of the Member
whose Account is credited with such shares.
(d) On the last day of each month, all
income attributable to the Money Market Fund shall
be allocated to the Member's Account in the ratio
that each Member's Money Market Fund Account
balance bears to such account balance of all such
Members. For the purpose of determining such
allocation, the Money Market Fund shall be valued
at fair market value.
6.11 Purchase and Redemption of the Equity Fund, Bond
Fund, International Equity Fund and Balanced Fund Units
Effective December 1, 1995, purchase and
redemption of the Equity Fund, Bond Fund, International
Equity Fund and Balanced Fund units shall be handled in
accordance with the following rules and such additional
procedures, consistent with such rules, as the
Administrator may establish from time to time:
(a) Units of the Equity Fund, Bond Fund,
International Equity Fund and Balanced Fund shall
be purchased or redeemed, pursuant to Member
directions under Paragraph 6.5, on each Wednesday
and Friday, covering all Member directives
received by the Administrator by such time as
determined by the Administrator, and communicated
to Members, on the preceding Company business day,
except that if a Wednesday or Friday is a Company
holiday or a day on which trading on the New York
Stock Exchange is closed, the purchase or
redemption will be executed on the next day (a
Wednesday or Friday) on which the Plan executes a
transaction under this Subparagraph 6.11(a).
(b) If an unforeseeable administrative
difficulty prevents the execution of a transaction
under Subparagraph 6.11(a), otherwise scheduled on
a Wednesday or Friday, such transaction will be
executed on the first business day thereafter
which does not fall within one of the two
exceptions in Subparagraph 6.11(a).
(c) The Administrator may, in its
discretion, combine the purchase and redemption
orders scheduled for a Wednesday or Friday and
transact the net purchase or sale orders,
whichever the case may be. The Administrator may
also agree with the Administrator of one or more
individual account plans [as described in 3(34)
of ERISA, and which is maintained by the Company
or its Subsidiaries or Affiliates, and provides
for the same purchase and redemption procedure
described in Subparagraph 6.11(a)], to combine
orders from all of the plans and execute a "net"
transaction.
(d) When units of the Equity Fund, Bond
Fund, International Equity Fund and Balanced Fund
are purchased or redeemed, the cost or net
proceeds charged or credited to the Accounts of
Members affected by such purchase or redemption
shall be determined on an equitable basis in
accordance with rules to be adopted by the
Administrator, which are consistent with the rules
described in this section, and incorporate the
following principles:
(i) The net proceeds of any such
redemption of fund units in a Member's
Account shall be credited to such Member's
Account.
(ii) The cost of any such purchase
of fund units for a Member's Account shall be
charged to such Member's Account.
(iii) The net proceeds and cost
of fund units shall be based on the net asset
value of such units determined on the
valuation date next following the date the
purchase or redemption order is received by
the Administrator. The valuation date shall
be determined by the Administrator and shall
occur on at
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least a weekly basis. The net
asset value of fund units will be calculated
by dividing the difference between the value
of the fund assets and fund liabilities by
the number of units outstanding with respect
to each fund.
(iv) Brokerage commissions,
transfer fees and other expenses actually
incurred in any such purchase or redemption
shall be added to the cost or subtracted from
the gross proceeds, of any such purchase or
redemption, respectively.
(e) Income earned by the Equity Fund, Bond
Fund and International Equity Fund shall
automatically be reinvested in the Equity Fund,
Bond Fund and International Equity Fund, as the
case may be. Income, gains and losses shall be
reflected in the net asset value of the units of
the Equity Fund, Bond Fund and International
Equity Fund.
6.12 Voting of the Money Market Fund, Equity Fund, Bond
Fund and International Equity Fund Investments
The Trustee, in accordance with the Trust
Agreement, shall exercise all voting and other rights
associated with any investments held in the Money
Market Fund, Equity Fund, Bond Fund and International
Equity Fund.
6.13 Investment Advisory Fees
The investment advisory fees, if any, incurred for
management of the Money Market Fund, Equity Fund, Bond
Fund, International Equity Fund and Balanced Fund are
charged to each respective fund.
6.14 Member Protection
No shares of Atlantic Richfield Company Common
Stock held by the ESOP Part of the Plan may be subject
to a put, call or other option, or buy/sell or similar
arrangement. The provisions of this Paragraph 6.14
shall continue to be applicable to the shares of
Atlantic Richfield Company Common Stock held by the
ESOP Part of the Plan even if such part ceases to be an
Employee Stock Ownership Plan under 4945(e)(7) of the
Code.
6.15 Confidentiality
The Capital Accumulation Plan Administrative
Committee shall be responsible for ensuring the
adequacy of procedures established by the Administrator
to safeguard the confidentiality of information
relating to the purchasing, holding and selling of
Atlantic Richfield Company Common Stock and any voting,
tender or similar rights relating to such stock."
9. Subparagraph 13.3(f) of the Plan is amended to read as
follows:
"(f) The value of Common Stock, the Equity Fund, the
International Equity Fund, the Bond Fund and the
Balanced Fund for purposes of Subparagraph 13.3(a),
will be determined on the sale date, pursuant to
Paragraph 6.7 or 6.11, immediately preceding the date
the loan application is received by the Administrator."
10. Paragraph 13.4 of the Plan is amended to read as
follows:
"13.4 Frequency
(a) A Member may have such number of loans
outstanding at any time as shall be determined by
the Administrator.
(b) A loan application may be submitted only
once during any 15-day period and a loan
application may not be submitted earlier than
seven days following receipt by the
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Administrator of a Member's application to make a
purchase or sale under Paragraph 6.5 or a hardship
withdrawal under Section 7.
(c) A loan application may not be submitted
earlier than 15 days following repayment of a
previous loan under this Plan or any other
Atlantic Richfield Capital Accumulation or Savings
Plans.
(d) Unless determined otherwise by the
Administrator, if the Member is also a member of
one of the savings plans maintained by Atlantic
Richfield Company at the time of the application
for the loan, the loan is permitted only if the
Member has, at such time, an outstanding loan
under one of the savings plans, or there are
insufficient assets to fund the loan in such
savings plan."
11. Subparagraph 13.7(b) of the Plan is amended to read as
follows:
"(b) The value of Common Stock, the Equity Fund, the
International Equity Fund, the Bond Fund and the
Balanced Fund sold to provide the loan proceeds shall
be determined on the sale date, pursuant to Paragraph
6.7 or 6.11, immediately following the date the loan
application is received by the Administrator."
Executed this 24th day of July, 1996.
ATTEST ATLANTIC RICHFIELD COMPANY
/s/ ARMINEH SIMONIAN /s/ JOHN H. KELLY
By:_______________________ By:___________________________
JOHN H. KELLY
Vice President
Human Resources
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the following
registration statements of the Atlantic Richfield Capital
Accumulation Plan III, Post-Effective Amendment No. 4 to
Registration Statement on Form S-8 (No. 33-21553) and Post-
Effective Amendment No. 4 to Registration Statement on Form S-8
(No. 33-23640) of our report dated December 9, 1996, on our
audits of the statements of net assets available for benefits of
the Atlantic Richfield Capital Accumulation Plan III as of June
30, 1996 and 1995, the related statement of changes in net assets
available for benefits for the year ended June 30, 1996 and the
supplemental schedules as of and for the year ended June 30,
1996, which report is included in this Annual Report on Form 11-K.
COOPERS & LYBRAND L.L.P.
Los Angeles, California
December 12, 1996
