<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 12, 1997.
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
ATLANTIC RICHFIELD COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 23-0371610
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
515 SOUTH FLOWER STREET, LOS ANGELES, CALIFORNIA 90071
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
ATLANTIC RICHFIELD CAPITAL ACCUMULATION PLAN II
ATLANTIC RICHFIELD CAPITAL ACCUMULATION PLAN III
ATLANTIC RICHFIELD SAVINGS PLAN II
ATLANTIC RICHFIELD SAVINGS PLAN III
(FULL TITLE OF THE PLANS)
BRUCE G. WHITMORE, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
ATLANTIC RICHFIELD COMPANY
515 SOUTH FLOWER STREET, LOS ANGELES, CALIFORNIA 90071
(213) 486-1774
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copy to
DIANE A. WARD, ESQ.
SENIOR COUNSEL -- SECURITIES & FINANCE
ATLANTIC RICHFIELD COMPANY
515 SOUTH FLOWER STREET, LOS ANGELES, CALIFORNIA 90071
(213) 486-2808
------------------------
CALCULATION OF REGISTRATION FEE
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=================================================================================================
PROPOSED
PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE FEE
- -------------------------------------------------------------------------------------------------
Shares of Common Stock, par
value $2.50 per share, which
may be purchased or
distributed pursuant to the
Atlantic Richfield Capital
Accumulation Plan II, Atlantic
Richfield Capital Accumulation
Plan III, Atlantic Richfield
Savings Plan II and Atlantic
Richfield Savings Plan III.... 3,000,000(1) $144.8125(2) $434,437,500(2) $131,648
=================================================================================================
</TABLE>
(1) This registration statement also relates to such indeterminate number of
additional shares as may be offered as a result of a stock split or similar
transaction. In addition, pursuant to Rule 416(c) under the Securities Act
of 1933, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plans.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), based on the average of the high and low prices per
share of the Registrant's Common Stock on May 7, 1997, as reported on the
New York Stock Exchange Composite Tape.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
REGISTRATION OF ADDITIONAL SHARES.
Pursuant to General Instruction E to Form S-8, this Registration Statement
is filed for the purpose of registering 3,000,000 additional shares of common
stock, par value $2.50 per share ("Common Stock"), of Atlantic Richfield Company
(the "Company"), a Delaware corporation, authorized for issuance under the terms
of each of the Atlantic Richfield Capital Accumulation Plan II (the "CAP Plan
II"), the Atlantic Richfield Capital Accumulation Plan III (the "CAP Plan III"),
the Atlantic Richfield Savings Plan II (the "Savings Plan II") and the Atlantic
Richfield Savings Plan III (the "Savings Plan III").
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Pursuant to General Instruction E to Form S-8, the contents of the
following Registration Statements filed with the Securities and Exchange
Commission (the "Commission") on November 7, 1990, are hereby incorporated by
reference:
(1) CAP Plan II Post-Effective Amendment No. 4 to Registration Statement on
Form S-8, Registration No. 33-21160 and Post-Effective Amendment No. 4
to Registration Statement on Form S-8, Registration No. 33-23639.
(2) CAP Plan III Post-Effective Amendment No. 4 to Registration Statement
on Form S-8, Registration No. 33-21553 and Post-Effective Amendment No.
4 to Registration Statement on Form S-8, Registration No. 33-23640.
(3) Savings Plan II Post-Effective Amendment No. 4 to Registration
Statement on Form S-8, Registration No. 33-21162.
(4) Savings Plan III Post-Effective Amendment No. 4 to Registration
Statement on Form S-8, Registration No. 33-21552.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Diane A. Ward, Esq., Senior Counsel -- Securities & Finance of the Company,
515 South Flower Street, Los Angeles, California 90071, has rendered an opinion
with respect to the shares of Common Stock offered pursuant to this Registration
Statement. As of May 7, 1997, she owned directly options to purchase 997 shares
of such stock and owned indirectly approximately 904 shares of Common Stock
under the Company's benefit plans.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to Section 145 of the General Corporation Law of the
State of Delaware as set forth below.
Section 145 of the General Corporation Law of the State of Delaware
provides:
(a) A corporation shall have the power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or
1
<PAGE> 3
proceeding, had no reasonable cause to believe his conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had reasonable cause to believe that
his conduct was unlawful.
(b) A corporation shall have the power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation
to procure a judgment in its favor by reason of the fact that he is or was
a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation
and except that no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.
(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (a) and (b), or
in defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) (unless ordered
by a court) shall be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has
met the applicable standard of conduct set forth in subsections (a) and
(b). Such determination shall be made (1) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even
though less than a quorum, or (2) if there are no such directors, or if
such directors so direct, by independent legal counsel in a written
opinion, or (3) by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative, or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the corporation as authorized in this Section. Such expenses
(including attorneys' fees) incurred by other employees and agents may be
so paid upon such terms and conditions, if any, as the board of directors
deems appropriate.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking indemnification
or advancement of expenses may be entitled under any by-law, agreement,
vote of stockholders or disinterested directors or otherwise, both as to
action in his official capacity and as to action in another capacity while
holding such office.
(g) A corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
2
<PAGE> 4
corporation, partnership, joint venture, trust or other enterprise against
any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability
under the provisions of this section.
(h) For purposes of this Section, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers,
and employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position under
the provisions of this Section with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation
if its separate existence had continued.
(i) For purposes of this Section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include
any excise taxes assessed on a person with respect to any employee benefit
plan; and references to "serving at the request of the corporation" shall
include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such
director, officer, employee, or agent with respect to an employee benefit
plan, its participants, or beneficiaries; and a person who acted in good
faith and in a manner he reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner "not opposed to the best interests of the
corporation" as referred to in this Section.
(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
(k) The Court of Chancery is hereby vested with exclusive jurisdiction
to hear and determine all actions for advancement of expenses or
indemnification brought under this section or under any bylaw, agreement,
vote of stockholders or disinterested directors, or otherwise. The Court of
Chancery may summarily determine a corporation's obligation to advance
expenses (including attorneys' fees).
The Company currently carries Directors' and Officers' Liability Insurance
with a limit of $205 million to the extent authorized by the By-Laws of the
Company and the laws of the State of Delaware.
ITEM 8. EXHIBITS.
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3.1 Restated Certificate of Incorporation of the Company as of June 27, 1994,
filed with the Commission as Exhibit 3 to the Company's report on Form 10-Q
for the quarterly period ended June 30, 1994, under File No. 1-1196 and
incorporated herein by reference.
3.2 By-Laws of the Company as amended through January 23, 1989, filed with the
Commission as Exhibit 3.2 to the Company's report on Form 10-K for the year
1993, under File No. 1-1196 and incorporated herein by reference.
4.1 Rights Agreement dated as of July 24, 1995 between the Company and First
Chicago Trust Company of New York, as Rights Agent, filed with the Commission
as Exhibit 4 to the Company's report on Form 10-Q for the quarterly period
ended June 30, 1995, under File No. 1-1196 and incorporated herein by
reference.
</TABLE>
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4.2(a) Amendment and restatement of the CAP Plan II, effective July 1, 1994, filed
with the Commission on December 19, 1994, as Exhibit 10 to the CAP Plan II's
Annual Report on Form 11-K for the fiscal year ended June 30, 1994, under
File Nos. 33-21160 and 33-23639 and incorporated herein by reference.
4.2(b) Amendment and restatement of the CAP Plan III, effective July 1, 1994, filed
with the Commission on December 19, 1994, as Exhibit 10 to the CAP Plan III's
Annual Report on Form 11-K for the fiscal year ended June 30, 1994, under
File Nos. 33-21553 and 33-23640 and incorporated herein by reference.
4.2(c) Amendment and restatement of the Savings Plan II, effective July 1, 1994,
filed with the Commission on December 19, 1994, as Exhibit 10 to the Savings
Plan II's Annual Report on Form 11-K for the fiscal year ended June 30, 1994,
under File No. 33-21162 and incorporated herein by reference.
4.2(d) Amendment and restatement of the Savings Plan III, effective July 1, 1994,
filed with the Commission on December 19, 1994, as Exhibit 10 to the Savings
Plan III's Annual Report on Form 11-K for the fiscal year ended June 30,
1994, under File No. 33-21552 and incorporated herein by reference.
4.3(a) Amendment No. 1 to the amended and restated CAP Plan II, effective July 1,
1994, filed with the Commission on December 16, 1996, as Exhibit 10.1 to the
CAP Plan II's Annual Report on Form 11-K for the fiscal year ended June 30,
1996, under File Nos. 33-21160 and 33-23639 and incorporated herein by
reference.
4.3(b) Amendment No. 1 to the amended and restated CAP Plan III, effective July 1,
1994, filed with the Commission on December 16, 1996, as Exhibit 10.1 to the
CAP Plan III's Annual Report on Form 11-K for the fiscal year ended June 30,
1996, under File Nos. 33-21553 and 33-23640 and incorporated herein by
reference.
4.3(c) Amendment No. 1 to the amended and restated Savings Plan II, effective July
1, 1994, filed with the Commission on December 16, 1996, as Exhibit 10.1 to
the Savings Plan II's Annual Report on Form 11-K for the fiscal year ended
June 30, 1996, under File No. 33-21162 and incorporated herein by reference.
4.3(d) Amendment No. 1 to the amended and restated Savings Plan III, effective July
1, 1994, filed with the Commission on December 16, 1996, as Exhibit 10.1 to
the Savings Plan III's Annual Report on Form 11-K for the fiscal year ended
June 30, 1996, under File No. 33-21552 and incorporated herein by reference.
4.4(a) Amendment No. 2 to the amended and restated CAP Plan II, effective August 5,
1996, filed with the Commission on December 16, 1996, as Exhibit 10.2 to the
CAP Plan II's Annual Report on Form 11-K for the fiscal year ended June 30,
1996, under File Nos. 33-21160 and 33-23639 and incorporated herein by
reference.
4.4(b) Amendment No. 2 to the amended and restated CAP Plan III, effective August 5,
1996, filed with the Commission on December 16, 1996, as Exhibit 10.2 to the
CAP Plan III's Annual Report on Form 11-K for the fiscal year ended June 30,
1996, under File Nos. 33-21553 and 33-23640 and incorporated herein by
reference.
4.4(c) Amendment No. 2 to the amended and restated Savings Plan II, effective August
5, 1996, filed with the Commission on December 16, 1996, as Exhibit 10.2 to
the Savings Plan II's Annual Report on Form 11-K for the fiscal year ended
June 30, 1996, under File No. 33-21162 and incorporated herein by reference.
4.4(d) Amendment No. 2 to the amended and restated Savings Plan III, effective
August 5, 1996, filed with the Commission on December 16, 1996, as Exhibit
10.2 to the Savings Plan III's Annual Report on Form 11-K for the fiscal year
ended June 30, 1996, under File No. 33-21552 and incorporated herein by
reference.
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<TABLE>
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4.5(a) CAP Plan II Trust Agreement between the Company and State Street Bank and
Trust Company, as Trustee for the CAP Plan II (the "Trustee"), effective July
1, 1988, filed as an exhibit to this registration statement.
4.5(b) CAP Plan III Trust Agreement between the Company and the Trustee for the CAP
Plan III, effective July 1, 1988, filed as an exhibit to this registration
statement.
4.5(c) Savings Plan II Trust Agreement between the Company and the Trustee for the
Savings Plan II, effective July 1, 1988, filed as an exhibit to this
registration statement.
4.5(d) Savings Plan III Trust Agreement between the Company and the Trustee for the
Savings Plan III, effective July 1, 1988, filed as an exhibit to this
registration statement.
4.6(a) Amendment No. 1 to the CAP Plan II Trust Agreement between the Company and
the Trustee for the CAP Plan II, effective August 5, 1996, filed as an
exhibit to this registration statement.
4.6(b) Amendment No. 1 to the CAP Plan II between the Company and the Trustee for
the CAP Plan III, effective August 5, 1996, filed as an exhibit to this
registration statement.
4.6(c) Amendment No. 1 to the Savings Plan II between the Company and the Trustee
for the Savings Plan II, effective August 5, 1996, filed as an exhibit to
this registration statement.
4.6(d) Amendment No. 1 to the Savings Plan III between the Company and the Trustee
for the Savings Plan III, effective August 5, 1996, filed as an exhibit to
this registration statement.
5.1 Opinion of Diane A. Ward, Esq., dated May 7, 1997, as to the validity of the
shares of Common Stock of the Registrant being registered.
5.2 The Registrant hereby undertakes to submit to the Internal Revenue Service
("IRS") any amendments to any of the plans in a timely manner and will make
all changes required by the IRS in order to qualify the plans.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Diane A. Ward, Esq. (included in Exhibit 5.1).
24 Power of Attorney.
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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 Los Angeles, State of California, on May 9, 1997.
ATLANTIC RICHFIELD COMPANY
By: /s/ ALLAN L. COMSTOCK
------------------------------------
Allan L. Comstock
Vice President and Controller
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ ------------------------------ -----------------
<S> <C> <C>
*MIKE R. BOWLIN Chairman of the Board
- ------------------------------------------ Chief Executive Officer
Mike R. Bowlin and President
Principal executive officer
*ANTHONY G. FERNANDES Executive Vice President
- ------------------------------------------
Anthony G. Fernandes
*MARIE L. KNOWLES Executive Vice President
- ------------------------------------------ and Chief Financial
Marie L. Knowles Officer
Principal financial officer
*WILLIAM E. WADE JR. Executive Vice President
- ------------------------------------------
William E. Wade, Jr.
*FRANK D. BOREN Director
- ------------------------------------------
Frank D. Boren
*LODWRICK M. COOK Director May 9, 1997
- ------------------------------------------
Lodwrick M. Cook
*RICHARD H. DEIHL Director
- ------------------------------------------
Richard H. Deihl
*JOHN GAVIN Director
- ------------------------------------------
John Gavin
*HANNA H. GRAY Director
- ------------------------------------------
Hanna H. Gray
*PHILIP M. HAWLEY Director
- ------------------------------------------
Philip M. Hawley
*KENT KRESA Director
- ------------------------------------------
Kent Kresa
</TABLE>
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ ------------------------------ -----------------
<S> <C> <C>
*DAVID T. MCLAUGHLIN Director
- ------------------------------------------
David T. McLaughlin
*JOHN B. SLAUGHTER Director
- ------------------------------------------
John B. Slaughter
*HENRY WENDT Director May 9, 1997
- ------------------------------------------
Henry Wendt
/s/ ALLAN L. COMSTOCK Vice President and
- ------------------------------------------ Controller
Allan L. Comstock
Principal accounting officer
</TABLE>
*By: ALLAN L. COMSTOCK
---------------------------------
Allan L. Comstock
(Attorney-in-Fact)
7
<PAGE> 9
PLAN SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
Atlantic Richfield Capital Accumulation Plan II, the Atlantic Richfield Capital
Accumulation Plan III, the Atlantic Richfield Savings Plan II and the Atlantic
Richfield Savings Plan III has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Los Angeles, State of California, on May 9, 1997.
ATLANTIC RICHFIELD CAPITAL ACCUMULATION PLAN II
By: /s/ JOHN H. KELLY
---------------------------------------------
John H. Kelly
Chairperson of the Capital Accumulation
Plan II Administrative Committee
ATLANTIC RICHFIELD CAPITAL ACCUMULATION PLAN III
By: /s/ JOHN H. KELLY
---------------------------------------------
John H. Kelly
Chairperson of the Capital Accumulation
Plan III Administrative Committee
ATLANTIC RICHFIELD SAVINGS PLAN II
By: /s/ JOHN H. KELLY
---------------------------------------------
John H. Kelly
Chairperson of the Savings Plan II
Administrative Committee
ATLANTIC RICHFIELD SAVINGS PLAN III
By: /s/ JOHN H. KELLY
---------------------------------------------
John H. Kelly
Chairperson of the Savings Plan III
Administrative Committee
8
<PAGE> 10
INDEX TO EXHIBITS
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<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGE
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3.1 Restated Certificate of Incorporation of the Company as of June 27,
1994, filed with the Commission as Exhibit 3 to the Company's
report on Form 10-Q for the quarterly period ended June 30, 1994,
under File No. 1-1196 and incorporated herein by reference.........
3.2 By-Laws of the Company as amended through January 23, 1989, filed
with the Commission as Exhibit 3.2 to the Company's report on Form
10-K for the year 1993, under File No. 1-1196 and incorporated
herein by reference................................................
4.1 Rights Agreement dated as of July 24, 1995 between the Company and
First Chicago Trust Company of New York, as Rights Agent, filed
with the Commission as Exhibit 4 to the Company's report on Form
10-Q for the quarterly period ended June 30, 1995, under File No.
1-1196 and incorporated herein by reference........................
4.2(a) Amendment and restatement of the CAP Plan II, effective July 1,
1994, filed with the Commission on December 19, 1994, as Exhibit 10
to the CAP Plan II's Annual Report on Form 11-K for the fiscal year
ended June 30, 1994, under File Nos. 33-21160 and 33-23639 and
incorporated herein by reference...................................
4.2(b) Amendment and restatement of the CAP Plan III, effective July 1,
1994, filed with the Commission on December 19, 1994, as Exhibit 10
to the CAP Plan III's Annual Report on Form 11-K for the fiscal
year ended June 30, 1994, under File Nos. 33-21553 and 33-23640 and
incorporated herein by reference...................................
4.2(c) Amendment and restatement of the Savings Plan II, effective July 1,
1994, filed with the Commission on December 19, 1994, as Exhibit 10
to the Savings Plan II's Annual Report on Form 11-K for the fiscal
year ended June 30, 1994, under File No. 33-21162 and incorporated
herein by reference................................................
4.2(d) Amendment and restatement of the Savings Plan III, effective July
1, 1994, filed with the Commission on December 19, 1994, as Exhibit
10 to the Savings Plan III's Annual Report on Form 11-K for the
fiscal year ended June 30, 1994, under File No. 33-21552 and
incorporated herein by reference...................................
4.3(a) Amendment No. 1 to the amended and restated CAP Plan II, effective
July 1, 1994, filed with the Commission on December 16, 1996, as
Exhibit 10.1 to the CAP Plan II's Annual Report on Form 11-K for
the fiscal year ended June 30, 1996, under File Nos. 33-21160 and
33-23639 and incorporated herein by reference......................
4.3(b) Amendment No. 1 to the amended and restated CAP Plan III, effective
July 1, 1994, filed with the Commission on December 16, 1996, as
Exhibit 10.1 to the CAP Plan III's Annual Report on Form 11-K for
the fiscal year ended June 30, 1996, under File Nos. 33-21553 and
33-23640 and incorporated herein by reference......................
</TABLE>
<PAGE> 11
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGE
------- ------------------------------------------------------------------- -----------
<C> <S> <C>
4.3(c) Amendment No. 1 to the amended and restated Savings Plan II,
effective July 1, 1994, filed with the Commission on December 16,
1996, as Exhibit 10.1 to the Savings Plan II's Annual Report on
Form 11-K for the fiscal year ended June 30, 1996, under File No.
33-21162 and incorporated herein by reference......................
4.3(d) Amendment No. 1 to the amended and restated Savings Plan III,
effective July 1, 1994, filed with the Commission on December 16,
1996, as Exhibit 10.1 to the Savings Plan III's Annual Report on
Form 11-K for the fiscal year ended June 30, 1996, under File No.
33-21552 and incorporated herein by reference......................
4.4(a) Amendment No. 2 to the amended and restated CAP Plan II, effective
August 5, 1996, filed with the Commission on December 16, 1996, as
Exhibit 10.2 to the CAP Plan II's Annual Report on Form 11-K for
the fiscal year ended June 30, 1996, under File Nos. 33-21160 and
33-23639 and incorporated herein by reference......................
4.4(b) Amendment No. 2 to the amended and restated CAP Plan III, effective
August 5, 1996, filed with the Commission on December 16, 1996, as
Exhibit 10.2 to the CAP Plan III's Annual Report on Form 11-K for
the fiscal year ended June 30, 1996, under File Nos. 33-21553 and
33-23640 and incorporated herein by reference......................
4.4(c) Amendment No. 2 to the amended and restated Savings Plan II,
effective August 5, 1996, filed with the Commission on December 16,
1996, as Exhibit 10.2 to the Savings Plan II's Annual Report on
Form 11-K for the fiscal year ended June 30, 1996, under File No.
33-21162 and incorporated herein by reference......................
4.4(d) Amendment No. 2 to the amended and restated Savings Plan III,
effective August 5, 1996, filed with the Commission on December 16,
1996, as Exhibit 10.2 to the Savings Plan III's Annual Report on
Form 11-K for the fiscal year ended June 30, 1996, under File No.
33-21552 and incorporated herein by reference......................
4.5(a) CAP Plan II Trust Agreement between the Company and State Street
Bank and Trust Company, as Trustee for the CAP Plan II (the
"Trustee"), effective July 1, 1988, filed as an exhibit to this
registration statement.............................................
4.5(b) CAP Plan III Trust Agreement between the Company and the Trustee
for the CAP Plan III, effective July 1, 1988, filed as an exhibit
to this registration statement.....................................
4.5(c) Savings Plan II Trust Agreement between the Company and the Trustee
for the Savings Plan II, effective July 1, 1988, filed as an
exhibit to this registration statement.............................
4.5(d) Savings Plan III Trust Agreement between the Company and the
Trustee for the Savings Plan III, effective July 1, 1988, filed as
an exhibit to this registration statement..........................
4.6(a) Amendment No. 1 to the CAP Plan II Trust Agreement between the
Company and the Trustee for the CAP Plan II, effective August 5,
1996, filed as an exhibit to this registration statement...........
</TABLE>
<PAGE> 12
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGE
------- ------------------------------------------------------------------- -----------
<C> <S> <C>
4.6(b) Amendment No. 1 to the CAP Plan III between the Company and the
Trustee for the CAP Plan III, effective August 5, 1996, filed as an
exhibit to this registration statement.............................
4.6(c) Amendment No. 1 to the Savings Plan II between the Company and the
Trustee for the Savings Plan II, effective August 5, 1996, filed as
an exhibit to this registration statement..........................
4.6(d) Amendment No. 1 to the Savings Plan III between the Company and the
Trustee for the Savings Plan III, effective August 5, 1996, filed
as an exhibit to this registration statement.......................
5.1 Opinion of Diane A. Ward, Esq., dated May 7, 1997, as to the
validity of the shares of Common Stock of the Registrant being
registered.........................................................
5.2 The Registrant hereby undertakes to submit to the Internal Revenue
Service ("IRS") any amendments to any of the plans in a timely
manner and will make all changes required by the IRS in order to
qualify the plans..................................................
23.1 Consent of Coopers & Lybrand L.L.P. ...............................
23.2 Consent of Diane A. Ward, Esq. (included in Exhibit 5.1)...........
24 Power of Attorney..................................................
</TABLE>
<PAGE> 1
EXHIBIT 4.5(a)
ATLANTIC RICHFIELD
CAPITAL ACCUMULATION PLAN II
TRUST AGREEMENT
-----------------
THIS AGREEMENT made this 14th day of June, 1988 between ATLANTIC
RICHFIELD COMPANY a Delaware corporation ("ARCO") and STATE STREET BANK AND
TRUST COMPANY, a banking corporation having its principal place of business at
225 Franklin Street, Boston, Massachusetts 01201 ("Trustee");
R E C I T A L S
A. This instrument creates a trust for purposes of the Atlantic
Richfield Capital Accumulation Plan II (the "Plan").
B. Effective July 1, 1988 the assets and liabilities of the Atlantic
Richfield Capital Accumulation Plan allocable as of June 30, 1988 to the
participants in the Plan are to be transferred to this trust.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
Creation of the Trust
1. There is hereby established with Trustee a trust consisting of all
sums paid to Trustee for purposes of the Plan (including all trust assets paid
over to Trustee by the trustee of the Atlantic Richfield Capital Accumulation
Plan), investments thereof and earnings and appreciations
- 1 -
<PAGE> 2
thereon, which, less disbursements made by Trustee, are referred to herein as
the "Fund" and shall be dealt with as herein provided. Trustee shall have no
duty or authority to inquire into the correctness of amounts tendered to it or
to enforce the collection of any contribution by ARCO or the members of the Plan
("Members").
Investment and Administration of the Fund
2. Trustee shall have the power to hold and invest the principal and
income of the Fund in the following manner:
(A) Common Stock of Atlantic Richfield Company purchased on the open
market or from ARCO as may be directed by ARCO in accordance with the Plan;
(B) In cash, such as deposits in interest bearing bank accounts,
certificates of deposit, corporate or governmental obligations maturing in not
more than five (5) years, financial futures contracts, deposits under a deposit
administration or similar insurance contract or in a commingled or common
investment account or fund established and maintained by a bank (which bank may
be Trustee), including any fixed income commingled funds maintained by Trustee
for qualified employee benefit accounts and the assets of which are invested
primarily in debt obligations, in similar cash accounts managed by investment
managers appointed by ARCO, or any combination of the foregoing investment media
as ARCO determines;
(C) In units of a fund, consisting of specified equity investments
such as common or capital stock of issuers other than the ARCO, bonds,
debentures or preferred stocks convertible into common or capital stock of such
issuers, financial futures contracts, interests in any
- 2 -
<PAGE> 3
commingled or common equity fund established and maintained by an investment
advisor or a bank (which bank may be a Trustee for the Plan), 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 ARCO may determine.
(D) The Declaration of Trust creating a commingled or common fund
with respect to which the Trust participates is deemed to be part of this Trust
Agreement to the same extent as if fully set forth at length.
3. The Atlantic Richfield Capital Accumulation Plan Administrative
Committee ("Committee") shall furnish in writing to Trustee information
sufficient to enable Trustee to allocate each contribution received by Trustee
among the above several classes of investments in conformity with the provisions
of the Plan and the investment options elected by the Members.
4. This Paragraph is intended to authorize appointment of an investment
manager as contemplated in Section 402(c)(3) of the Employee Retirement Income
Security Act of 1974 ("ERISA").
ARCO may appoint an investment manager with respect to some or all
of the assets of the Fund. The appointment of the investment manager shall be
made by an officer of ARCO or other named fiduciary authorized by a resolution
of ARCO's Board of Directors to make such appointments. The authority of the
investment manager shall not begin until Trustee receives from ARCO notice
satisfactory to Trustee that the investment manager has been appointed and that
the investment manager has acknowledged in writing that with
- 3 -
<PAGE> 4
respect to the relevant assets of the Fund he or she or it is a fiduciary with
respect to the Plan within the meaning of ERISA. The investment manager's
authority shall continue until Trustee receives similar notice that the
appointment has been rescinded. By notifying Trustee of the appointment of an
investment manager, ARCO shall be deemed to warrant that such investment manager
meets the requirements of Section 3(38) of ERISA, but Trustee may demand
independent evidence that any investment manager meets those requirements.
The assets with respect to which a particular investment manager has
been appointed shall be segregated from all other assets held by Trustee under
this Agreement and the investment manager shall have the duty and power to
direct Trustee in every aspect of their investment. Upon request, Trustee shall
execute appropriate powers of attorney authorizing an investment manager
appointed hereunder to exercise the powers and duties of the investment manager.
Trustee may rely upon any order, certificate, notice, direction or
other documentary confirmation purporting to have been issued or given by an
investment manager which Trustee believes to be genuine and to have been issued
or given by such investment manager.
Any oral direction shall be followed by a written confirmation as soon
as practical. Trustee shall follow the procedures established by ARCO to
validate such oral directions.
5. ARCO may direct that with respect to some or all of the assets of
the Fund, Trustee shall be subject to the
- 4 -
<PAGE> 5
direction of a fiduciary named by ARCO in a manner prescribed by its Board of
Directors. In such a case, Trustee shall be subject to proper direction of such
fiduciary, and ARCO shall be deemed to warrant that all directions given by such
fiduciary are proper, and made in accordance with the Plan, and are not contrary
to the provisions of Title I of ERISA. When so appointed, such a fiduciary shall
have the same powers as an investment manager appointed pursuant to Paragraph 4.
The assets with respect to which a particular fiduciary has been
appointed shall be segregated from all other assets held by Trustee under this
Agreement and the fiduciary shall have the duty and power to direct Trustee in
every aspect of their investment. Upon request, Trustee shall execute
appropriate powers of attorney authorizing a fiduciary appointed hereunder to
exercise the powers and duties of the investment fiduciary.
Trustee may rely upon any order, certificate, notice, direction or
other confirmation, whether written or oral, purporting to have been issued or
given by a fiduciary which Trustee believes to be genuine and to have been
issued or given by such investment fiduciary.
Any oral direction shall be followed by a written confirmation as soon
as practical. Trustee shall follow the procedures established by ARCO to
validate such instructions.
6. When acting hereunder, whether in its discretion or at the direction
of an investment manager or fiduciary named pursuant to Paragraph 4 or 5,
Trustee shall have the powers granted Trustees by law and in addition shall have
the power:
- 5 -
<PAGE> 6
(A) To vote any bonds or other securities of any corporation or other
issuer at any time held in the trust provided that the shares of ARCO Common
Stock in a Member's account shall be voted by the Trustee in accordance with the
Member's instructions unless such instructions are not given within a reasonable
period of time established by the Trustee; to otherwise consent to or request
any action on the part of any such corporation or other issuer; to give general
or special proxies or powers of attorney with or without power of substitution;
to participate in any reorganization, recapitalization, merger or similar
transaction with respect to such securities and to deposit such securities in
any voting trust, pooling agreement or with any protective or like committee, or
with a trustee, or with depositories designated thereby; to generally exercise
any of the powers of an owner with respect to the securities or properties
comprising the trust; to institute, compromise and defend actions and
proceedings; to pay or contest any claim; to settle a claim by or against the
trust by compromise, arbitration or otherwise; to release, in whole or in part,
any claim belonging to the trust to the extent that the claim is uncollectible;
provided that;
(i) Each Member shall be entitled to direct the Trustee as to the
manner in which whole shares of ARCO Common Stock credited to the Member's
account shall be voted. Fractional shares of ARCO Common Stock shall be
aggregated into whole shares of stock and voted by the Trustee in the same
proportion as the aggregate shares which are voted by the Trustee pursuant to
Members' written instructions. In the absence of voting instructions by one or
more Members, the Trustee shall vote such shares in the aggregate in the same
proportion as the aggregate shares which are voted by the Trustee pursuant to
Members' written
- 6 -
<PAGE> 7
instructions. With respect to unallocated shares of ARCO Common Stock held in a
loan suspense account, the Trustee shall vote such shares in the aggregate in
the same proportion as the aggregate shares, allocated to Members' accounts, are
voted by the Trustee pursuant to Members' written instructions.
(ii) Each Member shall be entitled to direct the Trustee as to the
manner in which rights other than voting rights attributable to whole shares of
ARCO Common Stock credited to the Member's account shall be exercised. Rights
attributable to fractional shares of ARCO Common Stock shall be aggregated into
whole shares of stock and 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 such rights in the aggregate in the same proportion as the
aggregate rights which are exercised by the Trustee pursuant to Members' written
instructions. With respect to unallocated shares of ARCO Common Stock held in a
loan suspense account, the Trustee shall exercise such rights in the aggregate
in the same proportion as the aggregate shares, allocated to Members' accounts,
are exercised by the Trustee pursuant to members' written instructions.
(B) To hold property of the Fund in its own name or in the name of a
nominee or nominees, without disclosure of the trust, or in bearer form so that
it will pass by delivery; but no such holding shall relieve Trustee of its
responsibility for the safe custody and disposition of the Fund in accordance
with the provisions of this Agreement; Trustee's books and records shall at all
times show that such property is part of the Fund; and Trustee shall be liable
for any loss occasioned by the acts of its nominee or
- 7 -
<PAGE> 8
nominees with respect to securities registered in the name of the nominee or
nominees as much as if such acts were the acts of Trustee;
(C) To employ agents in the management of the Fund, provided that
Trustee shall be responsible for the acts of such agents (other than acts of the
United States Postal Service) as much as if they were acts of Trustee;
(D) To make, execute and deliver, as Trustee, any conveyances,
contracts, waivers, or other instruments in writing that Trustee may deem
necessary or desirable in the exercise of its powers under this Agreement;
(E) To apply for, purchase, hold and transfer any annuity contract for
a participant in accordance with written instructions from ARCO in conjunction
with the termination of the Plan, provided that no such contract shall provide
for a life annuity; and
(F) To do all other acts that Trustee may deem necessary or proper to
carry out any of the powers set forth in this Agreement or otherwise in the best
interests of the Fund.
(G) As directed by ARCO, to borrow from any lender (including ARCO or
the Trustee) to finance the acquisition of ARCO Common Stock, and to make
payments on such loans, giving its note as Trustee with such reasonable interest
and security for the loan as may be appropriate or necessary; provided that any
such borrowing shall comply with the provisions of the Plan.
7. Trustee may hold uninvested or may invest in its discretion in
short-term cash equivalents (including
- 8 -
<PAGE> 9
deposits, savings accounts and certificates of deposit with its own banking
department or any common or collective trust fund maintained by Trustee which
satisfies such objective): (i) any amount stated by ARCO or believed by Trustee
to be needed in the near future for withdrawals from the Fund, or (ii) all or a
portion of the proceeds of a loan described in Section 6(G) pending the
acquisition of ARCO Common Stock.
8. Trustee, as and when directed by ARCO (or any committee or person or
entity designated for such purpose in the Plan or otherwise by ARCO), shall make
distributions or pay withdrawals, pay expenses of administering the Plan, buy,
sell or turn in for redemption securities, and exercise or sell options, rights
or warrants as shall be specified in any such direction. In the case of any such
distribution or withdrawal, Trustee shall make or pay the same in cash or in
kind, or in any combination thereof as provided in the direction. ARCO shall
hold harmless and shall defend Trustee against any liability arising or asserted
to arise out of Trustee's compliance with directions under this paragraph.
9. Trustee shall be paid such reasonable compensation for its service
as Trustee as shall from time to time be agreed upon by ARCO and Trustee. Unless
paid by ARCO, such compensation, and the expenses of administration of this
Trust, may be withdrawn by Trustee from the Fund.
10. Trustee shall pay out of the Fund all taxes imposed or levied with
respect to the Fund or any part thereof, under existing or future laws, and at
ARCO's direction, may contest the validity or amount of any tax assessment,
claim or demand respecting the Fund or any part thereof.
- 9 -
<PAGE> 10
11. The following additional rules shall govern the standard of conduct
and liabilities of Trustee hereunder;
(A) Trustee shall perform all of its functions hereunder with the
care, skill, prudence, and diligence under the circumstances then prevailing
that a prudent man acting in a like capacity and familiar with such matters
would use in the conduct of an enterprise of a like character and with like
aims, or in accordance with such other standard as may be required from time to
time by law, and shall not be liable for any conduct on its part (including
reliance on advice of counsel) which conforms to that standard.
(B) Trustee shall hold ARCO, its subsidiaries and affiliates and
each of the directors, officers or employees of ARCO and of any such affiliate
or subsidiary harmless (including the cost of outside counsel) against any
liability or excise tax asserted against ARCO or any such entity or person as a
result of any breach by Trustee of any of its duties or fiduciary
responsibilities. This Clause (B) shall not require Trustee to hold ARCO or any
other entity or person harmless against any liability or excise tax arising out
of action or inaction of Trustee pursuant to or pending direction by an
investment manager or fiduciary named pursuant to Paragraph 4 or 5 or by ARCO
pursuant to any provision of this Agreement.
(C) Trustee shall not be liable for the acts or omissions of an
investment manager or fiduciary appointed under Paragraph 4 or 5, and, except
with respect to short-term investments under Paragraph 7, Trustee shall be under
no obligation to invest or otherwise manage any asset of the Plan which is
subject to the management of such investment manager or fiduciary, it being the
intention of
- 10 -
<PAGE> 11
the parties that, except with respect to investments under Paragraph 7, Trustee
shall have the full protection of Section 405 of ERISA.
(D) Where an investment manager or fiduciary has been named pursuant
to Paragraph 4 or 5 or where ARCO is required to give directions to Trustee,
ARCO shall hold harmless and defend Trustee against any liability or excise tax
arising out of Trustee's action or inaction pursuant to or pending direction by
such investment manager, fiduciary or ARCO. This Clause (D) shall not apply to
any liability arising out of any act or omission in which Trustee knowingly
participates or which Trustee knowingly undertakes to conceal, knowing such act
or omission to be a breach of fiduciary responsibility.
(E) When so instructed by ARCO, Trustee shall deposit any assets
held by it with a custodian named by ARCO, and ARCO shall hold harmless and
defend Trustee against any liability arising or asserted to arise out of
Trustee's compliance with directions under this paragraph.
Accounting by Trustee
12. Trustee shall keep accurate and detailed accounts of all
investments, receipts, disbursements, withdrawals and other transactions
hereunder, and all records relating thereto shall be open to inspection and
audit at all reasonable times by any person or corporation designated by ARCO.
At such intervals as ARCO may from time to time designate, and as of the date of
the removal or resignation of Trustee, Trustee shall file with ARCO a written
account setting forth all investments, receipts, disbursements, withdrawals and
other transactions effected by it during the period from the date of its last
such account and a list of the assets of the Fund at the close of such period.
Such
- 11 -
<PAGE> 12
account may be in the form of monthly or quarterly statements which taken
together reflect the matters set forth in the preceding sentence. As between
ARCO and Trustee, Trustee shall be forever released and discharged from all
liability with respect to the propriety of acts and transactions shown in such
account, except with respect to any such act or transaction as to which ARCO
shall within 90 days following notification thereof have filed written
objections with Trustee and except that no such accounting shall foreclose any
liability of Trustee to ARCO arising under Paragraph 11(B). Except as provided
in Paragraph 11(B), the liability of Trustee to persons other than ARCO shall be
limited to actions under ERISA brought within the period permitted by law for
the bringing of such actions.
Removal and Resignation of Trustee
13. Trustee may be removed by ARCO at any time upon not less than 30
days' written notice and Trustee may resign at any time upon not less than 90
days' written notice. In either case, such notice may be wholly or partially
waived by the party to whom it is due. Upon Trustee's removal or resignation,
ARCO shall appoint a successor trustee who shall have the same powers and duties
as those conferred upon Trustee hereunder, and upon acceptance of such
appointment by the successor trustee, Trustee shall assign, transfer and pay
over to such successor trustee the funds and properties then constituting the
Fund. If ARCO fails within a reasonable time to name a successor trustee or
otherwise direct proper disbursement of the Fund, Trustee may apply to any court
of competent jurisdiction for appropriate relief. Trustee may in any event
reserve such reasonable sum of money as it may deem advisable, to provide for
any charges against the Fund for which it may be liable, and for payment of its
fees and expenses in connection with the settlement of its account or otherwise.
Any balance of
- 12 -
<PAGE> 13
such reserve remaining after the payment of such fees and expenses shall be paid
over as aforesaid.
14. If the Plan is wholly or partially terminated, Trustee shall
disburse the portion of the Fund affected by the termination as directed by
ARCO. Trustee may elect to treat any such disbursement as a removal of Trustee
with respect to the assets disbursed, in which case the provisions of Paragraph
13 shall apply.
15. ARCO may amend this Agreement by an instrument in writing signed by
an authorized officer of ARCO or by any other named fiduciary authorized by a
resolution of ARCO's Board of Directors to sign such amendment, provided that no
such amendment shall divert any part of the Fund to purposes other than payment
of benefits to Plan members and their beneficiaries or defrayal of reasonable
expenses of administering the Plan, and, except with Trustee's consent, no
amendment affecting the duties, responsibilities or rights of Trustee shall take
effect until 30 days after a copy of said amendment is furnished to Trustee or,
if Trustee gives notice of resignation within such 30-day period, until the
resignation becomes effective.
16. ARCO may terminate this Agreement by directing disbursement of the
entire Fund pursuant to Paragraph 13.
Miscellaneous
17. Prior to satisfaction of all liabilities under the Plan, no part of
the Fund shall inure to the benefit of ARCO or be used other than for purposes
of providing benefits to Members and their beneficiaries and defraying
reasonable expenses of administering the Plan. However;
- 13 -
<PAGE> 14
(A) If a contribution under the Plan is made by a mistake of fact, this
paragraph shall not prohibit the return of an amount not in excess of such
contribution at the direction of ARCO within one year after the contribution is
paid;
(B) If a contribution under the Plan is expressly conditioned on
initial qualification of the Plan under Section 401 of the Internal Revenue Code
of 1986, as amended, and if the Plan does not qualify, or continue to so
qualify, this paragraph shall not prohibit the return of an amount not in excess
of such contribution at the direction of ARCO within one year after the date of
denial of qualification of the Plan; and
(C) If a contribution under the Plan is expressly conditioned upon the
deductibility of the contribution under Section 404 of the Internal Revenue Code
of 1986, as amended, then, to the extent the deduction is disallowed, this
paragraph shall not prohibit the return of an amount not in excess of such
contribution (to the extent disallowed) at the direction of ARCO within one year
after the disallowance of the deduction.
Trustee may demand assurance satisfactory to it that the sum of all
amounts being returned from the Trust under the Plan does not exceed the amount
described above.
18. This Trust is intended to be entitled to an income tax exemption
under Section 501(a) of the Internal Revenue Code of 1986 and wherever possible
shall be construed to carry out that intention. Trustee may demand assurances
satisfactory to it that any action it is directed to take will not adversely
affect the tax exemption of the Trust.
- 14 -
<PAGE> 15
19. Any successor in interest to Trustee shall automatically become
Trustee hereunder.
20. Any successor to all or part of the business of ARCO may become a
party to this Agreement and, with respect to assets of the Fund which ARCO
warrants to Trustee are allocable to such successor, this Agreement shall be
deemed to create a separate trust composed of such assets and administered
according to this Agreement, except that such successor shall be substituted for
ARCO for all purposes hereunder.
21. Unless otherwise provided in this Agreement, any communications
(including notices, instructions, or directions) required or permitted hereunder
to be given by ARCO shall be given in writing addressed to the trust officer
with whom ARCO customarily deals and signed by the officer delegated such power,
or any other person or persons whom ARCO notifies Trustee are from time to time
authorized to sign such communications. ARCO shall furnish Trustee specimen
signatures of all persons authorized to sign communications to Trustee.
22. If any payment mailed by regular U.S. Mail to the last address of
the payee furnished by ARCO is returned unclaimed, Trustee shall so notify ARCO
and shall discontinue further payments to such payee until it receives further
instructions of ARCO.
23. No amount held hereunder shall be subject to voluntary or
involuntary alientation or to the claims of any creditor.
24. This Agreement shall be controlled by the law of the State of
Massachusetts in all respects in which that law is not inconsistent with ERISA.
- 15 -
<PAGE> 16
25. This Agreement may be executed in counterparts, each of which shall
be an original although the others are not produced.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed the date first written above.
ATTEST: ATLANTIC RICHFIELD COMPANY
By: /s/ BARBARA M. HINDS By /s/ E. KENT DAMON, JR.
--------------------------- ----------------------------------
Assistant Secretary E. Kent Damon, Jr.
As named fiduciary appointed by the Board of
Directors of Atlantic Richfield Company with
power and Authority to negotiate, execute
and deliver this Trust Agreement on behalf
of Atlantic Richfield Company
ATTEST: STATE STREET BANK AND TRUST COMPANY
as Trustee
By: /s/ ROBERT M. HANNIGAN By /s/ JOHN S. CONNOLLY
--------------------------- ----------------------------------
ARCO hereby appoints the following fiduciaries pursuant to Paragraph 5.
E. Kent Damon, Jr. Assets
and/or Daniel W. Woolley
Jointly or Individually All Trust Assets
By: /s/ E. KENT DAMON, JR.
----------------------------------
E. Kent Damon, Jr.
- 16 -
<PAGE> 1
EXHIBIT 4.5 (b)
ATLANTIC RICHFIELD
CAPITAL ACCUMULATION PLAN III
TRUST AGREEMENT
THIS AGREEMENT made this 14th day of June, 1988 between ATLANTIC
RICHFIELD COMPANY a Delaware corporation ("ARCO") and STATE STREET BANK AND
TRUST COMPANY, a banking corporation having its principal place of business at
225 Franklin Street, Boston, Massachusetts 01201 ("Trustee");
R E C I T A L S
A. This instrument creates a trust for purposes of the Atlantic
Richfield Capital Accumulation Plan III (the "Plan").
B. Effective July 1, 1988 the assets and liabilities of the Atlantic
Richfield Capital Accumulation Plan allocable as of June 30, 1988 to the
participants in the Plan are to be transferred to this trust.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
Creation of the Trust
1. There is hereby established with Trustee a trust consisting of all
sums paid to Trustee for purposes of the Plan (including all trust assets paid
over to Trustee by the trustee of the Atlantic Richfield Capital Accumulation
Plan), investments thereof and earnings and appreciations
- 1 -
<PAGE> 2
thereon, which, less disbursements made by Trustee, are referred to herein as
the "Fund" and shall be dealt with as herein provided. Trustee shall have no
duty or authority to inquire into the correctness of amounts tendered to it or
to enforce the collection of any contribution by ARCO or the members of the Plan
("Members").
Investment and Administration of the Fund
2. Trustee shall have the power to hold and invest the principal and
income of the Fund in the following manner:
(A) Common Stock of Atlantic Richfield Company purchased on the
open market or from ARCO as may be directed by ARCO in accordance with the Plan;
(B) In cash, such as deposits in interest bearing bank accounts,
certificates of deposit, corporate or governmental obligations maturing in not
more than five (5) years, financial futures contracts, deposits under a deposit
administration or similar insurance contract or in a commingled or common
investment account or fund established and maintained by a bank (which bank may
be Trustee), including any fixed income commingled funds maintained by Trustee
for qualified employee benefit accounts and the assets of which are invested
primarily in debt obligations, in similar cash accounts managed by investment
managers appointed by ARCO, or any combination of the foregoing investment media
as ARCO determines;
(C) In units of a fund, consisting of specified equity investments
such as common or capital stock of issuers other than the ARCO, bonds,
debentures or preferred stocks convertible into common or capital stock of such
issuers, financial futures contracts, interests in any
- 2 -
<PAGE> 3
commingled or common equity fund established and maintained by an investment
advisor or a bank (which bank may be a Trustee for the Plan), 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 ARCO may determine.
(D) The Declaration of Trust creating a commingled or common fund
with respect to which the Trust participates is deemed to be part of this Trust
Agreement to the same extent as if fully set forth at length.
3. The Atlantic Richfield Capital Accumulation Plan Administrative
Committee ("Committee") shall furnish in writing to Trustee information
sufficient to enable Trustee to allocate each contribution received by Trustee
among the above several classes of investments in conformity with the provisions
of the Plan and the investment options elected by the Members.
4. This Paragraph is intended to authorize appointment of an investment
manager as contemplated in Section 402(c) (3) of the Employee Retirement Income
Security Act of 1974 ("ERISA").
ARCO may appoint an investment manager with respect to some or all of
the assets of the Fund. The appointment of the investment manager shall be made
by an officer of ARCO or other named fiduciary authorized by a resolution of
ARCO's Board of Directors to make such appointments. The authority of the
investment manager shall not begin until Trustee receives from ARCO notice
satisfactory to Trustee that the investment manager has been appointed and that
the investment manager has acknowledged in writing that with
- 3 -
<PAGE> 4
respect to the relevant assets of the Fund he or she or it is a fiduciary with
respect to the Plan within the meaning of ERISA. The investment manager's
authority shall continue until Trustee receives similar notice that the
appointment has been rescinded. By notifying Trustee of the appointment of an
investment manager, ARCO shall be deemed to warrant that such investment manager
meets the requirements of Section 3(38) of ERISA, but Trustee may demand
independent evidence that any investment manager meets those requirements.
The assets with respect to which a particular investment manager has
been appointed shall be segregated from all other assets held by Trustee under
this Agreement and the investment manager shall have the duty and power to
direct Trustee in every aspect of their investment. Upon request, Trustee shall
execute appropriate powers of attorney authorizing an investment manager
appointed hereunder to exercise the powers and duties of the investment manager.
Trustee may rely upon any order, certificate, notice, direction or
other documentary confirmation purporting to have been issued or given by an
investment manager which Trustee believes to be genuine and to have been issued
or given by such investment manager.
Any oral direction shall be followed by a written confirmation as soon
as practical. Trustee shall follow the procedures established by ARCO to
validate such oral directions.
5. ARCO may direct that with respect to some or all of the assets of
the Fund, Trustee shall be subject to the
- 4 -
<PAGE> 5
direction of a fiduciary named by ARCO in a manner prescribed by its Board of
Directors. In such a case, Trustee shall be subject to proper direction of such
fiduciary, and ARCO shall be deemed to warrant that all directions given by such
fiduciary are proper, and made in accordance with the Plan, and are not contrary
to the provisions of Title I of ERISA. When so appointed, such a fiduciary shall
have the same powers as an investment manager appointed pursuant to Paragraph 4.
The assets with respect to which a particular fiduciary has been
appointed shall be segregated from all other assets held by Trustee under this
Agreement and the fiduciary shall have the duty and power to direct Trustee in
every aspect of their investment. Upon request, Trustee shall execute
appropriate powers of attorney authorizing a fiduciary appointed hereunder to
exercise the powers and duties of the investment fiduciary.
Trustee may rely upon any order, certificate, notice, direction or
other confirmation, whether written or oral, purporting to have been issued or
given by a fiduciary which Trustee believes to be genuine and to have been
issued or given by such investment fiduciary.
Any oral direction shall be followed by a written confirmation as soon
as practical. Trustee shall follow the procedures established by ARCO to
validate such instructions.
6. When acting hereunder, whether in its discretion or at the direction
of an investment manager or fiduciary named pursuant to Paragraph 4 or 5,
Trustee shall have the powers granted Trustees by law and in addition shall have
the power:
- 5 -
<PAGE> 6
(A) To vote any bonds or other securities of any corporation or other
issuer at any time held in the trust provided that the shares of ARCO Common
Stock in a Member's account shall be voted by the Trustee in accordance with the
Member's instructions unless such instructions are not given within a reasonable
period of time established by the Trustee; to otherwise consent to or request
any action on the part of any such corporation or other issuer; to give general
or special proxies or powers of attorney with or without power of substitution;
to participate in any reorganization, recapitalization, merger or similar
transaction with respect to such securities and to deposit such securities in
any voting trust, pooling agreement or with any protective or like committee, or
with a trustee, or with depositaries designated thereby; to generally exercise
any of the powers of an owner with respect to the securities or properties
comprising the trust; to institute, compromise and defend actions and
proceedings; to pay or contest any claim; to settle a claim by or against the
trust by compromise, arbitration or otherwise; to release, in whole or in part,
any claim belonging to the trust to the extent that the claim is uncollectible;
provided that;
(i) Each Member shall be entitled to direct the Trustee as to the
manner in which whole shares of ARCO Common Stock credited to the Member's
account shall be voted. Fractional shares of ARCO Common Stock shall be
aggregated into whole shares of stock and voted by the Trustee in the same
proportion as the aggregate shares which are voted by the Trustee pursuant to
Members' written instructions. In the absence of voting instructions by one or
more Members, the Trustee shall vote such shares in the aggregate in the same
proportion as the aggregate shares which are voted by the Trustee pursuant to
Members' written
- 6 -
<PAGE> 7
instructions. With respect to unallocated shares of ARCO Common Stock held in a
loan suspense account, the Trustee shall vote such shares in the aggregate in
the same proportion as the aggregate shares, allocated to Members' accounts, are
voted by the Trustee pursuant to Members' written instructions.
(ii) Each Member shall be entitled to direct the Trustee as to the
manner in which rights other than voting rights attributable to whole shares of
ARCO Common Stock credited to the Member's account shall be exercised. Rights
attributable to fractional shares of ARCO Common Stock shall be aggregated into
whole shares of stock and 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 such rights in the aggregate in the same proportion as the
aggregate rights which are exercised by the Trustee pursuant to Members' written
instructions. With respect to unallocated shares of ARCO Common Stock held in a
loan suspense account, the Trustee shall exercise such rights in the aggregate
in the same proportion as the aggregate shares, allocated to Members' accounts,
are exercised by the Trustee pursuant to Members' written instructions.
(B) To hold property of the Fund in its own name or in the name of a
nominee or nominees, without disclosure of the trust, or in bearer form so that
it will pass by delivery; but no such holding shall relieve Trustee of its
responsibility for the safe custody and disposition of the Fund in accordance
with the provisions of this Agreement; Trustee's books and records shall at all
times show that such property is part of the Fund; and Trustee shall be liable
for any loss occasioned by the acts of its nominee or
- 7 -
<PAGE> 8
nominees with respect to securities registered in the name of the nominee or
nominees as much as if such acts were the acts of Trustee;
(C) To employ agents in the management of the Fund, provided that
Trustee shall be responsible for the acts of such agents (other than acts of the
United States Postal Service) as much as if they were acts of Trustee;
(D) To make, execute and deliver, as Trustee, any conveyances,
contracts, waivers, or other instruments in writing that Trustee may deem
necessary or desirable in the exercise of its powers under this Agreement;
(E) To apply for, purchase, hold and transfer any annuity contract for
a participant in accordance with written instructions from ARCO in conjunction
with the termination of the Plan, provided that no such contract shall provide
for a life annuity; and
(F) To do all other acts that Trustee may deem necessary or proper to
carry out any of the powers set forth in this Agreement or otherwise in the best
interests of the Fund.
(G) As directed by ARCO, to borrow from any lender (including ARCO or
the Trustee) to finance the acquisition of ARCO Common Stock, and to make
payments on such loans, giving its note as Trustee with such reasonable interest
and security for the loan as may be appropriate or necessary; provided that any
such borrowing shall comply with the provisions of the Plan.
7. Trustee may hold uninvested or may invest in its discretion in
short-term cash equivalents (including
- 8 -
<PAGE> 9
deposits, savings accounts and certificates of deposit with its own banking
department or any common or collective trust fund maintained by Trustee which
satisfies such objective): (i) any amount stated by ARCO or believed by Trustee
to be needed in the near future for withdrawals from the Fund, or (ii) all or a
portion of the proceeds of a loan described in Section 6(G) pending the
acquisition of ARCO Common Stock.
8. Trustee, as and when directed by ARCO (or any committee or person or
entity designated for such purpose in the Plan or otherwise by ARCO), shall make
distributions or pay withdrawals, pay expenses of administering the Plan, buy,
sell or turn in for redemption securities, and exercise or sell options, rights
or warrants as shall be specified in any such direction. In the case of any such
distribution or withdrawal, Trustee shall make or pay the same in cash or in
kind, or in any combination thereof as provided in the direction. ARCO shall
hold harmless and shall defend Trustee against any liability arising or asserted
to arise out of Trustee's compliance with directions under this paragraph.
9. Trustee shall be paid such reasonable compensation for its service
as Trustee as shall from time to time be agreed upon by ARCO and Trustee. Unless
paid by ARCO, such compensation, and the expenses of administration of this
Trust, may be withdrawn by Trustee from the Fund.
10. Trustee shall pay out of the Fund all taxes imposed or levied with
respect to the Fund or any part thereof, under existing or future laws, and at
ARCO's direction, may contest the validity or amount of any tax assessment,
claim or demand respecting the Fund or any part thereof.
- 9 -
<PAGE> 10
11. The following additional rules shall govern the standard of conduct
and liabilities of Trustee hereunder;
(A) Trustee shall perform all of its functions hereunder with the
care, skill, prudence, and diligence under the circumstances then prevailing
that a prudent man acting in a like capacity and familiar with such matters
would use in the conduct of an enterprise of a like character and with like
aims, or in accordance with such other standard as may be required from time to
time by law, and shall not be liable for any conduct on its part (including
reliance on advice of counsel) which conforms to that standard.
(B) Trustee shall hold ARCO, its subsidiaries and affiliates and
each of the directors, officers or employees of ARCO and of any such affiliate
or subsidiary harmless (including the cost of outside counsel) against any
liability or excise tax asserted against ARCO or any such entity or person as a
result of any breach by Trustee of any of its duties or fiduciary
responsibilities. This Clause (B) shall not require Trustee to hold ARCO or any
other entity or person harmless against any liability or excise tax arising out
of action or inaction of Trustee pursuant to or pending direction by an
investment manager or fiduciary named pursuant to Paragraph 4 or 5 or by ARCO
pursuant to any provision of this Agreement.
(C) Trustee shall not be liable for the acts or omissions of an
investment manager or fiduciary appointed under Paragraph 4 or 5, and, except
with respect to short-term investments under Paragraph 7, Trustee shall be under
no obligation to invest or otherwise manage any asset of the Plan which is
subject to the management of such investment manager or fiduciary, it being the
intention of
- 10 -
<PAGE> 11
the parties that, except with respect to investments under Paragraph 7, Trustee
shall have the full protection of Section 405 of ERISA.
(D) Where an investment manager or fiduciary has been named
pursuant to Paragraph 4 or 5 or where ARCO is required to give directions to
Trustee, ARCO shall hold harmless and defend Trustee against any liability or
excise tax arising out of Trustee's action or inaction pursuant to or pending
direction by such investment manager, fiduciary or ARCO. This Clause (D) shall
not apply to any liability arising out of any act or omission in which Trustee
knowingly participates or which Trustee knowingly undertakes to conceal, knowing
such act or omission to be a breach of fiduciary responsibility.
(E) When so instructed by ARCO, Trustee shall deposit any assets
held by it with a custodian named by ARCO, and ARCO shall hold harmless and
defend Trustee against any liability arising or asserted to arise out of
Trustee's compliance with directions under this paragraph.
Accounting by Trustee
12. Trustee shall keep accurate and detailed accounts of all
investments, receipts, disbursements, withdrawals and other transactions
hereunder, and all records relating thereto shall be open to inspection and
audit at all reasonable times by any person or corporation designated by ARCO.
At such intervals as ARCO may from time to time designate, and as of the date of
the removal or resignation of Trustee, Trustee shall file with ARCO a written
account setting forth all investments, receipts, disbursements, withdrawals and
other transactions effected by it during the period from the date of its last
such account and a list of the assets of the Fund at the close of such period.
Such
- 11 -
<PAGE> 12
account may be in the form of monthly or quarterly statements which taken
together reflect the matters set forth in the preceding sentence. As between
ARCO and Trustee, Trustee shall be forever released and discharged from all
liability with respect to the propriety of acts and transactions shown in such
account, except with respect to any such act or transaction as to which ARCO
shall within 90 days following notification thereof have filed written
objections with Trustee and except that no such accounting shall foreclose any
liability of Trustee to ARCO arising under Paragraph 11(B). Except as provided
in Paragraph 11(B), the liability of Trustee to persons other than ARCO shall be
limited to actions under ERISA brought within the period permitted by law for
the bringing of such actions.
Removal and Resignation of Trustee
13. Trustee may be removed by ARCO at any time upon not less than 30
days' written notice and Trustee may resign at any time upon not less than 90
days' written notice. In either case, such notice may be wholly or partially
waived by the party to whom it is due. Upon Trustee's removal or resignation,
ARCO shall appoint a successor trustee who shall have the same powers and duties
as those conferred upon Trustee hereunder, and upon acceptance of such
appointment by the successor trustee, Trustee shall assign, transfer and pay
over to such successor trustee the funds and properties then constituting the
Fund. If ARCO fails within a reasonable time to name a successor trustee or
otherwise direct proper disbursement of the Fund, Trustee may apply to any court
of competent jurisdiction for appropriate relief. Trustee may in any event
reserve such reasonable sum of money as it may deem advisable, to provide for
any charges against the Fund for which it may be liable, and for payment of its
fees and expenses in connection with the settlement of its account or otherwise.
Any balance of
- 12 -
<PAGE> 13
such reserve remaining after the payment of such fees and expenses shall be paid
over as aforesaid.
14. If the Plan is wholly or partially terminated, Trustee shall
disburse the portion of the Fund affected by the termination as directed by
ARCO. Trustee may elect to treat any such disbursement as a removal of Trustee
with respect to the assets disbursed, in which case the provisions of Paragraph
13 shall apply.
15. ARCO may amend this Agreement by an instrument in writing signed by
an authorized officer of ARCO or by any other named fiduciary authorized by a
resolution of ARCO's Board of Directors to sign such amendment, provided that no
such amendment shall divert any part of the Fund to purposes other than payment
of benefits to Plan members and their beneficiaries or defrayal of reasonable
expenses of administering the Plan, and, except with Trustee's consent, no
amendment affecting the duties, responsibilities or rights of Trustee shall take
effect until 30 days after a copy of said amendment is furnished to Trustee or,
if Trustee gives notice of resignation within such 30-day period, until the
resignation becomes effective.
16. ARCO may terminate this Agreement by directing disbursement of the
entire Fund pursuant to Paragraph 13.
Miscellaneous
17. Prior to satisfaction of all liabilities under the Plan, no part of
the Fund shall inure to the benefit of ARCO or be used other than for purposes
of providing benefits to Members and their beneficiaries and defraying
reasonable expenses of administering the Plan. However;
- 13 -
<PAGE> 14
(A) If a contribution under the Plan is made by a mistake of fact,
this paragraph shall not prohibit the return of an amount not in excess of such
contribution at the direction of ARCO within one year after the contribution is
paid;
(B) If a contribution under the Plan is expressly conditioned on
initial qualification of the Plan under Section 401 of the Internal Revenue Code
of 1986, as amended, and if the Plan does not qualify, or continue to so
qualify, this paragraph shall not prohibit the return of an amount not in excess
of such contribution at the direction of ARCO within one year after the date of
denial of qualification of the Plan; and
(C) If a contribution under the Plan is expressly conditioned
upon the deductibility of the contribution under Section 404 of the Internal
Revenue Code of 1986, as amended, then, to the extent the deduction is
disallowed, this paragraph shall not prohibit the return of an amount not in
excess of such contribution (to the extent disallowed) at the direction of ARCO
within one year after the disallowance of the deduction.
Trustee may demand assurance satisfactory to it that the sum of all
amounts being returned from the Trust under the Plan does not exceed the amount
described above.
18. This Trust is intended to be entitled to an income tax exemption
under Section 501(a) of the Internal Revenue Code of 1986 and wherever possible
shall be construed to carry out that intention. Trustee may demand assurances
satisfactory to it that any action it is directed to take will not adversely
affect the tax exemption of the Trust.
- 14 -
<PAGE> 15
19. Any successor in interest to Trustee shall automatically become
Trustee hereunder.
20. Any successor to all or part of the business of ARCO may become a
party to this Agreement and, with respect to assets of the Fund which ARCO
warrants to Trustee are allocable to such successor, this Agreement shall be
deemed to create a separate trust composed of such assets and administered
according to this Agreement, except that such successor shall be substituted for
ARCO for all purposes hereunder.
21. Unless otherwise provided in this Agreement, any communications
(including notices, instructions, or directions) required or permitted hereunder
to be given by ARCO shall be given in writing addressed to the trust officer
with whom ARCO customarily deals and signed by the officer delegated such power,
or any other person or persons whom ARCO notifies Trustee are from time to time
authorized to sign such communications. ARCO shall furnish Trustee specimen
signatures of all persons authorized to sign communications to Trustee.
22. If any payment mailed by regular U.S. Mail to the last address of
the payee furnished by ARCO is returned unclaimed, Trustee shall so notify ARCO
and shall discontinue further payments to such payee until it receives further
instructions of ARCO.
23. No amount held hereunder shall be subject to voluntary or
involuntary alienation or to the claims of any creditor.
24. This Agreement shall be controlled by the law of the State of
Massachusetts in all respects in which that law is not inconsistent with ERISA.
- 15 -
<PAGE> 16
25. This Agreement may be executed in counterparts, each of which shall
be an original although the others are not produced.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed the date first written above.
ATTEST: ATLANTIC RICHFIELD COMPANY
By: /s/ BARBARA M. HINDS By: /s/ E. KENT DAMON, JR.
____________________________ ____________________________
Assistant Secretary E. Kent Damon, Jr.
As named fiduciary appointed by the Board of
Directors of Atlantic Richfield Company with
power and authority to negotiate, execute
and deliver this Trust Agreement on behalf
of Atlantic Richfield Company
ATTEST: STATE STREET BANK AND TRUST COMPANY
as Trustee
By: /s/ ROBERT M. HANNIGAN By: /s/ JOHN S. CONNOLLY
____________________________ ____________________________
ARCO hereby appoints the following fiduciaries pursuant to Paragraph 5.
E. Kent Damon, Jr. Assets
and/or Daniel W. Woolley
Jointly or Individually All Trust Assets
- ----------------------- ----------------
By: /s/ E. KENT DAMON, JR.
____________________________
E. Kent Damon, Jr.
- 16 -
<PAGE> 1
EXHIBIT 4.5(c)
ATLANTIC RICHFIELD
SAVINGS PLAN II
TRUST AGREEMENT
THIS AGREEMENT made this 14th day of June, 1988 between ATLANTIC
RICHFIELD COMPANY a Delaware corporation ("ARCO") and STATE STREET BANK AND
TRUST COMPANY, a banking corporation having its principal place of business at
225 Franklin Street, Boston, Massachusetts 01201 ("Trustee");
R E C I T A L S
A. This instrument creates a trust for purposes of the Atlantic
Richfield Savings Plan II (the "Plan").
B. Effective July 1, 1988 the assets and liabilities of the Atlantic
Richfield Savings Plan allocable as of June 30, 1988 to the participants in the
Plan are to be transferred to this trust.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
Creation of the Trust
1. There is hereby established with Trustee a trust consisting of all
sums paid to Trustee for purposes of the Plan (including all trust assets paid
over to Trustee by the trustee of the Atlantic Richfield Savings Plan),
investments thereof and earnings and appreciations thereon, which, less
disbursements made by Trustee, are referred to herein as the "Fund" and shall be
dealt with as herein provided. Trustee
- 1 -
<PAGE> 2
shall have no duty or authority to inquire into the correctness of amounts
tendered to it or to enforce the collection of any contribution by ARCO or the
members of the Plan ("Members").
Investment and Administration of the Fund
2. Trustee shall have the power to hold and invest the principal and
income of the Fund in the following manner:
(A) Common Stock of Atlantic Richfield Company purchased on the open
market or from ARCO as may be directed by ARCO in accordance with the Plan;
(B) In cash, such as deposits in interest bearing bank accounts,
certificates of deposit, corporate or governmental obligations maturing in not
more than five (5) years, financial futures contracts, deposits under a deposit
administration or similar insurance contract or in a commingled or common
investment account or fund established and maintained by a bank (which bank may
be Trustee), including any fixed income commingled funds maintained by Trustee
for qualified employee benefit accounts and the assets of which are invested
primarily in debt obligations, in similar cash accounts managed by investment
managers appointed by ARCO, or any combination of the foregoing investment media
as ARCO determines;
(C) In units of a fund, consisting of specified equity investments such
as common or capital stock of issuers other than the ARCO, 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
- 2 -
<PAGE> 3
by an investment advisor or a bank (which bank may be a Trustee for the Plan),
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 ARCO may determine.
(D) The Declaration of Trust creating a commingled or common fund with
respect to which the Trust participates is deemed to be part of this Trust
Agreement to the same extent as if fully set forth at length.
3. The Atlantic Richfield Savings Plan Administrative Committee
("Committee") shall furnish in writing to Trustee information sufficient to
enable Trustee to allocate each contribution received by Trustee among the above
several classes of investments in conformity with the provisions of the Plan and
the investment options elected by the Members.
4. This Paragraph is intended to authorize appointment of an investment
manager as contemplated in Section 402(c)(3) of the Employee Retirement Income
Security Act of 1974 ("ERISA").
ARCO may appoint an investment manager with respect to some or all of
the assets of the Fund. The appointment of the investment manager shall be made
by an officer of ARCO or other named fiduciary authorized by a resolution of
ARCO's Board of Directors to make such appointments. The authority of the
investment manager shall not begin until Trustee receives from ARCO notice
satisfactory to Trustee that the investment manager has been appointed and that
the investment manager has acknowledged in writing that with respect to the
relevant assets of the Fund he or she or it is a fiduciary with respect to the
Plan within the meaning
- 3 -
<PAGE> 4
of ERISA. The investment manager's authority shall continue until Trustee
receives similar notice that the appointment has been rescinded. By notifying
Trustee of the appointment of an investment manager, ARCO shall be deemed to
warrant that such investment manager meets the requirements of Section 3(38) of
ERISA, but Trustee may demand independent evidence that any investment manager
meets those requirements.
The assets with respect to which a particular investment manager has
been appointed shall be segregated from all other assets held by Trustee under
this Agreement and the investment manager shall have the duty and power to
direct Trustee in every aspect of their investment. Upon request, Trustee shall
execute appropriate powers of attorney authorizing an investment manager
appointed hereunder to exercise the powers and duties of the investment manager.
Trustee may rely upon any order, certificate, notice, direction or
other documentary confirmation purporting to have been issued or given by an
investment manager which Trustee believes to be genuine and to have been issued
or given by such investment manager.
Any oral direction shall be followed by a written confirmation as soon
as practical. Trustee shall follow the procedures established by ARCO to
validate such oral directions.
5. ARCO may direct that with respect to some or all of the assets of
the Fund, Trustee shall be subject to the direction of a fiduciary named by ARCO
in a manner prescribed by its Board of Directors. In such a case,
- 4 -
<PAGE> 5
Trustee shall be subject to proper direction of such fiduciary, and ARCO shall
be deemed to warrant that all directions given by such fiduciary are proper, and
made in accordance with the Plan, and are not contrary to the provisions of
Title I of ERISA. When so appointed, such a fiduciary shall have the same powers
as an investment manager appointed pursuant to Paragraph 4.
The assets with respect to which a particular fiduciary has been
appointed shall be segregated from all other assets held by Trustee under this
Agreement and the fiduciary shall have the duty and power to direct Trustee in
every aspect of their investment. Upon request, Trustee shall execute
appropriate powers of attorney authorizing a fiduciary appointed hereunder to
exercise the powers and duties of the investment fiduciary.
Trustee may rely upon any order, certificate, notice, direction or
other confirmation, whether written or oral, purporting to have been issued or
given by a fiduciary which Trustee believes to be genuine and to have been
issued or given by such investment fiduciary.
Any oral direction shall be followed by a written confirmation as soon
as practical. Trustee shall follow the procedures established by ARCO to
validate such instructions.
6. When acting hereunder, whether in its discretion or at the direction
of an investment manager or fiduciary named pursuant to Paragraph 4 or 5,
Trustee shall have the powers granted trustees by law and in addition shall have
the power:
- 5 -
<PAGE> 6
(A) To vote any bonds or other securities of any corporation or other
issuer at any time held in the trust provided that the shares of ARCO Common
Stock in a Member's account shall be voted by the Trustee in accordance with the
Member's instructions unless such instructions are not given within a reasonable
period of time established by the Trustee; to otherwise consent to or request
any action on the part of any such corporation or other issuer; to give general
or special proxies or powers of attorney with or without power of substitution;
to participate in any reorganization, recapitalization, merger or similar
transaction with respect to such securities and to deposit such securities in
any voting trust, pooling agreement or with any protective or like committee, or
with a trustee, or with depositories designated thereby; to generally exercise
any of the powers of an owner with respect to the securities or properties
comprising the trust; to institute, compromise and defend actions and
proceedings; to pay or contest any claim; to settle a claim by or against the
trust by compromise, arbitration or otherwise; to release, in whole or in part,
any claim belonging to the trust to the extent that the claim is uncollectible;
provided that;
(i) Each Member shall be entitled to direct the Trustee as to the
manner in which whole shares of ARCO Common Stock credited to the Member's
account shall be voted. Fractional shares of ARCO Common Stock shall be
aggregated into whole shares of stock and voted by the Trustee in the same
proportion as the aggregate shares which are voted by the Trustee pursuant to
Members' written instructions. In the absence of voting instructions by one or
more Members, the Trustee shall vote such shares in the aggregate in the same
proportion as the aggregate shares which are voted by the Trustee pursuant to
Members' written instructions. With respect to unallocated shares of ARCO
- 6 -
<PAGE> 7
Common Stock held in a loan suspense account, the Trustee shall vote such shares
in the aggregate in the same proportion as the aggregate shares, allocated to
Members' accounts, are voted by the Trustee pursuant to Members' written
instructions.
(ii) Each Member shall be entitled to direct the Trustee as to the
manner in which rights other than voting rights attributable to whole shares of
ARCO Common Stock credited to the Member's account shall be exercised. Rights
attributable to fractional shares of ARCO Common Stock shall be aggregated into
whole shares of stock and 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 such rights in the aggregate in the same proportion as the
aggregate rights which are exercised by the Trustee pursuant to Members' written
instructions. With respect to unallocated shares of ARCO Common Stock held in a
loan suspense account, the Trustee shall exercise such rights in the aggregate
in the same proportion as the aggregate shares, allocated to Members' accounts,
are exercised by the Trustee pursuant to Members' written instructions.
(B) To hold property of the Fund in its own name or in the name of a
nominee or nominees, without disclosure of the trust, or in bearer form so that
it will pass by delivery; but no such holding shall relieve Trustee of its
responsibility for the safe custody and disposition of the Fund in accordance
with the provisions of this Agreement; Trustee's books and records shall at all
times show that such property is part of the Fund; and Trustee shall be liable
for any loss occasioned by the acts of its nominee or nominees with respect to
securities registered in the name
- 7 -
<PAGE> 8
of the nominee or nominees as much as if such acts were the acts of Trustee;
(C) To employ agents in the management of the Fund, provided that
Trustee shall be responsible for the acts of such agents (other than acts of the
United States Postal Service) as much as if they were acts of Trustee;
(D) To make, execute and deliver, as Trustee, any conveyances,
contracts, waivers, or other instruments in writing that Trustee may deem
necessary or desirable in the exercise of its powers under this Agreement;
(E) To apply for, purchase, hold and transfer any annuity contract for
a participant in accordance with written instructions from ARCO in conjunction
with the termination of the Plan, provided that no such contract shall provide
for a life annuity; and
(F) To do all other acts that Trustee may deem necessary or proper to
carry out any of the powers set forth in this Agreement or otherwise in the best
interests of the Fund.
(G) As directed by ARCO, to borrow from any lender (including ARCO or
the Trustee) to finance the acquisition of ARCO Common Stock, and to make
payments on such loans, giving its note as Trustee with such reasonable interest
and security for the loan as may be appropriate or necessary; provided that any
such borrowing shall comply with the provisions of the Plan.
7. Trustee may hold uninvested or may invest in its discretion in
short-term cash equivalents (including deposits, savings accounts and
certificates of deposit with
- 8 -
<PAGE> 9
its own banking department or any common or collective trust fund maintained by
Trustee which satisfies such objective): (i) any amount stated by ARCO or
believed by Trustee to be needed in the near future for withdrawals from the
Fund, or (ii) all or a portion of the proceeds of a loan described in Section
6(G) pending the acquisition of ARCO Common Stock.
8. Trustee, as and when directed by ARCO (or any committee or person or
entity designated for such purpose in the Plan or otherwise by ARCO), shall make
distributions or pay withdrawals, pay expenses of administering the Plan, buy,
sell or turn in for redemption securities, and exercise or sell options, rights
or warrants as shall be specified in any such direction. In the case of any such
distribution or withdrawal, Trustee shall make or pay the same in cash or in
kind, or in any combination thereof as provided in the direction. ARCO shall
hold harmless and shall defend Trustee against any liability arising or asserted
to arise out of Trustee's compliance with directions under this paragraph.
9. Trustee shall be paid such reasonable compensation for its service
as Trustee as shall from time to time be agreed upon by ARCO and Trustee. Unless
paid by ARCO, such compensation, and the expenses of administration of this
Trust, may be withdrawn by Trustee from the Fund.
10. Trustee shall pay out of the Fund all taxes imposed or levied with
respect to the Fund or any part thereof, under existing or future laws, and at
ARCO's direction, may contest the validity or amount of any tax assessment,
claim or demand respecting the Fund or any part thereof.
11. The following additional rules shall govern the standard of conduct
and liabilities of Trustee hereunder;
- 9 -
<PAGE> 10
(A) Trustee shall perform all of its functions hereunder with the care,
skill, prudence, and diligence under the circumstances then prevailing that a
prudent man acting in a like capacity and familiar with such matters would use
in the conduct of an enterprise of a like character and with like aims, or in
accordance with such other standard as may be required from time to time by law,
and shall not be liable for any conduct on its part (including reliance on
advice of counsel) which conforms to that standard.
(B) Trustee shall hold ARCO, its subsidiaries and affiliates and each
of the directors, officers or employees of ARCO and of any such affiliate or
subsidiary harmless (including the cost of outside counsel) against any
liability or excise tax asserted against ARCO or any such entity or person as a
result of any breach by Trustee of any of its duties or fiduciary
responsibilities. This Clause (B) shall not require Trustee to hold ARCO or any
other entity or person harmless against any liability or excise tax arising out
of action or inaction of Trustee pursuant to or pending direction by an
investment manager or fiduciary named pursuant to Paragraph 4 or 5 or by ARCO
pursuant to any provision of this Agreement.
(C) Trustee shall not be liable for the acts or omissions of an
investment manager or fiduciary appointed under Paragraph 4 or 5, and, except
with respect to short-term investments under Paragraph 7, Trustee shall be under
no obligation to invest or otherwise manage any asset of the Plan which is
subject to the management of such investment manager or fiduciary, it being the
intention of the parties that, except with respect to investments under
Paragraph 7, Trustee shall have the full protection of Section 405 of ERISA.
- 10 -
<PAGE> 11
(D) Where an investment manager or fiduciary has been named pursuant to
Paragraph 4 or 5 or where ARCO is required to give directions to Trustee, ARCO
shall hold harmless and defend Trustee against any liability or excise tax
arising out of Trustee's action or inaction pursuant to or pending direction by
such investment manager, fiduciary or ARCO. This Clause (D) shall not apply to
any liability arising out of any act or omission in which Trustee knowingly
participates or which Trustee knowingly undertakes to conceal, knowing such act
or omission to be a breach of fiduciary responsibility.
(E) When so instructed by ARCO, Trustee shall deposit any assets held
by it with a custodian named by ARCO, and ARCO shall hold harmless and defend
Trustee against any liability arising or asserted to arise out of Trustee's
compliance with directions under this paragraph.
Accounting by Trustee
12. Trustee shall keep accurate and detailed accounts of all
investments, receipts, disbursements, withdrawals and other transactions
hereunder, and all records relating thereto shall be open to inspection and
audit at all reasonable times by any person or corporation designated by ARCO.
At such intervals as ARCO may from time to time designate, and as of the date of
the removal or resignation of Trustee, Trustee shall file with ARCO a written
account setting forth all investments, receipts, disbursements, withdrawals and
other transactions effected by it during the period from the date of its last
such account and a list of the assets of the Fund at the close of such period.
Such account may be in the form of monthly or quarterly statements which taken
together reflect the matters set forth in the preceding sentence. As between
ARCO and
- 11 -
<PAGE> 12
Trustee, Trustee shall be forever released and discharged from all liability
with respect to the propriety of acts and transactions shown in such account,
except with respect to any such act or transaction as to which ARCO shall within
90 days following notification thereof have filed written objections with
Trustee and except that no such accounting shall foreclose any liability of
Trustee to ARCO arising under Paragraph 11(B). Except as provided in Paragraph
11(B), the liability of Trustee to persons other than ARCO shall be limited to
actions under ERISA brought within the period permitted by law for the bringing
of such actions.
Removal and Resignation of Trustee
13. Trustee may be removed by ARCO at any time upon not less than 30
days' written notice and Trustee may resign at any time upon not less than 90
days' written notice. In either case, such notice may be wholly or partially
waived by the party to whom it is due. Upon Trustee's removal or resignation,
ARCO shall appoint a successor trustee who shall have the same powers and duties
as those conferred upon Trustee hereunder, and upon acceptance of such
appointment by the successor trustee, Trustee shall assign, transfer and pay
over to such successor trustee the funds and properties then constituting the
Fund. If ARCO fails within a reasonable time to name a successor trustee or
otherwise direct proper disbursement of the Fund, Trustee may apply to any court
of competent jurisdiction for appropriate relief. Trustee may in any event
reserve such reasonable sum of money as it may deem advisable, to provide for
any charges against the Fund for which it may be liable, and for payment of its
fees and expenses in connection with the settlement of its account or otherwise.
Any balance of such reserve remaining after the payment of such fees and
expenses shall be paid over as aforesaid.
- 12 -
<PAGE> 13
14. If the Plan is wholly or partially terminated, Trustee shall
disburse the portion of the Fund affected by the termination as directed by
ARCO. Trustee may elect to treat any such disbursement as a removal of Trustee
with respect to the assets disbursed, in which case the provisions of Paragraph
13 shall apply.
15. ARCO may amend this Agreement by an instrument in writing signed by
an authorized officer of ARCO or by any other named fiduciary authorized by a
resolution of ARCO's Board of Directors to sign such amendment, provided that no
such amendment shall divert any part of the Fund to purposes other than payment
of benefits to Plan members and their beneficiaries or defrayal of reasonable
expenses of administering the Plan, and, except with Trustee's consent, no
amendment affecting the duties, responsibilities or rights of Trustee shall take
effect until 30 days after a copy of said amendment is furnished to Trustee or,
if Trustee gives notice of resignation within such 30-day period, until the
resignation becomes effective.
16. ARCO may terminate this Agreement by directing disbursement of the
entire Fund pursuant to Paragraph 13.
Miscellaneous
17. Prior to satisfaction of all liabilities under the Plan, no part of
the Fund shall inure to the benefit of ARCO or be used other than for purposes
of providing benefits to Members and their beneficiaries and defraying
reasonable expenses of administering the Plan. However;
(A) If a contribution under the Plan is made by a mistake of fact, this
paragraph shall not prohibit the return of an amount not in excess of such
contribution at
- 13 -
<PAGE> 14
the direction of ARCO within one year after the contribution is paid;
(B) If a contribution under the Plan is expressly conditioned on
initial qualification of the Plan under Section 401 of the Internal Revenue Code
of 1986, as amended, and if the Plan does not qualify, or continue to so
qualify, this paragraph shall not prohibit the return of an amount not in excess
of such contribution at the direction of ARCO within one year after the date of
denial of qualification of the Plan; and
(C) If a contribution under the Plan is expressly conditioned upon the
deductibility of the contribution under Section 404 of the Internal Revenue Code
of 1986, as amended, then, to the extent the deduction is disallowed, this
paragraph shall not prohibit the return of an amount not in excess of such
contribution (to the extent disallowed) at the direction of ARCO within one year
after the disallowance of the deduction.
Trustee may demand assurance satisfactory to it that the sum of all
amounts being returned from the Trust under the Plan does not exceed the amount
described above.
18. This Trust is intended to be entitled to an income tax exemption
under Section 501(a) of the Internal Revenue Code of 1986 and wherever possible
shall be construed to carry out that intention. Trustee may demand assurances
satisfactory to it that any action it is directed to take will not adversely
affect the tax exemption of the Trust.
19. Any successor in interest to Trustee shall automatically become
Trustee hereunder.
- 14 -
<PAGE> 15
20. Any successor to all or part of the business of ARCO may become a
party to this Agreement and, with respect to assets of the Fund which ARCO
warrants to Trustee are allocable to such successor, this Agreement shall be
deemed to create a separate trust composed of such assets and administered
according to this Agreement, except that such successor shall be substituted for
ARCO for all purposes hereunder.
21. Unless otherwise provided in this Agreement, any communications
(including notices, instructions, or directions) required or permitted hereunder
to be given by ARCO shall be given in writing addressed to the trust officer
with whom ARCO customarily deals and signed by the officer delegated such power,
or any other person or persons whom ARCO notifies Trustee are from time to time
authorized to sign such communications. ARCO shall furnish Trustee specimen
signatures of all persons authorized to sign communications to Trustee.
22. If any payment mailed by regular U.S. Mail to the last address of
the payee furnished by ARCO is returned unclaimed, Trustee shall so notify ARCO
and shall discontinue further payments to such payee until it receives further
instructions of ARCO.
23. No amount held hereunder shall be subject to voluntary or
involuntary alientation or to the claims of any creditor.
24. This Agreement shall be controlled by the law of the State of
Massachusetts in all respects in which that law is not inconsistent with ERISA.
- 15 -
<PAGE> 16
25. This Agreement may be executed in counterparts, each of which shall
be an original although the others are not produced.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed the date first written above.
ATTEST: ATLANTIC RICHFIELD COMPANY
By: /s/ BARBARA M. HINDS By: /s/ E. KENT DAMON, JR.
-------------------------- -----------------------------
Assistant Secretary E. Kent Damon, Jr.
As named fiduciary appointed by the Board of
Directors of Atlantic Richfield Company with
power and authority to negotiate, execute
and deliver this Trust Agreement on behalf
of Atlantic Richfield Company
ATTEST: STATE STREET BANK AND TRUST COMPANY
as Trustee
By: /s/ ROBERT M. HANNIGAN By: /s/ JOHN S. CONNOLLY
----------------------------- -----------------------------
ARCO hereby appoints the following fiduciaries pursuant to Paragraph 5.
E. Kent Damon, Jr. Assets
and/or Daniel W. Woolley
Jointly or Individually All Trust Assets
By: /s/ E. KENT DAMON, JR.
-----------------------------
E. Kent Damon, Jr.
- 16 -
<PAGE> 1
EXHIBIT 4.5(d)
ATLANTIC RICHFIELD
SAVINGS PLAN III
TRUST AGREEMENT
---------------
THIS AGREEMENT made this 14th day of June, 1988 between ATLANTIC
RICHFIELD COMPANY a Delaware corporation ("ARCO") and STATE STREET BANK AND
TRUST COMPANY, a banking corporation having its principal place of business at
225 Franklin Street, Boston, Massachusetts 01201 ("Trustee");
R E C I T A L S
A. This instrument creates a trust for purposes of the Atlantic
Richfield Savings Plan III (the "Plan").
B. Effective July 1, 1988 the assets and liabilities of the Atlantic
Richfield Savings Plan allocable as of June 30, 1988 to the participants in the
Plan are to be transferred to this trust.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
Creation of the Trust
1. There is hereby established with Trustee a trust consisting of all
sums paid to Trustee for purposes of the Plan (including all trust assets paid
over to Trustee by the trustee of the Atlantic Richfield Savings Plan),
investments thereof and earnings and appreciations thereon, which, less
disbursements made by Trustee, are referred to herein as the "Fund" and shall be
dealt with as herein provided. Trustee
- 1 -
<PAGE> 2
shall have no duty or authority to inquire into the correctness of amounts
tendered to it or to enforce the collection of any contribution by ARCO or the
members of the Plan ("Members").
Investment and Administration of the Fund
2. Trustee shall have the power to hold and invest the principal and
income of the Fund in the following manner:
(A) Common Stock of Atlantic Richfield Company purchased on the
open market or from ARCO as may be directed by ARCO in accordance with the Plan;
(B) In cash, such as deposits in interest bearing bank accounts,
certificates of deposit, corporate or governmental obligations maturing in not
more than five (5) years, financial futures contracts, deposits under a deposit
administration or similar insurance contract or in a commingled or common
investment account or fund established and maintained by a bank (which bank may
be Trustee), including any fixed income commingled funds maintained by Trustee
for qualified employee benefit accounts and the assets of which are invested
primarily in debt obligations, in similar cash accounts managed by investment
managers appointed by ARCO, or any combination of the foregoing investment media
as ARCO determines;
(C) In units of a fund, consisting of specified equity investments
such as common or capital stock of issuers other than the ARCO, 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
- 2 -
<PAGE> 3
by an investment advisor or a bank (which bank may be a Trustee for the Plan),
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 ARCO may determine.
(D) The Declaration of Trust creating a commingled or common fund with
respect to which the Trust participates is deemed to be part of this Trust
Agreement to the same extent as if fully set forth at length.
3. The Atlantic Richfield Savings Plan Administrative Committee
("Committee") shall furnish in writing to Trustee information sufficient to
enable Trustee to allocate each contribution received by Trustee among the above
several classes of investments in conformity with the provisions of the Plan and
the investment options elected by the Members.
4. This Paragraph is intended to authorize appointment of an investment
manager as contemplated in Section 402(c)(3) of the Employee Retirement Income
Security Act of 1974 ("ERISA").
ARCO may appoint an investment manager with respect to some or all of
the assets of the Fund. The appointment of the investment manager shall be made
by an officer of ARCO or other named fiduciary authorized by a resolution of
ARCO's Board of Directors to make such appointments. The authority of the
investment manager shall not begin until Trustee receives from ARCO notice
satisfactory to Trustee that the investment manager has been appointed and that
the investment manager has acknowledged in writing that with respect to the
relevant assets of the Fund he or she or it is a fiduciary with respect to the
Plan within the meaning
- 3 -
<PAGE> 4
of ERISA. The investment manager's authority shall continue until Trustee
receives similar notice that the appointment has been rescinded. By notifying
Trustee of the appointment of an investment manager, ARCO shall be deemed to
warrant that such investment manager meets the requirements of Section 3(38) of
ERISA, but Trustee may demand independent evidence that any investment manager
meets those requirements.
The assets with respect to which a particular investment manager has
been appointed shall be segregated from all other assets held by Trustee under
this Agreement and the investment manager shall have the duty and power to
direct Trustee in every aspect of their investment. Upon request, Trustee shall
execute appropriate powers of attorney authorizing an investment manager
appointed hereunder to exercise the powers and duties of the investment manager.
Trustee may rely upon any order, certificate, notice, direction or
other documentary confirmation purporting to have been issued or given by an
investment manager which Trustee believes to be genuine and to have been issued
or given by such investment manager.
Any oral direction shall be followed by a written confirmation as soon
as practical. Trustee shall follow the procedures established by ARCO to
validate such oral directions.
5. ARCO may direct that with respect to some or all of the assets of
the Fund, Trustee shall be subject to the direction of a fiduciary named by ARCO
in a manner prescribed by its Board of Directors. In such a case,
- 4 -
<PAGE> 5
Trustee shall be subject to proper direction of such fiduciary, and ARCO shall
be deemed to warrant that all directions given by such fiduciary are proper, and
made in accordance with the Plan, and are not contrary to the provisions of
Title I of ERISA. When so appointed, such a fiduciary shall have the same powers
as an investment manager appointed pursuant to Paragraph 4.
The assets with respect to which a particular fiduciary has been
appointed shall be segregated from all other assets held by Trustee under this
Agreement and the fiduciary shall have the duty and power to direct Trustee in
every aspect of their investment. Upon request, Trustee shall execute
appropriate powers of attorney authorizing a fiduciary appointed hereunder to
exercise the powers and duties of the investment fiduciary.
Trustee may rely upon any order, certificate, notice, direction or
other confirmation, whether written or oral, purporting to have been issued or
given by a fiduciary which Trustee believes to be genuine and to have been
issued or given by such investment fiduciary.
Any oral direction shall be followed by a written confirmation as soon
as practical. Trustee shall follow the procedures established by ARCO to
validate such instructions.
6. When acting hereunder, whether in its discretion or at the direction
of an investment manager or fiduciary named pursuant to Paragraph 4 or 5,
Trustee shall have the powers granted trustees by law and in addition shall have
the power:
- 5 -
<PAGE> 6
(A) To vote any bonds or other securities of any corporation or other
issuer at any time held in the trust provided that the shares of ARCO Common
Stock in a Member's account shall be voted by the Trustee in accordance with the
Member's instructions unless such instructions are not given within a reasonable
period of time established by the Trustee; to otherwise consent to or request
any action on the part of any such corporation or other issuer; to give general
or special proxies or powers of attorney with or without power of substitution;
to participate in any reorganization, recapitalization, merger or similar
transaction with respect to such securities and to deposit such securities in
any voting trust, pooling agreement or with any protective or like committee, or
with a trustee, or with depositories designated thereby; to generally exercise
any of the powers of an owner with respect to the securities or properties
comprising the trust; to institute, compromise and defend actions and
proceedings; to pay or contest any claim; to settle a claim by or against the
trust by compromise, arbitration or otherwise; to release, in whole or in part,
any claim belonging to the trust to the extent that the claim is uncollectible;
provided that;
(i) Each Member shall be entitled to direct the Trustee as to the
manner in which whole shares of ARCO Common Stock credited to the Member's
account shall be voted. Fractional shares of ARCO Common Stock shall be
aggregated into whole shares of stock and voted by the Trustee in the same
proportion as the aggregate shares which are voted by the Trustee pursuant to
Members' written instructions. In the absence of voting instructions by one or
more Members, the Trustee shall vote such shares in the aggregate in the same
proportion as the aggregate shares which are voted by the Trustee pursuant to
Members' written instructions. With respect to unallocated shares of ARCO
- 6 -
<PAGE> 7
Common Stock held in a loan suspense account, the Trustee shall vote such shares
in the aggregate in the same proportion as the aggregate shares, allocated to
Members' accounts, are voted by the Trustee pursuant to Members' written
instructions.
(ii) Each Member shall be entitled to direct the Trustee as to the
manner in which rights other than voting rights attributable to whole shares of
ARCO Common Stock credited to the Member's account shall be exercised. Rights
attributable to fractional shares of ARCO Common Stock shall be aggregated into
whole shares of stock and 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 such rights in the aggregate in the same proportion as the
aggregate rights which are exercised by the Trustee pursuant to Members' written
instructions. With respect to unallocated shares of ARCO Common Stock held in a
loan suspense account, the Trustee shall exercise such rights in the aggregate
in the same proportion as the aggregate shares, allocated to Members' accounts,
are exercised by the Trustee pursuant to Members' written instructions.
(B) To hold property of the Fund in its own name or in the name of a
nominee or nominees, without disclosure of the trust, or in bearer form so that
it will pass by delivery; but no such holding shall relieve Trustee of its
responsibility for the safe custody and disposition of the Fund in accordance
with the provisions of this Agreement; Trustee's books and records shall at all
times show that such property is part of the Fund; and Trustee shall be liable
for any loss occasioned by the acts of its nominee or nominees with respect to
securities registered in the name
- 7 -
<PAGE> 8
of the nominee or nominees as much as if such acts were the acts of Trustee;
(C) To employ agents in the management of the Fund, provided that
Trustee shall be responsible for the acts of such agents (other than acts of the
United States Postal Service) as much as if they were acts of Trustee;
(D) To make, execute and deliver, as Trustee, any conveyances,
contracts, waivers, or other instruments in writing that Trustee may deem
necessary or desirable in the exercise of its powers under this Agreement;
(E) To apply for, purchase, hold and transfer any annuity contract for
a participant in accordance with written instructions from ARCO in conjunction
with the termination of the Plan, provided that no such contract shall provide
for a life annuity; and
(F) To do all other acts that Trustee may deem necessary or proper to
carry out any of the powers set forth in this Agreement or otherwise in the best
interests of the Fund.
(G) As directed by ARCO, to borrow from any lender (including ARCO or
the Trustee) to finance the acquisition of ARCO Common Stock, and to make
payments on such loans, giving its note as Trustee with such reasonable interest
and security for the loan as may be appropriate or necessary; provided that any
such borrowing shall comply with the provisions of the Plan.
7. Trustee may hold uninvested or may invest in its discretion in
short-term cash equivalents (including deposits, savings accounts and
certificates of deposit with
- 8 -
<PAGE> 9
its own banking department or any common or collective trust fund maintained by
Trustee which satisfies such objective): (i) any amount stated by ARCO or
believed by Trustee to be needed in the near future for withdrawals from the
Fund, or (ii) all or a portion of the proceeds of a loan described in Section
6(G) pending the acquisition of ARCO Common Stock.
8. Trustee, as and when directed by ARCO (or any committee or person or
entity designated for such purpose in the Plan or otherwise by ARCO), shall make
distributions or pay withdrawals, pay expenses of administering the Plan, buy,
sell or turn in for redemption securities, and exercise or sell options, rights
or warrants as shall be specified in any such direction. In the case of any such
distribution or withdrawal, Trustee shall make or pay the same in cash or in
kind, or in any combination thereof as provided in the direction. ARCO shall
hold harmless and shall defend Trustee against any liability arising or asserted
to arise out of Trustee's compliance with directions under this paragraph.
9. Trustee shall be paid such reasonable compensation for its service
as Trustee as shall from time to time be agreed upon by ARCO and Trustee. Unless
paid by ARCO, such compensation, and the expenses of administration of this
Trust, may be withdrawn by Trustee from the Fund.
10. Trustee shall pay out of the Fund all taxes imposed or levied with
respect to the Fund or any part thereof, under existing or future laws, and at
ARCO's direction, may contest the validity or amount of any tax assessment,
claim or demand respecting the Fund or any part thereof.
11. The following additional rules shall govern the standard of conduct
and liabilities of Trustee hereunder;
- 9 -
<PAGE> 10
(A) Trustee shall perform all of its functions hereunder with the care,
skill, prudence, and diligence under the circumstances then prevailing that a
prudent man acting in a like capacity and familiar with such matters would use
in the conduct of an enterprise of a like character and with like aims, or in
accordance with such other standard as may be required from time to time by law,
and shall not be liable for any conduct on its part (including reliance on
advice of counsel) which conforms to that standard.
(B) Trustee shall hold ARCO, its subsidiaries and affiliates and each
of the directors, officers or employees of ARCO and of any such affiliate or
subsidiary harmless (including the cost of outside counsel) against any
liability or excise tax asserted against ARCO or any such entity or person as a
result of any breach by Trustee of any of its duties or fiduciary
responsibilities. This Clause (B) shall not require Trustee to hold ARCO or any
other entity or person harmless against any liability or excise tax arising out
of action or inaction of Trustee pursuant to or pending direction by an
investment manager or fiduciary named pursuant to Paragraph 4 or 5 or by ARCO
pursuant to any provision of this Agreement.
(C) Trustee shall not be liable for the acts or omissions of an
investment manager or fiduciary appointed under Paragraph 4 or 5, and, except
with respect to short-term investments under Paragraph 7, Trustee shall be under
no obligation to invest or otherwise manage any asset of the Plan which is
subject to the management of such investment manager or fiduciary, it being the
intention of the parties that, except with respect to investments under
Paragraph 7, Trustee shall have the full protection of Section 405 of ERISA.
- 10 -
<PAGE> 11
(D) Where an investment manager or fiduciary has been named pursuant to
Paragraph 4 or 5 or where ARCO is required to give directions to Trustee, ARCO
shall hold harmless and defend Trustee against any liability or excise tax
arising out of Trustee's action or inaction pursuant to or pending direction by
such investment manager, fiduciary or ARCO. This Clause (D) shall not apply to
any liability arising out of any act or omission in which Trustee knowingly
participates or which Trustee knowingly undertakes to conceal, knowing such act
or omission to be a breach of fiduciary responsibility.
(E) When so instructed by ARCO, Trustee shall deposit any assets held
by it with a custodian named by ARCO, and ARCO shall hold harmless and defend
Trustee against any liability arising or asserted to arise out of Trustee's
compliance with directions under this paragraph.
Accounting by Trustee
12. Trustee shall keep accurate and detailed accounts of all
investments, receipts, disbursements, withdrawals and other transactions
hereunder, and all records relating thereto shall be open to inspection and
audit at all reasonable times by any person or corporation designated by ARCO.
At such intervals as ARCO may from time to time designate, and as of the date of
the removal or resignation of Trustee, Trustee shall file with ARCO a written
account setting forth all investments, receipts, disbursements, withdrawals and
other transactions effected by it during the period from the date of its last
such account and a list of the assets of the Fund at the close of such period.
Such account may be in the form of monthly or quarterly statements which taken
together reflect the matters set forth in the preceding sentence. As between
ARCO and
- 11 -
<PAGE> 12
Trustee, Trustee shall be forever released and discharged from all liability
with respect to the propriety of acts and transactions shown in such account,
except with respect to any such act or transaction as to which ARCO shall within
90 days following notification thereof have filed written objections with
Trustee and except that no such accounting shall foreclose any liability of
Trustee to ARCO arising under Paragraph 11(B). Except as provided in Paragraph
11(B), the liability of Trustee to persons other than ARCO shall be limited to
actions under ERISA brought within the period permitted by law for the bringing
of such actions.
Removal and Resignation of Trustee
13. Trustee may be removed by ARCO at any time upon not less than 30
days' written notice and Trustee may resign at any time upon not less than 90
days' written notice. In either case, such notice may be wholly or partially
waived by the party to whom it is due. Upon Trustee's removal or resignation,
ARCO shall appoint a successor trustee who shall have the same powers and duties
as those conferred upon Trustee hereunder, and upon acceptance of such
appointment by the successor trustee, Trustee shall assign, transfer and pay
over to such successor trustee the funds and properties then constituting the
Fund. If ARCO fails within a reasonable time to name a successor trustee or
otherwise direct proper disbursement of the Fund, Trustee may apply to any court
of competent jurisdiction for appropriate relief. Trustee may in any event
reserve such reasonable sum of money as it may deem advisable, to provide for
any charges against the Fund for which it may be liable, and for payment of its
fees and expenses in connection with the settlement of its account or otherwise.
Any balance of such reserve remaining after the payment of such fees and
expenses shall be paid over as aforesaid.
- 12 -
<PAGE> 13
14. If the Plan is wholly or partially terminated, Trustee shall
disburse the portion of the Fund affected by the termination as directed by
ARCO. Trustee may elect to treat any such disbursement as a removal of Trustee
with respect to the assets disbursed, in which case the provisions of Paragraph
13 shall apply.
15. ARCO may amend this Agreement by an instrument in writing signed by
an authorized officer of ARCO or by any other named fiduciary authorized by a
resolution of ARCO's Board of Directors to sign such amendment, provided that no
such amendment shall divert any part of the Fund to purposes other than payment
of benefits to Plan members and their beneficiaries or defrayal of reasonable
expenses of administering the Plan, and, except with Trustee's consent, no
amendment affecting the duties, responsibilities or rights of Trustee shall take
effect until 30 days after a copy of said amendment is furnished to Trustee or,
if Trustee gives notice of resignation within such 30-day period, until the
resignation becomes effective.
16. ARCO may terminate this Agreement by directing disbursement of the
entire Fund pursuant to Paragraph 13.
Miscellaneous
17. Prior to satisfaction of all liabilities under the Plan, no part of
the Fund shall inure to the benefit of ARCO or be used other than for purposes
of providing benefits to Members and their beneficiaries and defraying
reasonable expenses of administering the Plan. However;
(A) If a contribution under the Plan is made by a mistake of fact,
this paragraph shall not prohibit the return of an amount not in excess of such
contribution at
- 13 -
<PAGE> 14
the direction of ARCO within one year after the contribution is paid;
(B) If a contribution under the Plan is expressly conditioned on
initial qualification of the Plan under Section 401 of the Internal Revenue Code
of 1986, as amended, and if the Plan does not qualify, or continue to so
qualify, this paragraph shall not prohibit the return of an amount not in excess
of such contribution at the direction of ARCO within one year after the date of
denial of qualification of the Plan; and
(C) If a contribution under the Plan is expressly conditioned upon the
deductibility of the contribution under Section 404 of the Internal Revenue Code
of 1986, as amended, then, to the extent the deduction is disallowed, this
paragraph shall not prohibit the return of an amount not in excess of such
contribution (to the extent disallowed) at the direction of ARCO within one year
after the disallowance of the deduction.
Trustee may demand assurance satisfactory to it that the sum of all
amounts being returned from the Trust under the Plan does not exceed the amount
described above.
18. This Trust is intended to be entitled to an income tax exemption
under Section 501(a) of the Internal Revenue Code of 1986 and wherever possible
shall be construed to carry out that intention. Trustee may demand assurances
satisfactory to it that any action it is directed to take will not adversely
affect the tax exemption of the Trust.
19. Any successor in interest to Trustee shall automatically become
Trustee hereunder.
- 14 -
<PAGE> 15
20. Any successor to all or part of the business of ARCO may become a
party to this Agreement and, with respect to assets of the Fund which ARCO
warrants to Trustee are allocable to such successor, this Agreement shall be
deemed to create a separate trust composed of such assets and administered
according to this Agreement, except that such successor shall be substituted for
ARCO for all purposes hereunder.
21. Unless otherwise provided in this Agreement, any communications
(including notices, instructions, or directions) required or permitted hereunder
to be given by ARCO shall be given in writing addressed to the trust officer
with whom ARCO customarily deals and signed by the officer delegated such power,
or any other person or persons whom ARCO notifies Trustee are from time to time
authorized to sign such communications. ARCO shall furnish Trustee specimen
signatures of all persons authorized to sign communications to Trustee.
22. If any payment mailed by regular U.S. Mail to the last address of
the payee furnished by ARCO is returned unclaimed, Trustee shall so notify ARCO
and shall discontinue further payments to such payee until it receives further
instructions of ARCO.
23. No amount held hereunder shall be subject to voluntary or
involuntary alientation or to the claims of any creditor.
24. This Agreement shall be controlled by the law of the State of
Massachusetts in all respects in which that law is not inconsistent with ERISA.
- 15 -
<PAGE> 16
25. This Agreement may be executed in counterparts, each of which shall
be an original although the others are not produced.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed the date first written above.
ATTEST: ATLANTIC RICHFIELD COMPANY
By: /s/ BARBARA M. HINDS By: /s/ E. KENT DAMON, JR.
----------------------- ---------------------------
Assistant Secretary E. Kent Damon, Jr.
As named fiduciary appointed by the Board of
Directors of Atlantic Richfield Company with
power and authority to negotiate, execute
and deliver this Trust Agreement on behalf
of Atlantic Richfield Company
ATTEST: STATE STREET BANK AND TRUST COMPANY
as Trustee
By: /s/ ROBERT M. HANNIGAN By: JOHN S. CONNOLLY
------------------------- -------------------------------
ARCO hereby appoints the following fiduciaries pursuant to Paragraph 5.
E. Kent Damon, Jr. Assets
and/or Daniel W. Woolley
Jointly or Individually All Trust Assets
By: /s/ E. KENT DAMON, JR.
-----------------------------
Kent Damon, Jr.
- 16 -
<PAGE> 1
EXHIBIT 4.6(a)
AMENDMENT NO. 1
TO
ATLANTIC RICHFIELD
CAPITAL ACCUMULATION PLAN II
TRUST AGREEMENT
----------------------------
Pursuant to the power of amendment reserved therein, the Atlantic Richfield
Capital Accumulation Plan II Trust Agreement (the "Agreement") is hereby
amended effective as of August 5, 1996.
Paragraph 2 of the Agreement is amended to read as follows:
"2. Trustee shall have the power to hold and invest the
principal and income of the Fund in the following manner:
(A) Common Stock of Atlantic Richfield Company purchased on
the open market or from ARCO as may be directed by ARCO in accordance
with the Plan;
(B) In cash, such as deposits in interest-bearing bank
accounts, certificates of deposit, corporate or governmental
obligations maturing in not more than five (5) years, financial futures
contracts, deposits under a deposit administration or similar insurance
contract or in a commingled or common investment account or fund
established and maintained by a bank (which bank may be the Trustee),
including any fixed income commingled funds maintained by the Trustee
for qualified employee benefit accounts and the assets of which are
invested primarily in debt obligations, in similar cash accounts
managed by investment managers appointed by ARCO, or in any combination
thereof as ARCO determines;
1
<PAGE> 2
(C) In units of a fund, consisting of specified equity
investments, such as common or capital stock of issuers, other than
ARCO 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 ARCO may determine;
(D) In units of a 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 ARCO 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 ARCO may determine;
(E) In units of a fund consisting of specified investments in
global issuers such as common or capital stock, other than ARCO 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 ARCO may determine;
2
<PAGE> 3
(F) In units of a fund consisting of units of the funds
described in Subparagraphs (C), (D) or (E), which shall be
approximately 45 percent of the fund described in Subparagraph (C), 40
percent of the fund described in Subparagraph D and 15 percent of the
fund described in Subparagraph (E), as ARCO determines; or
(G) The Declaration of Trust creating a commingled or common
fund with respect to which the Trust participates is deemed to be part
of this Trust Agreement to the same extent as if fully set forth at
length."
Executed this 5th day of August, 1996.
ATTEST: ATLANTIC RICHFIELD COMPANY
[SIG] By: /s/ BEVERLY L. HAMILTON
- ----------------------------- -------------------------------
BEVERLY L. HAMILTON
As named fiduciary appointed by the Board of
Directors of Atlantic Richfield Company with
power and authority to negotiate, execute
and deliver this Amendment on behalf of
Atlantic Richfield Company
ATTEST: STATE STREET BANK AND TRUST COMPANY
As Trustee for Atlantic Richfield
Capital Accumulation Plan II
[SIG] By: /s/ ROBERT HANNIGAN
- ----------------------------- -------------------------------
ROBERT HANNIGAN
VICE PRESIDENT
3
<PAGE> 1
EXHIBIT 4.6(b)
AMENDMENT NO. 1
TO
ATLANTIC RICHFIELD
CAPITAL ACCUMULATION PLAN III
TRUST AGREEMENT
-----------------------------
Pursuant to the power of amendment reserved therein, the Atlantic Richfield
Capital Accumulation Plan III Trust Agreement (the "Agreement") is hereby
amended effective as of August 5, 1996.
Paragraph 2 of the Agreement is amended to read as follows:
"2. Trustee shall have the power to hold and invest the
principal and income of the Fund in the following manner:
(A) Common Stock of Atlantic Richfield Company purchased on
the open market or from ARCO as may be directed by ARCO in accordance
with the Plan;
(B) In cash, such as deposits in interest-bearing bank
accounts, certificates of deposit, corporate or governmental
obligations maturing in not more than five (5) years, financial futures
contracts, deposits under a deposit administration or similar insurance
contract or in a commingled or common investment account or fund
established and maintained by a bank (which bank may be the Trustee),
including any fixed income commingled funds maintained by the Trustee
for qualified employee benefit accounts and the assets of which are
invested primarily in debt obligations, in similar cash accounts
managed by investment managers appointed by ARCO, or in any combination
thereof as ARCO determines;
1
<PAGE> 2
(C) In units of a fund, consisting of specified equity
investments, such as common or capital stock of issuers, other than
ARCO 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 ARCO may determine;
(D) In units of a 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 ARCO 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 ARCO may determine;
(E) In units of a fund consisting of specified investments in
global issuers such as common or capital stock, other than ARCO 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 ARCO may determine;
2
<PAGE> 3
(F) In units of a fund consisting of units of the funds
described in Subparagraphs (C), (D) or (E), which shall be
approximately 45 percent of the fund described in Subparagraph (C), 40
percent of the fund described in Subparagraph D and 15 percent of the
fund described in Subparagraph (E), as ARCO determines; or
(G) The Declaration of Trust creating a commingled or common
fund with respect to which the Trust participates is deemed to be part
of this Trust Agreement to the same extent as if fully set forth at
length."
Executed this 5th day of August, 1996.
ATTEST: ATLANTIC RICHFIELD COMPANY
[SIG] By: /s/ BEVERLY L. HAMILTON
- --------------------------- -----------------------------
BEVERLY L. HAMILTON
As named fiduciary appointed by the Board of
Directors of Atlantic Richfield Company with
power and authority to negotiate, execute
and deliver this Amendment on behalf of
Atlantic Richfield Company
ATTEST: STATE STREET BANK AND TRUST COMPANY
As Trustee for Atlantic Richfield
Capital Accumulation Plan III
[SIG] By: /s/ ROBERT HANNIGAN
- --------------------------- -----------------------------
ROBERT HANNIGAN
VICE PRESIDENT
3
<PAGE> 1
EXHIBIT 4.6(c)
AMENDMENT NO. 1
TO
ATLANTIC RICHFIELD
SAVINGS PLAN II
TRUST AGREEMENT
------------------
Pursuant to the power of amendment reserved therein, the Atlantic Richfield
Savings Plan II Trust Agreement (the "Agreement") is hereby amended effective as
of August 5, 1996.
Paragraph 2 of the Agreement is amended to read as follows:
"2. Trustee shall have the power to hold and invest the
principal and income of the Fund in the following manner:
(A) Common Stock of Atlantic Richfield Company purchased on
the open market or from ARCO as may be directed by ARCO in accordance
with the Plan;
(B) In cash, such as deposits in interest-bearing bank
accounts, certificates of deposit, corporate or governmental
obligations maturing in not more than five (5) years, financial futures
contracts, deposits under a deposit administration or similar insurance
contract or in a commingled or common investment account or fund
established and maintained by a bank (which bank may be the Trustee),
including any fixed income commingled funds maintained by the Trustee
for qualified employee benefit accounts and the assets of which are
invested primarily in debt obligations, in similar cash accounts
managed by investment managers appointed by ARCO, or in any combination
thereof as ARCO determines;
1
<PAGE> 2
(C) In units of a fund, consisting of specified equity
investments, such as common or capital stock of issuers, other than
ARCO 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 ARCO may determine;
(D) In units of a 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 ARCO 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 ARCO may determine;
(E) In units of a fund consisting of specified investments in
global issuers such as common or capital stock, other than ARCO 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 ARCO may determine;
2
<PAGE> 3
(F) In units of a fund consisting of units of the funds
described in Subparagraphs (C), (D) or (E), which shall be
approximately 45 percent of the fund described in Subparagraph (C), 40
percent of the fund described in Subparagraph D and 15 percent of the
fund described in Subparagraph (E), as ARCO determines; or
(G) The Declaration of Trust creating a commingled or common
fund with respect to which the Trust participates is deemed to be part
of this Trust Agreement to the same extent as if fully set forth at
length."
Executed this 5th day of August, 1996.
ATTEST: ATLANTIC RICHFIELD COMPANY
/SIG/ By: /s/ BEVERLY L. HAMILTON
- ----------------------------- -----------------------------
BEVERLY L. HAMILTON
As named fiduciary appointed by the Board of
Directors of Atlantic Richfield Company with
power and authority to negotiate, execute
and deliver this Amendment on behalf of
Atlantic Richfield Company
ATTEST: STATE STREET BANK AND TRUST COMPANY
As Trustee for Atlantic Richfield
Savings Plan II
/SIG/ By: /s/ ROBERT HANNIGAN
- ----------------------------- -----------------------------
ROBERT HANNIGAN
VICE PRESIDENT
3
<PAGE> 1
EXHIBIT 4.6(d)
AMENDMENT NO. 1
TO
ATLANTIC RICHFIELD
SAVINGS PLAN III
TRUST AGREEMENT
------------------
Pursuant to the power of amendment reserved therein, the Atlantic Richfield
Savings Plan III Trust Agreement (the "Agreement") is hereby amended effective
as of August 5, 1996.
Paragraph 2 of the Agreement is amended to read as follows:
"2. Trustee shall have the power to hold and invest the
principal and income of the Fund in the following manner:
(A) Common Stock of Atlantic Richfield Company purchased on
the open market or from ARCO as may be directed by ARCO in accordance
with the Plan;
(B) In cash, such as deposits in interest-bearing bank
accounts, certificates of deposit, corporate or governmental
obligations maturing in not more than five (5) years, financial futures
contracts, deposits under a deposit administration or similar insurance
contract or in a commingled or common investment account or fund
established and maintained by a bank (which bank may be the Trustee),
including any fixed income commingled funds maintained by the Trustee
for qualified employee benefit accounts and the assets of which are
invested primarily in debt obligations, in similar cash accounts
managed by investment managers appointed by ARCO, or in any combination
thereof as ARCO determines;
1
<PAGE> 2
(C) In units of a fund, consisting of specified equity
investments, such as common or capital stock of issuers, other than
ARCO 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 ARCO may determine;
(D) In units of a 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 ARCO 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 ARCO may determine;
(E) In units of a fund consisting of specified investments in
global issuers such as common or capital stock, other than ARCO 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 ARCO may determine;
2
<PAGE> 3
(F) In units of a fund consisting of units of the funds
described in Subparagraphs (C), (D) or (E), which shall be
approximately 45 percent of the fund described in Subparagraph (C), 40
percent of the fund described in Subparagraph D and 15 percent of the
fund described in Subparagraph (E), as ARCO determines; or
(G) The Declaration of Trust creating a commingled or common
fund with respect to which the Trust participates is deemed to be part
of this Trust Agreement to the same extent as if fully set forth at
length."
Executed this 5th day of August, 1996.
ATTEST: ATLANTIC RICHFIELD COMPANY
[SIG] By: /s/ BEVERLY L. HAMILTON
- ----------------------------- -----------------------------
BEVERLY L. HAMILTON
As named fiduciary appointed by the Board of
Directors of Atlantic Richfield Company with
power and authority to negotiate, execute
and deliver this Amendment on behalf of
Atlantic Richfield Company
ATTEST: STATE STREET BANK AND TRUST COMPANY
As Trustee for Atlantic Richfield
Savings Plan III
[SIG] By: /s/ ROBERT HANNIGAN
- ----------------------------- -----------------------------
ROBERT HANNIGAN
VICE PRESIDENT
3
<PAGE> 1
ARCO (LOGO) Legal EXHIBIT 5.1
515 South Flower Street
Mailing Address: Box 2679 - T.A.
Los Angeles, California 90051
Telephone 213 486 2808
Diane A. Ward
Senior Counsel -- Securities & Finance
May 7, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Registration Statement on Form S-8 (No. 333- )
Atlantic Richfield Capital Accumulation Plan II
Atlantic Richfield Capital Accumulation Plan III
Atlantic Richfield Savings Plan II
Atlantic Richfield Savings Plan III
Ladies and Gentlemen:
As Senior Counsel of Atlantic Richfield Company (the "Company"), I have reviewed
the Atlantic Richfield Capital Accumulation Plan II, the Atlantic Richfield
Capital Accumulation Plan III, the Atlantic Richfield Savings Plan II and the
Atlantic Richfield Savings Plan III, as amended through the date hereof (the
"Plans"), and have considered the proposed issuance of interests in the Plans
and the sale of shares of the Company's Common Stock, par value $2.50 per share
(the "Common Stock"), thereunder. This opinion is furnished as an exhibit to the
above-referenced Registration Statement.
Based on such examination of corporate records, documents and questions of law
as I have considered necessary, I am of the opinion that:
1. When the shares of the Common Stock are sold in the manner contemplated by
the Registration Statement, they will be legally issued, fully paid, and
non-assessable; and
2. When the interests in the Plans are issued in the manner contemplated by the
Registration Statement, they will be legally issued.
I consent to the filing of this opinion as an exhibit to the Registration
Statement referred to above and to the use of my name in the Registration
Statement under the caption "Interests of Named Experts and Counsel."
Very truly yours,
/s/ Diane A. Ward
Diane A. Ward
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
on Form S-8 (File No. 333- ), relating to the Atlantic Richfield Capital
Accumulation Plan II, the Atlantic Richfield Capital Accumulation Plan III, the
Atlantic Richfield Savings Plan II and the Atlantic Richfield Savings Plan III,
of our report dated February 12, 1997, on our audits of the financial statements
and financial statement schedule of Atlantic Richfield Company.
COOPERS & LYBRAND L.L.P.
Los Angeles, California
May 6, 1997
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Anthony G. Fernandes, Marie L. Knowles, William E. Wade, Jr., Bruce G. Whitmore,
Terry G. Dallas and Allan L. Comstock, 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 name, place and stead, in any
and all capacities, in connection with the issuance of any securities authorized
by the Board of Directors of Atlantic Richfield Company (the "Company") or by
the Executive Committee thereof pursuant to due authorization by such Board for
issuance by the Company, (1) to execute and file, or cause to be filed, with the
Securities and Exchange Commission (the "Commission"), (A) Registration
Statements and any and all amendments (including post-effective amendments)
thereto and to file, or cause to be filed, all exhibits thereto and other
documents in connection therewith as required by the Commission in connection
with such registration under the Securities Act of 1933, as amended, and (B) any
report or other document required to be filed by the Company with the Commission
pursuant to the Securities Exchange Act of 1934, as amended, (2) to execute and
file, or cause to be filed, any application for registration or exemption
therefrom, any report or any other document required to be filed by the Company
under the Blue Sky or securities laws of any of the United States, and to
furnish any other information required in connection therewith, (3) to execute
and file, or cause to be filed, any application for registration or exemption
therefrom under the securities laws of any jurisdiction outside the United
States, including any reports or other documents required to be filed subsequent
to the issuance of such securities, and (4) to execute and file, or cause to be
filed, any application for listing such securities on the New York Stock
Exchange, the Pacific Stock Exchange, the London Stock Exchange or any other
securities exchange in any other jurisdiction where any such securities are
proposed to be sold, granting to such attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act required to
be done as he or she might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents, and each of them, may
lawfully do or cause to be done by virtue of this power of attorney. Each person
whose signature appears below may at any time revoke this power of attorney as
to himself or herself only by an instrument in writing specifying that this
power of attorney is revoked as to him or her as of the date of execution of
such instrument or at a subsequent specified date. This power of attorney shall
be revoked automatically with respect to any person whose signature appears
below effective on the date he or she ceases to be a member of the Board of
Directors or an officer of the Company. Any revocation hereof shall not void or
otherwise affect any acts performed by any attorney-in-fact and agent named
herein pursuant to this power of attorney prior to the effective date of such
revocation.
Dated as of February 24, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ----------------------------------------------- --------------------------------------------
<S> <C>
/s/ MIKE R. BOWLIN Chairman of the Board,
- ----------------------------------------------- Chief Executive Officer
Mike R. Bowlin and President
Principal executive officer
/s/ ANTHONY G. FERNANDES Executive Vice President
- ----------------------------------------------- and Director
Anthony G. Fernandes
/s/ MARIE L. KNOWLES Executive Vice President,
- ----------------------------------------------- Chief Financial Officer
Marie L. Knowles and Director
Principal financial officer
</TABLE>
<PAGE> 2
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ----------------------------------------------- --------------------------------------------
<S> <C>
/s/ WILLIAM E. WADE, JR. Executive Vice President
- ----------------------------------------------- and Director
William E. Wade, Jr.
/s/ FRANK D. BOREN Director
- -----------------------------------------------
Frank D. Boren
/s/ LODWRICK M. COOK Director
- -----------------------------------------------
Lodwrick M. Cook
/s/ RICHARD H. DEIHL Director
- -----------------------------------------------
Richard H. Deihl
/s/ JOHN GAVIN Director
- -----------------------------------------------
John Gavin
/s/ HANNA H. GRAY Director
- -----------------------------------------------
Hanna H. Gray
/s/ PHILIP M. HAWLEY Director
- -----------------------------------------------
Philip M. Hawley
/s/ KENT KRESA Director
- -----------------------------------------------
Kent Kresa
/s/ DAVID T. MCLAUGHLIN Director
- -----------------------------------------------
David T. McLaughlin
/s/ JOHN B. SLAUGHTER Director
- -----------------------------------------------
John B. Slaughter
/s/ HENRY WENDT Director
- -----------------------------------------------
Henry Wendt
/s/ ALAN L. COMSTOCK Vice President and
- ----------------------------------------------- Controller
Alan L. Comstock
Principal accounting officer
</TABLE>
