<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 8, 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.)
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515 SOUTH FLOWER STREET, LOS ANGELES, CALIFORNIA 90071
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
CANYON FUEL COMPANY, LLC CAPITAL ACCUMULATION PLAN
CH-TWENTY, INC. CAPITAL ACCUMULATION PLAN
CH-TWENTY, INC. SAVINGS PLAN
(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 of
Atlantic Richfield
Company, par value
$2.50 per share, which
may be purchased or
distributed pursuant to
the Canyon Fuel
Company, LLC Capital
Accumulation Plan, the
CH-Twenty, Inc. Capital
Accumulation Plan and
the CH-Twenty, Inc.
Savings Plan........... 50,000(1) $75.00(2) $3,750,000(2) $1,136
=================================================================================================
</TABLE>
(1) This registration statement also relates to such indeterminate number of
additional shares of common stock as may be offered as a result of a stock
splits, stock dividends or similar transactions. 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 August 5, 1997, as reported on the
New York Stock Exchange Composite Tape.
================================================================================
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement is filed for the purpose of registering 50,000
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 the Canyon Fuel Company, LLC Capital Accumulation
Plan and the CH-Twenty, Inc. Capital Accumulation Plan (collectively, the
"Capital Accumulation Plans") and the CH-Twenty, Inc. Savings Plan (the "Savings
Plan"). Canyon Fuel Company and CH-Twenty, Inc. are each a subsidiary of the
Company.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant, the Capital Accumulation Plans and the Savings Plan hereby
incorporate herein by this reference, the documents listed below filed pursuant
to the Securities Exchange Act of 1934 (the "Exchange Act") with the Securities
and Exchange Commission (the "Commission") under File No. 1-1196:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996.
(b) The Company's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31 and June 30, 1997.
(c) The Company's Current Reports on Form 8-K dated March 24, March
24, March 31, April 1, June 23 and July 28, 1997.
(d) The Description of Capital Stock of the Company set forth on page
21 of the Company's Annual Report on Form 10-K for the year ended
December 31, 1996.
All documents filed by Registrant, the Capital Accumulation Plans and the
Savings Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
after the date hereof and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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 August 5, 1997, she owned directly options to purchase 1,486
shares of such stock and owned indirectly approximately 1,811 shares of Common
Stock under the Company's benefit plans.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to Section 25 of the By-Laws of the Company and to
Section 145 of the General Corporation Law of the State of Delaware as set forth
below:
Section 25 of the By-Laws of the Company provide:
(a) Right to Indemnification. Each person who was or is a party or is
threatened to be made a party to or is involved or is threatened to be
involved (as a witness or otherwise) in or otherwise requires
representation by counsel in connection with any threatened, pending or
completed action, suit or proceeding, or an inquiry that such person in
good faith believes might lead to the institution of any such action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she is or
was a director or officer of the Company or is or was serving at the
request of the Company as a director, officer, employee or agent of another
corporation or of a partnership, joint venture,
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trust or other enterprise, including service with respect to employee
benefit plans, and the basis of such proceeding is alleged action or
inaction in an official capacity or in any other capacity while serving as
such a director, officer, employee or agent, shall be indemnified and held
harmless by the Company to the fullest extent authorized by the General
Corporation Law of Delaware, as the same exists or may hereafter be amended
(but, in the case of any such amendment with reference to events occurring
prior to the effective date thereof, only to the extent that such amendment
permits the Company to provide broader indemnification rights than such law
permitted the Company to provide prior to such amendment), against all
costs, charges, expenses, liabilities and losses (including attorneys'
fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such person in connection
therewith and such indemnification shall continue as to a person who has
ceased to be a director or officer (or to serve another entity at the
request of the Company) and shall inure to the benefit of such person's
heirs, personal representatives and estate; provided, however, that, except
as provided in paragraph (b) hereof, the Company shall indemnify any such
person seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person against the Company only if such
proceeding (or part thereof) was authorized prior to its initiation by a
majority of the disinterested members of the Board of Directors of the
Company. The rights to indemnification conferred in this Section shall
include the right to be paid by the Company any expenses incurred in
defending any such proceeding in advance of its final disposition;
provided, however, that, if the General Corporation Law of Delaware
requires, payment shall be made to or on behalf of such person only upon
delivery to the Company of an undertaking, by or on behalf of such person,
to repay all amounts so advanced if it shall ultimately be determined that
such person is not entitled to be indemnified under this Section or
otherwise. The rights to indemnification conferred in this Section shall be
deemed to be a contract between the Company and each person who serves in
the capacities described above at any time while this Section is in effect.
Any repeal or modification of this Section shall not in any way diminish
any rights to indemnification of such person or the obligations of the
Company arising hereunder.
(b) Right of claimant to bring suit. If a claim under paragraph (a) of
this Section is not paid in full by the Company within sixty days after a
written claim has been received by the Company, the claimant may at any
time thereafter bring suit against the Company to recover the unpaid amount
of the claim. If successful in whole or in part, the claimant shall be
entitled to be paid also the expense of prosecuting or defending such
claim. In any action brought by the claimant to enforce a right to
indemnification hereunder or by the Company to recover payments by the
Company of expenses incurred by a claimant in a proceeding in advance of
its final disposition, the burden of proving that the claimant is not
entitled to be indemnified under this Section or otherwise shall be on the
Company. Neither the failure of the Company (including its Board of
Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification
of the claimant is proper in the circumstances because the claimant has met
the applicable standard of conduct set forth in the General Corporation Law
of Delaware, nor an actual determination by the Company (including its
Board of Directors, independent legal counsel, or its stockholders) that
the claimant has not met such applicable standard of conduct, shall create
a presumption that the claimant has not met the applicable standard of
conduct or, in the case of such an action brought by the claimant, be a
defense to the action.
(c) Non-exclusivity of rights. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Section shall not be exclusive of any
other right which any person may have or hereafter acquire under any
statute, the Company's Certificate of Incorporation, any By-Law, any
agreement, a vote of Company stockholders or of disinterested Company
directors, or otherwise, both as to action in that person's official
capacity and as to action in any other capacity by holding such office, and
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<PAGE> 4
shall continue after the person ceases to serve the Company as a director
or officer or to serve another entity at the request of the Company.
(d) Insurance. The Company may maintain insurance, at its expense, to
protect itself and any director or officer of the Company or another
corporation, partnership, joint venture, trust or other enterprise against
any expense, liability or loss, whether or not the Company would have the
power to indemnify such person against such expense, liability or loss
under the General Corporation Law of Delaware.
(e) Indemnity agreements. The Company may from time to time enter into
indemnity agreements with the persons who are members of its Board of
Directors and with such officers or other persons as the Board may
designate, such indemnity agreements to provide in substance that the
Company will indemnify such persons to the fullest extent of the provisions
of this Section 25.
(f) Indemnification of employees and agents of the Company. The
Company may, under procedures authorized from time to time by the Board of
Directors, grant rights to indemnification, and to be paid by the Company
the expenses incurred in defending any proceeding in advance of its final
disposition, to any employee or agent of the Company to the fullest extent
of the provisions of this Section 25.
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 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 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 indemnify for such expenses which the Court of
Chancery or such other court shall deem proper.
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(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 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
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
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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 has entered into or will enter into individual indemnity
agreements with each of its present and future directors and officers embodying
the provisions of Section 25 of the By-Laws.
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 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
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.
4.2 Canyon Fuel Company, LLC Capital Accumulation Plan, effective July 1, 1997, filed
as an exhibit to this registration statement.
4.3 CH-Twenty, Inc. Capital Accumulation Plan, effective July 1, 1997, filed as an
exhibit to this registration statement.
4.4 CH-Twenty, Inc. Savings Plan, effective July 1, 1997, filed as an exhibit to this
registration statement.
4.5 Form of Canyon Fuel Company, LLC Capital Accumulation Plan Trust Agreement
between Canyon Fuel Company and State Street Bank and Trust Company, as Trustee
(the "Trustee"), effective July 1, 1997, filed as an exhibit to this registration
statement.
4.6 Form of CH-Twenty, Inc. Capital Accumulation Plan Trust Agreement between
CH-Twenty, Inc. and the Trustee, effective July 1, 1997, filed as an Exhibit to
this registration statement.
4.7 Form of CH-Twenty, Inc. Savings Plan Trust Agreement between CH-Twenty, Inc. and
the Trustee, effective July 1, 1997, filed as an Exhibit to this registration
statement.
</TABLE>
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5.1 Opinion of Diane A. Ward, Esq., dated August 6, 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") each of the plans and any amendments thereto in a timely manner and will
make all changes required by the IRS in order to qualify the plans.
10 Form of Indemnity Agreement adopted by the Board of Directors of the Company on
January 26, 1987 and executed in February 1987 by the Company and each of its
directors and officers included in Exhibit A to the Company's 1987 Proxy
Statement, filed with the Commission under File No. 1-1196 and incorporated
herein by reference.
23.1 Consent of Coopers & Lybrand L.L.P., filed as an exhibit to this registration
statement.
23.2 Consent of Diane A. Ward, Esq. (included in Exhibit 5.1).
24 Power of Attorney, filed as an exhibit to this registration statement.
</TABLE>
ITEM 9. UNDERTAKINGS.
(a) Rule 415 offering.
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) (sec. 230.424(b) of this
chapter) if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
Provided, however, That paragraphs (a)(1)(i) and (a)(1)(ii) of this section
do not apply if the registration statement is on Form S-3 (sec. 239.13 of
this chapter), Form S-8 (sec. 239.16b of this chapter) or Form F-3
(sec. 239.33 of this chapter), and the information required to be included
in a post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 (the "Exchange Act") that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
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(4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any
financial statements required by sec. 210.3-19 of this chapter at the start
of any delayed offering or throughout a continuous offering. Financial
statements and information otherwise required by section 10(a)(3) of the
Securities Act need not be furnished, provided that the registrant includes
in the prospectus, by means of a post-effective amendment, financial
statements required pursuant to this paragraph (a)(4) and other information
necessary to ensure that all other information in the prospectus is at
least as current as the date of those financial statements. Notwithstanding
the foregoing, with respect to registration statements on Form F-3
(sec. 239.33 of this chapter), a post-effective amendment need not be filed
to include financial statements and information required by section
10(a)(3) of the Securities Act or sec. 210.3-19 of this chapter if such
financial statements and information are contained in periodic reports
filed with or furnished to the Commission by the registrant pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference in the Form F-3.
(b) Filings incorporating subsequent Exchange Act documents by reference.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) Request for acceleration of effective date of filing of registration
statement on Form S-8.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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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 August 6, 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>
*/S/ MIKE R. BOWLIN Chairman of the Board August 4, 1997
- ------------------------------------------ Chief Executive Officer
Mike R. Bowlin and President
Principal executive officer
*/S/ ANTHONY G. FERNANDES Executive Vice President May 5, 1997
- ------------------------------------------
Anthony G. Fernandes
*/S/ MARIE L. KNOWLES Executive Vice President May 5, 1997
- ------------------------------------------ and Chief Financial
Marie L. Knowles Officer
Principal financial officer
*/S/ WILLIAM E. WADE JR. Executive Vice President May 5, 1997
- ------------------------------------------
William E. Wade, Jr.
*/S/ MICHAEL E. WILEY Executive Vice President August 4, 1997
- ------------------------------------------
Michael E. Wiley
*/S/ FRANK D. BOREN Director May 5, 1997
- ------------------------------------------
Frank D. Boren
*/S/ LODWRICK M. COOK Director May 5, 1997
- ------------------------------------------
Lodwrick M. Cook
- ------------------------------------------ Director
Richard H. Deihl
*/S/ JOHN GAVIN Director May 5, 1997
- ------------------------------------------
John Gavin
*/S/ HANNA H. GRAY Director May 5, 1997
- ------------------------------------------
Hanna H. Gray
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<TABLE>
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SIGNATURE TITLE DATE
- ------------------------------------------ ------------------------------- ----------------
<S> <C> <C>
*/S/ KENT KRESA Director May 5, 1997
- ------------------------------------------
Kent Kresa
*/S/ DAVID T. MCLAUGHLIN Director May 5, 1997
- ------------------------------------------
David T. McLaughlin
*/S/ JOHN B. SLAUGHTER Director May 5, 1997
- ------------------------------------------
John B. Slaughter
*/S/ HENRY WENDT Director May 5, 1997
- ------------------------------------------
Henry Wendt
/s/ ALLAN L. COMSTOCK Vice President and May 5, 1997
- ------------------------------------------ Controller
Allan L. Comstock
Principal accounting officer
*By:
/s/ ALLAN L. COMSTOCK
- ------------------------------------------
Allan L. Comstock
(Attorney-in-Fact)
</TABLE>
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PLAN SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
Canyon Fuel Company, LLC Capital Accumulation Plan, the CH-Twenty, Inc. Capital
Accumulation Plan and the CH-Twenty, Inc. Savings Plan have 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 August 6,
1997.
CANYON FUEL COMPANY, LLC
CAPITAL ACCUMULATION PLAN
By: /s/ CYNTHIA L. BENGTSON
-----------------------------------------
Cynthia L. Bengtson
Secretary of the Capital Accumulation Plan
Administrative Committee
CH-TWENTY, INC. CAPITAL ACCUMULATION PLAN
By: /s/ CYNTHIA L. BENGTSON
-----------------------------------------
Cynthia L. Bengtson
Secretary of the Capital Accumulation Plan
Administrative Committee
CH-TWENTY, INC. SAVINGS PLAN
By: /s/ CYNTHIA L. BENGTSON
-----------------------------------------
Cynthia L. Bengtson
Secretary of the Savings Plan
Administrative Committee
10
<PAGE> 12
INDEX TO EXHIBITS
<TABLE>
<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 Canyon Fuel Company, LLC Capital Accumulation Plan, effective July 1,
1997, filed as an exhibit to this registration statement.
4.3 CH-Twenty, Inc. Capital Accumulation Plan, effective July 1, 1997,
filed as an exhibit to this registration statement.
4.4 CH-Twenty, Inc. Savings Plan, effective July 1, 1997, filed as an
exhibit to this registration statement.
4.5 Form of Canyon Fuel Company, LLC Capital Accumulation Plan Trust
Agreement between Canyon Fuel Company and State Street Bank and Trust
Company, as Trustee (the "Trustee"), effective July 1, 1997, filed as
an exhibit to this registration statement.
4.6 Form of CH-Twenty, Inc. Capital Accumulation Plan Trust Agreement
between CH-Twenty, Inc. and the Trustee, effective July 1, 1997,
filed as an Exhibit to this registration statement.
4.7 Form of CH-Twenty, Inc. Savings Plan Trust Agreement between
CH-Twenty, Inc. and the Trustee, effective July 1, 1997, filed as an
Exhibit to this registration statement.
5.1 Opinion of Diane A. Ward, Esq., dated August 6, 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") each of the plans and any amendments thereto in a
timely manner and will make all changes required by the IRS in order
to qualify the plans.
10 Form of Indemnity Agreement adopted by the Board of Directors of the
Company on January 26, 1987 and executed in February 1987 by the
Company and each of its directors and officers included in Exhibit A
to the Company's 1987 Proxy Statement, filed with the Commission
under File No. 1-1196 and incorporated herein by reference.
23.1 Consent of Coopers & Lybrand L.L.P., filed as an exhibit to this
registration statement.
23.2 Consent of Diane A. Ward, Esq. (included in Exhibit 5.1).
24 Power of Attorney, filed as an exhibit to this registration
statement.
</TABLE>
<PAGE> 1
EXHIBIT 4.2
CANYON FUEL COMPANY
CAPITAL ACCUMULATION PLAN
EFFECTIVE FEBRUARY 1, 1997
<PAGE> 2
CANYON FUEL COMPANY
CAPITAL ACCUMULATION PLAN
To record the adoption of the Canyon Fuel Company Capital Accumulation Plan,
effective February 1, 1997, the undersigned, being duly authorized to act on
behalf of Canyon Fuel Company has executed this plan document at Midvale, Utah
on the 29th day of January, 1997.
ATTEST: CANYON FUEL COMPANY, LLC
BY: /s/ Annette T. Kennett BY: /s/ Richard D. Pick
---------------------------- ---------------------------
Richard D. Pick
Chief Executive Officer
<PAGE> 3
CANYON FUEL COMPANY
CAPITAL ACCUMULATION PLAN
TABLE OF CONTENTS
<TABLE>
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Page No.
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INTRODUCTION ...............................................................................1
Section 1 - DEFINITION
1.1 Administrator.........................................................2
1.2 Annual Earnings.......................................................2
1.3 Capital Accumulation Plan.............................................2
1.4 Code..................................................................2
1.5 Company...............................................................2
1.6 Effective Date........................................................2
1.7 Elective Deferrals or Deferrals.......................................2
1.8 Employee..............................................................3
1.9 ERISA.................................................................3
1.10 Highly Compensated Employee...........................................3
1.11 Medical Board.........................................................5
1.12 Member................................................................5
1.13 Member's Account or Account...........................................5
1.14 Plan..................................................................6
1.15 Plan Year.............................................................6
1.16 Salary Reduction Agreement............................................6
1.17 Subsidiary............................................................6
1.18 Trustee...............................................................7
Section 2 - MEMBERSHIP - ELIGIBILITY
2.1 Membership............................................................8
2.2 Notice to Administrator...............................................8
2.3 Membership Termination................................................8
Section 3 - MEMBERS' ELECTIVE DEFERRALS
3.1 Members' Elections....................................................10
3.2 Contribution of Elective Deferrals....................................10
3.3 Annual Dollar Limitation..............................................10
3.4 Actual Deferral Percentage Tests......................................11
3.5 Return of Elective Deferrals to Members...............................12
3.6 Section 415 Limitations...............................................13
3.7 Make-up Elective Deferrals............................................14
</TABLE>
i
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<TABLE>
<CAPTION>
<S> <C> <C> <C>
Section 4 - INVESTMENT OF MEMBER'S ACCOUNTS
4.1 Members' Accounts.....................................................15
4.2 Investment of Elective Deferrals and Transferred Amounts..............15
4.3 Funds Invested in the Money Market Fund...............................17
4.4 Sale and Reinvestment of Equity Fund, Bond Fund,
International Equity Fund or Balanced Fund Units...................18
4.5 Directives............................................................19
4.6 Title of Investments..................................................19
4.7 Allocation of Trust Earnings and Valuation of Trust Investments.......19
4.8 Purchase and Redemption of the Equity Fund, Bond Fund,
International Equity Fund and Balanced Fund Units..................19
4.9 Voting of the Money Market Fund, Equity Fund, Bond Fund
and International Equity Fund Investments..........................22
4.10 Investment Advisory Fees..............................................22
Section 5 - WITHDRAWALS DURING EMPLOYMENT DUE TO FINANCIAL HARDSHIP
5.1 Application for Withdrawal............................................23
5.2 Basis for Withdrawal..................................................23
5.3 Payment of Withdrawal.................................................24
5.4 Condition to Receipt of Withdrawal....................................24
Section 6 - PAYMENTS ON TERMINATION OF COMPANY EMPLOYMENT, DIVORCE
OR OTHER REASONS
6.1 Termination of Employment ............................................26
6.2 Death.................................................................27
6.3 Disability............................................................28
6.4 Divorce...............................................................29
6.5 Rollover..............................................................29
6.6 Notice................................................................30
6.7 Distributions.........................................................30
6.8 Distribution of Benefits..............................................30
Section 7 - CAPITAL ACCUMULATION ADMINISTRATIVE COMMITTEE
7.1 Capital Accumulation Plan Administrative Committee....................31
7.2 Rules of Conduct......................................................31
7.3 Legal, Accounting, Clerical...........................................31
7.4 Interpretation of Provisions..........................................31
7.5 Records of Administration.............................................32
7.6 Claims for Benefits...................................................32
7.7 Liability of Committee................................................34
7.8 Medical Board.........................................................34
7.9 Unlocated Member......................................................34
7.10 Legal Representative..................................................35
</TABLE>
ii
<PAGE> 5
<TABLE>
<CAPTION>
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Section 8 - AMENDMENTS, DISCONTINUANCE, LIABILITIES
8.1 Amendment of Plan.....................................................36
8.2 Termination...........................................................36
8.3 Liability of Company..................................................36
Section 9 - MISCELLANEOUS
9.1 Employment............................................................37
9.2 Benefits Not Assignable...............................................37
9.3 Discharge of Liability................................................37
9.4 Governing Law.........................................................37
9.5 Limitation on Mergers.................................................37
9.6 Delegation of Fiduciary or Administrative Responsibilities............38
9.7 Named Fiduciary.......................................................38
Section 10 - TOP HEAVY PROVISIONS
10.1 Definitions...........................................................39
10.2 Minimum Allocation....................................................43
10.3 ......................................................................45
10.4 ......................................................................45
10.5 ......................................................................45
10.6 ......................................................................45
Section 11 - LOANS TO MEMBERS
11.1 General ..............................................................46
11.2 Eligibility............................................................46
11.3 Loan Amount............................................................46
11.4 Frequency..............................................................47
11.5 Interest Rate..........................................................47
11.6 Security...............................................................48
11.7 Funding of the Loan....................................................48
11.8 Repayment of the Loan..................................................48
11.9 Deemed Distribution....................................................49
11.10 Default................................................................50
Section 12 - TRANSFERS FROM OTHER PLANS
12.1 Transfers from Other Qualified Plans...................................51
12.2 Transfers from Individual Retirement Accounts..........................51
12.3 Participation..........................................................52
12.4 Administration.........................................................52
</TABLE>
iii
<PAGE> 6
CANYON FUEL COMPANY
CAPITAL ACCUMULATION PLAN
INTRODUCTION
This Plan is intended to qualify as a Profit Sharing Plan under Section 401(a)
of the Internal Revenue Code of 1986, as amended, and as a Qualified Cash or
Deferred Arrangement under Section 401(k) of the Code. The Plan is effective
February 1, 1997.
1
<PAGE> 7
SECTION 1
DEFINITIONS
1.1 "Administrator" means the Capital Accumulation Plan Administrative
Committee.
1.2 "Annual Earnings" or "Earnings" means:
The annual, actual wages or salary paid to a Member for the Member's
personal service, including the amount of any salary reduction pursuant
to Section 125 and Section 401(k) of the Code, as amended, but excluding
extra pay such as overtime, premiums, bonuses, living or other
allowances. Annual Earnings or Earnings shall not exceed $160,000 as
adjusted each Plan Year by the Secretary of Treasury or the Secretary's
delegate, at the same time and in the same manner as under Section
415(d) of the Code.
1.3 "Capital Accumulation Plan Administrative Committee" means the committee
provided for in Section 7 of this Plan.
1.4 "Code" means the Internal Revenue Code of 1986, as amended.
1.5 "Company" means Canyon Fuel Company, LLC and such of its Subsidiaries or
Affiliates whose Employees are included in this Plan upon authorization
of the Management Board of Canyon Fuel Company, LLC and adoption of this
Plan by the Board of Directors of such authorized Subsidiary or
Affiliate.
1.6 "Effective Date" means the effective date of the Plan which is February
1, 1997.
1.7 "Elective Deferrals" or "Deferrals" means reductions pursuant to a
Salary Reduction Agreement from one percent through 17 percent, of a
Member's Annual Earnings, which amounts are transferred by the Company
to the Trustee of the Plan.
2
<PAGE> 8
1.8 "Employee" means any regular employee of the Company, excluding:
(a) Employees not employed on a regular basis such as Casual
Employees, Temporary Employees, Project Employees, Seasonal
Employees and Leased Employees, as defined under the Company's
Employment Status Classification Policy;
(b) Employees represented by any collective bargaining agent which
has not negotiated the benefits of this Plan; and
(c) Any division or group of employees which is expressly excluded
from eligibility for this Plan by action of the Management Board
of the Company or, in the case of a Subsidiary or Affiliate,
action by the Board of Directors of the Subsidiary or Affiliate
by which such employees are paid.
1.9 "ERISA" means the Employee Retirement Income Security Act of 1974.
1.10 "Highly Compensated Employee" means:
(a) Any employee who performs service during the determination year
and is described in one or more of the following groups:
(i) An employee who is a five percent owner, as defined in
Section 416(i)(1) of the Code, at any time during the
determination year or the look-back year, as defined
below; or
(ii) An employee who receives compensation in excess of
$80,000, as adjusted pursuant to Section 415(d) of the
Code for Plan Years commencing after December 31, 1997,
during the look-back year
3
<PAGE> 9
and, at the election of the Administrator, is a member
of the top-paid group, as defined below, for the
look-back year;
(b) For purposes of the definition of Highly Compensated Employee
the following will apply:
(i) The determination year is the Plan Year for which the
determination of who is highly compensated is being
made; or if the Company makes the election pursuant to
Treas. Reg. 1.414(q)-IT Q&A-14(b), the period by which
the determination year extends beyond the calendar year
referred to in Subparagraph 1.10(b)(ii).
(ii) The look-back year is the 12-month period immediately
preceding the determination year, or if the Company
makes the election pursuant to Treas. Reg. 1.414(q)-IT
Q&A-14(b), the calendar year ending with or within the
determination year.
(iii) The top-paid group consists of the top 20 percent of
employees ranked on the basis of compensation received
during the year. For purposes of determining the number
of employees in the top paid group, employees who have
not completed six months of service by the end of the
Plan Year (including service in the immediately
preceding Plan Year); who normally work less than 17-1/2
hours per week; who work less than six months during any
year; who are nonresident aliens with no income from
sources within the United States or who have not had
their 21st birthday by the end of the Plan Year shall be
included.
(iv) Employers aggregated under Section 414(b), (c), (m), or
(o) of the Code are treated as a single employer.
4
<PAGE> 10
(v) Compensation, for purposes of this Paragraph 1.10 means
compensation within the meaning of Section 415(c)(3) of
the Code without regard to Section 125, Section
402(e)(3) and Section 402(h)(1)(B) of the Code.
(c) A former employee who has a separation year prior to the
determination year and who was a highly compensated active
employee for either (i) such employee's separation year, or (ii)
any determination year ending on or after the employee's 55th
birthday will be a Highly Compensated Employee. Generally, a
separation year is the determination year the employee separates
from service.
(d) If elected by Canyon Fuel Company, LLC, Subparagraph 1.10(a)
shall be modified by substituting the simplified method pursuant
to Section 4 of Rev. Proc. 93-42, in which case the Highly
Compensated Employees shall be determined under Subparagraph
1.10(a) on the basis of the look-back year and determination
year, or the determination year only, taking into account all
employees employed during such year.
1.11 "Medical Board" means the board of physicians provided for in Paragraph
7.8.
1.12 "Member" means an Employee who has qualified for membership in
accordance with the requirements of this Plan and whose membership has
not terminated pursuant to Paragraph 2.3.
1.13 "Member's Account" or "Account" means a separate account maintained by
the Trustee for each Member consisting of the Member's Elective
Deferrals and transfers pursuant to Section 12 of the Plan, as adjusted
for earnings and withdrawals, and realized and unrealized gains and
losses attributable thereto.
5
<PAGE> 11
1.14 "Plan" means the Canyon Fuel Company Capital Accumulation Plan as set
forth herein, and any amendments thereto.
1.15 "Plan Year" means the period commencing on July 1 of each calendar year
and ending on June 30 of the immediately following calendar year;
provided, however, that the first Plan Year shall be the period from
February 1, 1997 to June 30, 1997.
1.16 "Salary Reduction Agreement" means an agreement entered into between the
Member and the Company, and by which the Member agrees to accept a
reduction in Earnings from the Company equal to any whole (or fractions,
as required by adjustments under Paragraph 3.3) percentage, per payroll
period, not to exceed 17 percent. This agreement shall apply to each
payroll period during the period it is in effect in which the Member
receives Earnings. In consideration of such agreement, the Company will
transfer to the Member's Account the amount of the Elective Deferral at
the time that regular salary payments are made to its Employees.
1.17 "Subsidiary" or "Affiliate" means:
(a) All corporations which are members of a controlled group of
corporations within the meaning of Section 1563(a) of the Code
[determined without regard to Section 1563(a)(4) and
Section 1563(e)(3)(C) of said Code] and of which Canyon Fuel
Company, LLC is then a member. For purposes of Paragraph 2.1 and
Subparagraphs 2.3(c), 3.3(c), 4.8(c) and 5.4(a), Subsidiary or
Affiliate shall include Atlantic Richfield Company and its
Subsidiaries or Affiliates; and
(b) All trades or businesses, whether or not incorporated, which,
under the regulations prescribed by the Secretary of the
Treasury pursuant to Section 210(d) of ERISA or Section 414(c)
of the Code, are then under common control with Canyon Fuel
Company, or with respect to the last sentence of
6
<PAGE> 12
Subparagraph 1.18(a), Atlantic Richfield Company and its
Subsidiaries or Affiliates.
1.18 "Trustee" means the persons or corporations, or both, designated by
agreement of trust between them and Canyon Fuel Company, LLC to hold
Deferrals of Members, transfers pursuant to Section 12 investments
thereof and earnings thereon. The duties and responsibilities of the
Trustee shall be those set forth in the trust agreement.
7
<PAGE> 13
SECTION 2
MEMBERSHIP - ELIGIBILITY
2.1 Membership
(a) An Employee may become a Member on the Employee's date of
employment.
(b) To become a Member, an Employee must enter into a Salary
Reduction Agreement in accordance with Section 3.
Notwithstanding anything in this Paragraph 2.1 to the contrary,
an Employee may not become a Member of the Plan while the
Employee is a member of a Capital Accumulation or Savings Plan
of a Subsidiary or Affiliate.
2.2 Notice to Administrator
The Company shall advise the Administrator as to the date an Employee
becomes a Member. In the event that any question arises as to the
eligibility of any Employee, the decision of the Administrator as to
such Employee's eligibility shall be binding upon the Company, the
Employees, the Members, the beneficiaries, and any and all other persons
having or claiming any interest hereunder.
2.3 Membership Termination
(a) An Employee's membership shall terminate upon:
(i) Death, disability, dismissal, retirement or termination
of employment for any other reason;
(ii) Continuation of a Participant's employment with an
acquiring employer in conjunction with a sale to the
acquiring employer of substantially all of the assets
used by the Company or any
8
<PAGE> 14
Subsidiary or Affiliate in a trade or business which
such entity conducts; or
(iii) A disposition of the Company's interest in a Subsidiary
or Affiliate when the Participant continues employment
with such Subsidiary or Affiliate.
(b) A Member may not voluntarily terminate membership in this Plan
during active employment with the Company.
(c) If a Member transfers to a Subsidiary or Affiliate which is not
participating in this Plan, or to an employment classification
excluded from Plan participation, the Member's Account shall not
be distributed until the Member has terminated employment with
Canyon Fuel Company, LLC or all of its Subsidiaries or
Affiliates or is involved in a sale described in Subparagraph
2.3(a)(ii) or (iii).
9
<PAGE> 15
SECTION 3
MEMBERS' ELECTIVE DEFERRALS
3.1 Members' Elections
An Employee may enter into a Salary Reduction Agreement with the Company
providing for withholding of Elective Deferrals from each of the
Member's regular paychecks at a rate of one percent to 17 percent of the
Member's Earnings, in whole percentages, except as required under
Paragraph 3.3 or 3.4. A Salary Reduction Agreement shall remain in
effect until changed by the Member.
A Member's election shall be made in the manner prescribed by the
Administrator. A Member may change the Member's election with respect to
the Member's rate of future contributions at any time by giving notice
in such manner as is prescribed by the Administrator. Such changes shall
be effective as of the payroll period beginning after the date of
receipt of such notice by the Administrator.
The Company may limit or reduce its Salary Reduction Agreement with any
Member at any time, on a nondiscriminatory basis, to the extent
necessary to ensure compliance with the limitations of Paragraph 3.3 or
3.4.
3.2 Contribution of Elective Deferrals
The Company shall pay to the Trustee on behalf of each Member the
Deferrals elected by the Member. Elective Deferrals shall be paid to the
Trustee in cash.
3.3 Annual Dollar Limitation
(a) A Member's Elective Deferrals for a calendar year, when
considered together with the amount of salary reduction elected
by the Member under any other plan meeting the requirement of
Section 401(k) of the Code, may not exceed $9,500, as adjusted
pursuant to Code Section 415(d) for Plan years commencing after
December 31, 1997.
10
<PAGE> 16
(b) Once a Member's Elective Deferrals reach the limitation
described in Subparagraph 3.3(a), all subsequent deferrals will
be suspended for the remainder of the calendar year. Elective
Deferrals will automatically resume on the following January 1.
Unless the Member elects to change the Elective Deferral percent
according to Paragraph 3.1, Elective Deferrals will resume at
the rate in effect on the suspension date.
(c) If a Member notifies the Administrator on or before March 31
after the close of a calendar year that the Member's total
Elective Deferrals (within the meaning of Section 402(g)(3) of
the Code) for such calendar year exceed the limitation of
Subparagraph 3.3(a), the Administrator shall direct that such
excess Elective Deferrals, plus any income and minus any loss
allocable thereto for the calendar year, be distributed no later
than the April 15 following notification to the Administrator. A
Member is deemed to notify the Administrator of Elective
Deferrals in excess of the limitation in Subparagraph 3.3(a)
that arise by taking into account those Elective Deferrals made
to the Plan or to any other Plan of the Company or a Subsidiary
or Affiliate.
(d) For purposes of Subparagraph 3.3(c), gain or loss allocable to
excess Elective Deferrals shall be computed under the method
used by the Plan to allocate gains and losses.
3.4 Actual Deferral Percentage Tests
The Plan shall comply with the requirements of Section 401(k)(3) of the
Code and the regulations thereunder, including Treas. Reg.
1.401(k)-1(b), which provisions are incorporated herein by this
reference.
11
<PAGE> 17
3.5 Return of Elective Deferrals to Members
(a) If the Administrator determines pursuant to Paragraph 3.4, that
a Member is not eligible to defer any or all amounts elected
under Paragraph 3.1, the Administrator may elect, in its
discretion, to pursue any of the following steps or any
combination of them:
(i) The Administrator may authorize a suspension or
reduction of Elective Deferrals made under Paragraph 3.1
by authorizing a suspension or reduction of deferrals
above a specific dollar amount or percent of
compensation; or
(ii) The Administrator may reduce the Elective Deferrals of
Highly Compensated Employees to the percent necessary to
meet the requirements of Paragraph 3.4. The reduction
will be accomplished by reducing the Elective Deferrals
of Highly Compensated Employees in order of their
Elective Deferral amounts beginning with the Members
having the highest dollar amount of Elective Deferrals
until a requirement of Paragraph 3.4 is met. The amounts
reduced, together with gain or loss allocable thereto
for the Plan Year, will be paid to affected Members by
the end of the following Plan Year.
(b) Gain or loss, for purposes of Subparagraph 3.5(a) allocated to
excess contributions shall be computed under the method used by
the Plan to allocate gains and losses.
(c) Amounts distributable under Subparagraph 3.5(a) will be reduced
by excess deferrals previously distributed because the limit
under Paragraph 3.3 was exceeded.
12
<PAGE> 18
(d) This Paragraph 3.5 will be applied after taking into account any
reduction in, or repayment, of Elective Deferrals under
Paragraphs 3.3 and 4.6.
3.6 Section 415 Limitations
(a) In addition to other limitations set forth in the Plan and
notwithstanding any other provisions of the Plan, "annual
additions" made to this Plan (and all other defined contribution
plans required to be aggregated with the Plan under the
provisions of Section 415 of the Code) shall not exceed an
amount in excess of the limit set forth in such section of the
Code. For purposes of calculating such limit under Section 415
of the Code, the "limitation year" shall be the calendar year.
Deferrals in excess of the actual deferral percent test of
Section 3.4 are considered annual additions even if corrected
through distribution.
(b) If the limitations described in Section 415(c) of the Code are
exceeded for a Member for a limitation year, the excess will be
eliminated as follows:
(i) Provisions of any other defined contribution plans
established by the Company or a Subsidiary or Affiliate
which have caused the limits to be exceeded will be
applied; provided, however, that if such other Plan is
described in Section 401(k) of the Code, the provisions
of the Plan in which the Member is active as of the last
day of the limitation year shall be applied before the
provisions of the Plan in which the Member is inactive.
(ii) Amounts attributable to after tax contributions made by
the Member to any other plan maintained by the Company
or any Subsidiary or Affiliate shall be paid to the
Member.
13
<PAGE> 19
(iii) Amounts attributable to Elective Deferrals made by a
Member to the Plan (or any other plan maintained by the
Company or a Subsidiary or Affiliate) shall be paid to
the Member.
(iv) The excess, if any, will be held unallocated in a
suspense account. The suspense account will be applied
to reduce contributions for remaining Members in the
limitation year, and each succeeding limitation year, if
necessary. If a suspense account is in existence at any
time during the limitation year pursuant to this
subparagraph, it will not participate in the allocation
of the investment gains and losses.
(c) If the limitations described in Section 415(e) of the Code are
exceeded for a Member for a limitation year, the excess will be
eliminated by applying the provisions of the defined benefit
plan in which the Member participates.
3.7 Make-Up Elective Deferrals
Notwithstanding any provisions of the Plan to the contrary, Elective
Deferrals with respect to qualified military service may be made in
accordance with Section 414(u) of the Code.
14
<PAGE> 20
SECTION 4
INVESTMENT OF MEMBER'S ACCOUNTS
4.1 Members' Accounts
The Administrator shall establish and maintain an Account in the name of
each Member. Separate records shall be maintained with respect to the
portion of a Member's Account attributable to Elective Deferrals under
Section 3 and transferred amounts under Section 12, and earnings
thereon.
4.2 Investment of Elective Deferrals and Transferred Amounts
Upon receipt of a Member's Elective Deferrals and transferred amounts
under Section 12 the Trustee shall invest such amounts among the
following investment alternatives, in the proportion indicated by the
Member in his or her investment directions provided to the
Administrator:
(a) In the Money Market Fund, consisting of specified types of fixed
income investments such as deposits in interest-bearing bank
accounts, certificates of deposit, corporate or governmental
obligations maturing in not more than five years, financial
futures contracts, deposits under a deposit administration or
similar contract issued by an insurance company or in a
commingled or common investment account or fund established and
maintained by an investment advisor or a bank (which bank may be
the Trustee) and the assets of which are invested primarily in
debt obligations, or in any combination thereof as Canyon Fuel
Company, LLC or a delegate thereof may determine;
(b) In the Equity Fund, consisting of specified equity investments
such as common or capital stock of issuers (other than the
Company, Atlantic Richfield Company, their Subsidiaries or
Affiliates, or Lyondell Petrochemical Company or any of its
Subsidiaries or Affiliates), bonds,
15
<PAGE> 21
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 Canyon Fuel Company, LLC or a delegate
thereof may determine;
(c) In the Bond Fund, consisting of specified types of fixed income
investments, such as public obligations of the United States or
foreign governments or their agencies, securitized financing or
corporate bonds of issuers (other than the Company, Atlantic
Richfield Company, their Subsidiaries or Affiliates, or Lyondell
Petrochemical Company or any of its Subsidiaries or Affiliates),
debentures, financial futures contracts, interests in any
commingled or common fixed income fund established and
maintained by an investment advisor or bank (which bank may be
the Trustee), interests in any mutual fund or other similar
types of fixed income investments and cash equivalent short-term
investments, or in any combination thereof as Canyon Fuel
Company, LLC or a delegate thereof may determine;
(d) In the International Equity Fund consisting of specified
investments in global issuers such as common or capital stock
(other than common or capital stock of the Company, Atlantic
Richfield Company, their Subsidiaries or Affiliates, or Lyondell
Petrochemical Company or any of its Subsidiaries or Affiliates),
preferred stocks, securities convertible into common or capital
stock of such issuers, financial futures contracts, currency
futures or options, forward currency contracts, interests in any
commingled or common equity fund established and maintained by
an investment advisor or a bank (which bank may be the Trustee),
interests in any mutual fund or other similar types of equity
investments and cash equivalent investments,
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or similar investments or in any combination thereof as Canyon
Fuel Company, LLC or a delegate thereof may determine; or
(e) In the Balanced Fund consisting of units of the Equity Fund, the
International Equity Fund and the Bond Fund. The weighing of the
Balanced Fund shall be approximately 45 percent Equity Fund, 15
percent International Equity Fund and 40 percent Bond Fund.
A Member's directions as to the initial investment of his or her
Elective Deferrals shall be provided in such manner as is prescribed by
the Administrator. Such directions shall remain in effect until new
directions are provided to the Administrator by the Member. A Member may
change the direction as to the initial investment of his or her Elective
Deferrals at any time by providing notice in such manner as may be
prescribed by the Administrator. Any change of investment directions
shall be effective with respect to Elective Deferrals paid to the
Trustee for pay periods beginning after the notice is received by the
Administrator.
4.3 Funds Invested in the Money Market Fund
(a) There shall be invested in the Money Market Fund:
(i) Amounts which a Member elects to have so invested under
Subparagraph 4.2(a); and
(ii) On an interim basis, amounts being accumulated in a
Member's Account for investment under Subparagraphs
4.2(b), (c), (d) and (e).
(b) Subject to the requirement of Subparagraph 4.4(b), a Member may
direct, once during each 15-calendar-day period, that funds
invested in the Money Market Fund under Subparagraph 4.2(a) be
invested in any of the other permitted alternatives; provided,
that (i) only one direction whether made
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solely under this subparagraph, or in combination with a
direction under Paragraph 4.4, may be made during a
15-calendar-day period and (ii) a direction under this
subparagraph may not be made earlier than seven days following
(A) the date of receipt by the Administrator of a Member's
application to make a withdrawal under Section 5, (B) the date a
loan application is made under Section 11, or (C) the date a
loan repayment is made under Subparagraph 11.8(c)(i).
(c) Interest shall be allocated on a monthly basis to funds held for
a Member in the Money Market Fund as of the last day of a
calendar month. However, such allocation shall not be made with
respect to funds resulting from a conversion to cash of Equity
Fund, Bond Fund, International Equity Fund or Balanced Fund
units which occurred in the calendar month in which allocation
of interest is made.
4.4 Sale and Reinvestment of Equity Fund, Bond Fund, International Equity
Fund, or Balanced Fund Units
(a) A Member may direct that units of the Equity Fund, Bond Fund,
International Equity Fund and/or Balanced Fund held in the
Member's Account be converted to cash and the proceeds thereof,
less any applicable expenses of sale, be invested in a different
option described in Paragraph 4.2; provided, that (i) only one
direction, whether made solely under this subparagraph, or in
combination with a direction under Paragraph 4.3, may be made
during a 15-calendar-day period and (ii) a direction under this
subparagraph may not be made earlier than seven calendar days
following (A) the date of receipt by the Administrator of a
Member's application to make a withdrawal under Section 5, (B)
the date a loan application is made under Section 11, or (C) the
date a loan repayment is made under Subparagraph 11.8(c)(i).
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(b) Proceeds of the conversion of units of the Equity Fund, Bond
Fund, International Equity Fund or Balanced Fund to cash may not
be reinvested in the Equity Fund, Bond Fund, International
Equity Fund or Balanced Fund, as the case may be, until 15
calendar days after the date of such conversion.
4.5 Directives
All elections and directions by Members concerning the investment of
their Accounts shall be made in the manner prescribed by the
Administrator, shall be irrevocable and shall become effective upon
receipt by the Administrator.
4.6 Title of Investments
All investments will be held in the name of the Trustee or its nominees.
4.7 Allocation of Trust Earnings and Valuation of Trust Investments
On the last day of each month, all income attributable to the Money
Market Fund shall be allocated to the Member's Account in the ratio that
each Member's Money Market Fund Account balance bears to such account
balance of all such Members. For the purpose of determining such
allocation, the Money Market Fund shall be valued at fair market value.
4.8 Purchase and Redemption of the Equity Fund, Bond Fund, International
Equity Fund and Balanced Fund Units
Purchase and redemption of the Equity Fund, Bond Fund, International
Equity Fund and Balanced Fund units shall be handled in accordance with
the following rules and such additional procedures, consistent with such
rules, as the Administrator may establish from time to time:
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(a) Units of the Equity Fund, Bond Fund, International Equity Fund
and Balanced Fund shall be purchased or redeemed, pursuant to
Member directions under Paragraph 4.4, on each Wednesday and
Friday, covering all Member directives received by the
Administrator by such time as determined by the Administrator,
and communicated to Members, on the preceding Company business
day, except that if a Wednesday or Friday is an Atlantic
Richfield Company holiday or a day on which trading on the New
York Stock Exchange is closed, the purchase or redemption will
be executed on the next day (a Wednesday or Friday) on which the
Plan executes a transaction under this Subparagraph 4.8(a).
(b) If an unforeseeable administrative difficulty prevents the
execution of a transaction under Subparagraph 4.8(a), otherwise
scheduled on a Wednesday or Friday, such transaction will be
executed on the first business day thereafter which does not
fall within one of the two exceptions in Subparagraph 4.8(a).
(c) The Administrator may, in its discretion, combine the purchase
and redemption orders scheduled for a Wednesday or Friday and
transact the net purchase or sale orders, whichever the case may
be. The Administrator may also agree with the Administrator of
one or more individual account plans [as described in Section
3(34) of ERISA, and which is maintained by the Company or its
Subsidiaries or Affiliates, and provides for the same purchase
and redemption procedure described in Subparagraph 4.8(a)], to
combine orders from all of the plans and execute a "net"
transaction.
(d) When units of the Equity Fund, Bond Fund, International Equity
Fund and Balanced Fund are purchased or redeemed, the cost or
net proceeds charged or credited to the Accounts of Members
affected by such purchase or redemption shall be determined on
an equitable basis in accordance with
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rules to be adopted by the Administrator, which are consistent
with the rules described in this section, and incorporate the
following principles:
(i) The net proceeds of any such redemption of fund units in
a Member's Account shall be credited to such Member's
Account.
(ii) The cost of any such purchase of fund units for a
Member's Account shall be charged to such Member's
Account.
(iii) The net proceeds and cost of fund units shall be based
on the net asset value of such units determined on the
valuation date next following the date the purchase or
redemption order is received by the Administrator. The
valuation date shall be determined by the Administrator
and shall occur on at least a weekly basis. The net
asset value of fund units will be calculated by dividing
the difference between the value of the fund assets and
fund liabilities by the number of units outstanding with
respect to each fund.
(iv) Brokerage commissions, transfer fees and other expenses
actually incurred in any such purchase or redemption
shall be added to the cost or subtracted from the gross
proceeds, of any such purchase or redemption,
respectively.
(e) Income earned by the Equity Fund, Bond Fund and International
Equity Fund shall automatically be reinvested in the Equity
Fund, Bond Fund and International Equity Fund, as the case may
be. Income, gains and losses shall be reflected in the net asset
value of the units of the Equity Fund, Bond Fund and
International Equity Fund.
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4.9 Voting of the Money Market Fund, Equity Fund, Bond Fund and
International Equity Fund Investments
The Trustee, in accordance with the Trust Agreement, shall exercise all
voting and other rights associated with any investments held in the
Money Market Fund, Equity Fund, Bond Fund and International Equity Fund.
4.10 Investment Advisory Fees
The investment advisory fees, if any, incurred for management of the
Money Market Fund, Equity Fund, Bond Fund, International Equity Fund and
Balanced Fund are charged to each respective fund.
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SECTION 5
WITHDRAWALS DURING EMPLOYMENT DUE TO FINANCIAL HARDSHIP
5.1 Application for Withdrawal
A Member, other than a Member awaiting a deferred distribution, may at
any time request the Member's Elective Deferrals (but not the earnings
thereon) be paid to the Member due to financial hardship, provided that
no more than one hardship withdrawal may be granted during each
six-month period. The request must be made to the Administrator at such
time and in such manner prescribed by the Administrator and shall
include such documentation and/or written explanation requested by the
Administrator.
5.2 Basis for Withdrawal
The Administrator shall authorize a withdrawal on account of financial
hardship only upon making a written determination that the withdrawal
does not exceed the amount of the immediate and heavy financial need of
the Member and that the withdrawal is based on the need for funds under
one or more of the five following circumstances:
(a) The payment of unreimbursable medical expenses described in
Section 213(d) of the Code previously incurred by the Employee,
the Employee's spouse, or any dependents of the Employee (as
defined in Section 152 of the Code) or necessary for these
persons to obtain medical care;
(b) The payment of all or a portion of the purchase price (excluding
mortgage payments) of a principal residence of the Member;
(c) The payment of tuition and related educational expenses for the
next 12 months of post-secondary education for the Member, his
or her spouse, children or dependents, as defined in Code
Section 152;
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(d) The need to prevent the eviction of the Member from his or her
principal residence or foreclosure on the mortgage of the
Member's principal residence; and
(e) The need to satisfy a judgment of a federal, state or local
court against the Member (such withdrawal will be permitted only
if a written determination is made that such withdrawal is
necessary in light of immediate and heavy financial need of the
Member).
5.3 Payment of Withdrawal
(a) A hardship withdrawal shall be paid in a single payment to the
Member within 60 days following the Administrator's favorable
determination.
(b) A hardship withdrawal shall not cause a termination of
Membership in the Plan.
(c) To the extent permitted by the Code or regulations thereunder, a
Member may elect, at a time and in the manner prescribed by the
Administrator, to have all or a portion of a hardship withdrawal
made payable to an eligible retirement plan. An eligible
retirement plan is an individual retirement account or annuity
described in Section 408(a) or (b) of the Code, an annuity plan
described in Section 403(a) of the Code or a qualified trust
described in Section 401(a) of the Code that accepts the deposit
of such withdrawal.
5.4 Condition to Receipt of Withdrawal
As a condition to receiving the withdrawal:
(a) The Member must have obtained all distributions and all
nontaxable loans available as of the date of the withdrawal
under this Plan and any other employee benefit plan maintained
by the Company and any Subsidiary or Affiliate; and
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(b) The Member may not make Elective Deferrals during the remainder
of the Member's taxable year or the taxable year immediately
following the taxable year in which the hardship distribution is
made.
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SECTION 6
PAYMENTS ON TERMINATION OF COMPANY
EMPLOYMENT, DIVORCE OR OTHER REASONS
6.1 Termination of Employment
(a) If a Member's membership in the Plan is terminated due to
disability, termination of employment for any other reason
except death, or as the result of a sale described in
Subparagraphs 2.4(a)(ii) or (iii), the Member may receive all
items in the Member's Account. Each Member shall be fully vested
at all times in all items in the Member's Account, whether the
same be derived from Elective Deferrals or transferred amounts,
or earnings thereon.
(b) Upon the election of the Member who has terminated employment,
all items in a Member's Account shall be distributed to the
Member. With respect to a Member who does not request a
distribution and whose Account balance exceeds $3,500:
(i) Notwithstanding anything to the contrary in this
Paragraph 6.1 and subject to the provisions of Paragraph
6.7, a Member's Account shall be distributed no later
than age 65, or, if later, 12 months following
termination of membership under Subparagraph 6.1(a);
(ii) In the case of the Member's death prior to final
distribution, the Member's Account shall be distributed
in accordance with Paragraph 6.2 of the Plan; and
(iii) No loans or hardship withdrawals may be taken following
termination of employment or disability.
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(c) Notwithstanding anything to the contrary in this Paragraph 6.1,
all items in the Account of a Member who has terminated
employment, and whose Account balance is $3,500 or less, shall
be distributed 12 months following the Member's termination of
membership, unless the Member elects an earlier distribution
date.
(d) Notwithstanding anything in the Plan to the contrary, when a
Member elects to receive all items in the Member's Account and,
in conjunction therewith, directs that items in his or her
Account be converted pursuant to Paragraph 4.4, the conversion
shall be transacted on the first transaction date under the Plan
following the Administrator's receipt of a request for
distribution.
6.2 Death
(a) If a Member dies, or a former Member dies while awaiting receipt
of a distribution pursuant to Paragraph 6.1, and it is
established to the Plan's satisfaction that the consent required
under Subparagraph 6.2(c), either has been obtained or was not
obtainable, all items in the Member's or former Member's Account
shall be paid to the beneficiary or beneficiaries most recently
designated by the Member or former Member in such manner as
prescribed by the Administrator. Such payment shall be made no
later than 90 days following the close of the Plan Year in which
the Plan receives certification of the Member's death. If no
such designation shall have been made, or if all designated
beneficiaries should die before the Member or former Member,
payment shall be made to the Member's or former Member's estate.
(b) Except as provided in Subparagraph 6.2(c), if a Member or former
Member is survived by a spouse, all items in the Member's or
former Member's Account shall be paid to the Member's spouse.
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(c) If a Member or former Member is survived by a spouse, all items
in a Member's or former Member's Account shall be paid to the
beneficiary or beneficiaries most recently designated by the
Member or former Member in such manner as prescribed by the
Administrator; provided, (i) the surviving spouse of the Member
or former Member has irrevocably consented in writing to the
designation of the specific beneficiary or beneficiaries, which
designation may not be changed without spousal consent (or the
spouse expressly permits designations by the Member or former
Member without any further spousal consent), such consent
acknowledged the effect of the election and such consent was
witnessed by a notary public, or (ii) it is established to the
Plan's satisfaction that the consent required by Subparagraph
6.2(c)(i), could not be obtained because the surviving spouse
could not be located or because of such other circumstances as
the Secretary of Treasury may by regulation prescribe. Any
consent necessary under this paragraph shall be effective only
with respect to such spouse, or, in the event it is established
that the consent may not be obtained, such designated spouse. A
revocation of a prior designation may be made by a Member
without the consent of the spouse at any time prior to the
Member's death. A consent that permits designation by the Member
or former Member without any requirement for further consent by
the spouse must acknowledge that the spouse has the right to
limit consent to a specific beneficiary and that the spouse
voluntarily elects to relinquish such right.
6.3 Disability
Disability means a medically determinable physical or mental impairment
resulting from illness or injury as a result of which the Member is
unable to perform one or more of the substantial duties of the Member's
normal work assignment with the Company or of any work assignment which
the Company determines is available to the Member and for which the
Member is reasonably qualified by education,
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training or experience to perform as determined by the Administrator
after review by the Medical Board or such other entity as designated by
the Administrator.
6.4 Divorce
To the extent specified in a Qualified Domestic Relations Order, as
defined in Section 414(p) of the Code, distributions from a Member's
Account may be made to an Alternate Payee, as defined in Section 414(p)
of the Code, prior to the Member's termination of membership under
Subparagraph 6.1(a). Distributions under this paragraph shall be made at
the time set forth in the Qualified Domestic Relations Order, or, if
such order provides, at the time elected by the Alternate Payee.
6.5 Rollover
(a) Notwithstanding anything in this Section 6 to the contrary, a
distributee, as defined below, may elect, at a time and in the
manner prescribed by the Administrator, to have all or a portion
of a distribution under this Section 6, other than any amount
required to be distributed pursuant to Section 401(a)(9) of the
Code, made payable to an eligible retirement plan.
(b) For purposes of this Section 6, other than Paragraph 6.2, an
eligible retirement plan is an individual retirement account or
annuity described in Section 408(a) or (b) of the Code, an
annuity plan described in Section 403(a) of the Code or a
qualified trust described in Section 401(a) of the Code that
accepts such distribution. For purposes of a distribution under
Paragraph 6.2, an eligible retirement plan is an individual
retirement account or annuity.
(c) Distributee means an Employee or former Employee, the surviving
spouse of such Employee or such Employee's spouse or former
spouse who is an alternate payee as defined in Section 414(p) of
the Code.
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6.6 Notice
With respect to a Member whose account exceeds $3,500, the Administrator
shall provide the notice required by Section 1.411(a)-11(c) of Income
Tax Regulations no less than 30 days and no more than 90 days before the
Member's date of distribution; provided, however, that such distribution
may commence less than 30 days after the required notice is given if:
(a) The Member is informed of the Members' right to a period of at
least 30 days after receiving the notice to consider
distribution options; and
(b) The Member, after receiving the notice, affirmatively elects a
distribution.
6.7 Distributions
Notwithstanding anything in the Plan to the contrary, a former
Employee's (or an Employee who is a five percent owner, as defined in
Code Section 416) Account shall be distributed in a lump sum, no later
than the first day of April following the calendar year in which the
former Employee or five percent owner attains age 70-1/2. Any amounts
subsequently allocated to a Member's Account shall be distributed during
the calendar year immediately following the year of allocation.
6.8 Distribution of Benefits
The distribution of benefits under the Plan to a Member who has elected
to receive such benefits shall be made not later than the 60th day after
the latest of the close of the plan year in which (a) the Member attains
age 65 or such earlier normal retirement age as may be specified in this
Plan; (b) there occurs the tenth anniversary of the year in which the
Member commenced membership in this Plan; or (c) the Member's service
with the Company is terminated.
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SECTION 7
ADMINISTRATION
CAPITAL ACCUMULATION PLAN ADMINISTRATIVE COMMITTEE
7.1 Capital Accumulation Plan Administrative Committee
The Plan shall be administered by a Capital Accumulation Plan
Administrative Committee. The Committee shall consist of the Vice
President, Human Resources of Atlantic Richfield Company, who shall
serve as Chairperson, and not less than two other persons appointed by
the Chairperson. Members of the Committee shall serve without
compensation. Vacancies shall be filled by the Chairperson or the
Chairperson's delegate.
7.2 Rules of Conduct
The Capital Accumulation Plan Administrative Committee shall adopt such
rules for the conduct of its business and administration of this Plan as
it considers desirable; provided, they do not conflict with this Plan.
7.3 Legal, Accounting, Clerical
The Capital Accumulation Plan Administrative Committee may authorize one
or more of its members or any agent to act on its behalf and may
contract for legal, accounting, clerical and other services to carry out
the Plan. Unless paid by the Company, all expenses of the Company, the
Administrator and the Plan shall be paid by the Plan, to the extent they
constitute reasonable expenses of administering the Plan. The Plan may
reimburse expenses paid directly by the Company or its designee. This
provision shall be deemed a part of any contract to provide for expenses
of Plan administration, whether or not the signatory to such contract
is, as a matter of convenience, the Company or its designee.
7.4 Interpretation of Provisions
The Capital Accumulation Plan Administrative Committee shall have full
discretion and final authority to determine eligibility for benefits and
to interpret the provisions
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of the Plan, to decide questions arising in its administration, and to
establish such other rules for its administration as may be desirable.
7.5 Records of Administration
The Capital Accumulation Plan Administrative Committee shall keep
records reflecting the administration of this Plan which shall be
subject to audit by the Company. Members may examine records pertaining
directly to themselves. At least annually, the Capital Accumulation Plan
Administrative Committee shall have mailed to each Member a statement of
his or her Account and such statement shall be deemed to have been
accepted as correct for all purposes of the Plan unless written notice
to the contrary is received by the Capital Accumulation Plan
Administrative Committee or the Trustee within 30 days after the date of
mailing.
7.6 Claims for Benefits
Applications for benefits must be made in such manner as prescribed by
the Administrator. The Administrator shall have full discretion and
final authority to determine eligibility for benefits and to construe
the terms of the Plan in acting upon an initial application for benefits
or an appeal of a denial of an application for benefits. Each
application shall be acted upon and approved or disapproved within 90
days following its receipt by the Administrator. In the event special
circumstances require an extension of time for reviewing the initial
application for benefits, the Administrator shall make a determination
as soon as practicable but no later than 180 days following receipt of
the application. If any application for benefits is denied, in whole or
in part, the Administrator shall notify the applicant in writing of such
denial and of the applicant's right to a review by the Administrator and
shall set forth in a manner calculated to be understood by the
applicant, specified reasons for such denial, specific references to
pertinent Plan provisions on which the denial is based, a description of
any additional material or information necessary for the applicant to
perfect the application, an explanation of why such
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material or information is necessary, and an explanation of the Plan's
review procedure.
Any person, or a duly authorized representative thereof, whose
application for benefits is denied in whole or in part, may appeal from
such denial to the Administrator for a review of the decision by
submitting to the Administrator within 60 days after receiving notice of
denial, a written statement:
(a) Requesting a review of the application for benefits by the
Administrator;
(b) Setting forth all of the grounds upon which the request for
review is based and any facts in support thereof; and
(c) Setting forth any issues or comments which the applicant deems
relevant to the application.
The Administrator shall act upon each such appeal application within 60
days after the later of receipt of the applicant's request for review by
the Administrator or receipt of any additional materials reasonably
requested by the Administrator from such applicant. In the event special
circumstances require an extension of time for reviewing the appeal, the
Administrator shall make a determination as soon as practicable but no
later than 120 days following receipt of the appeal.
The Administrator shall make a full and fair review of each such
application and any written materials submitted by the applicant or the
Company in connection therewith and may require the Company or the
applicant to submit within 30 days of written notice by the
Administrator therefor, such additional facts, documents, or other
evidence as the Administrator, in its sole discretion, deems necessary
or advisable in making such a review. The Administrator shall have full
discretion in making an independent determination of the applicant's
eligibility for benefits under
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the Plan and shall have full discretion to construe the terms of the
Plan in making its review. The decision of the Administrator on any
application for benefits shall be final and conclusive upon all persons.
If the Administrator denies an application in whole or in part, the
Administrator shall give written notice of its decision to the applicant
setting forth in a manner calculated to be understood by the applicant
the specific reasons for such denial and specific references to the
pertinent Plan provisions on which the Administrator's decision was
based.
7.7 Liability of Committee
No member of the Capital Accumulation Plan Administrative Committee
shall be liable for any action taken in good faith or for the exercise
of any power given the Capital Accumulation Plan Administrative
Committee, or for the actions of other members of said Committee unless
and except to the extent that such liability is imposed under law as a
result of a breach by such member of his or her fiduciary
responsibilities.
7.8 Medical Board
The Capital Accumulation Plan Administrative Committee may appoint a
Medical Board consisting of not less than three physicians, who shall be
authorized to make any physical or mental examinations required or
authorized by the Administrator or by the provisions of the Plan.
7.9 Unlocated Member
If the Committee is unable, after reasonable and diligent effort, to
locate a Member or beneficiary entitled to payment under the Plan, such
payment may be forfeited and used to pay Plan expenses. If the Member or
beneficiary later files a claim for benefit, such benefit will be
reinstated.
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7.10 Legal Representative
The Capital Accumulation Plan Administrative Committee shall act on
behalf of the Plan with respect to any claim or cause of action, whether
arising in the course of administrative or judicial proceedings or
otherwise, and shall be responsible for initiating, pursuing and
defending any such claim or cause of action involving the Plan.
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SECTION 8
AMENDMENTS, DISCONTINUANCE, LIABILITIES
8.1 Amendment of Plan
This Plan may be amended by the Management Board of Canyon Fuel Company,
LLC if, as amended, it continues to be for the exclusive benefit of
Employees. However, no amendment shall reduce the account of any Member
as of the date of such amendment.
8.2 Termination
Canyon Fuel Company, LLC intends to continue the Plan indefinitely but
reserves the right to terminate it at any time, by action of its
Management Board. If this Plan is terminated, or if there is a complete
discontinuance of contributions under the Plan by the Company, all
amounts credited to Accounts of Members shall be held for distribution
as provided in Section 6.
8.3 Liability of Company
The Company shall have no liability for payments under this Plan. Any
payments under the Plan shall be made solely from the fund held by the
Trustee.
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SECTION 9
MISCELLANEOUS
9.1 Employment
The Plan shall not give any Member any right to be continued in the
employment of the Company.
9.2 Benefits Not Assignable
Except as provided in Paragraph 6.4, no benefit under this Plan shall be
assignable or transferable in whole or in part, either directly or by
operation of law or otherwise, and shall not be subject to attachment or
other process.
9.3 Discharge of Liability
If the Administrator deems any person incapable of receiving benefits to
which such person is entitled under the Plan, by reason of minority,
illness, infirmity, mental incompetency or other incapacity, it may
direct the Trustee to make payment directly for the benefit or the
account of such person or to any eligible person selected by the
Administrator to disburse such payment whose receipt shall be a complete
settlement therefor.
9.4 Governing Laws
The Plan shall be governed by and construed in accordance with federal
laws governing employee benefit plans qualified under the Code or with
the laws of the State of Delaware to the extent not preempted by federal
law.
9.5 Limitation on Mergers
The Plan may not merge or consolidate with, or transfer any of its
assets or liabilities to any other plan unless each Member in the Plan
would, if said other plan were to terminate, receive a benefit
immediately after the merger, consolidation or transfer which is equal
to or greater than the benefit such Member
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would have been entitled to receive immediately before the merger,
consolidation or transfer if this Plan had terminated.
9.6 Delegation of Fiduciary or Administrative Responsibilities
Canyon Fuel Company, LLC, by resolution of its Management Board or by
written action of any officer generally or specifically named by such a
resolution to take such an action, and the Capital Accumulation Plan
Administrative Committee, by resolution of said Committee, may at any
time delegate to any other named person or body, or reassume therefrom,
any of their respective fiduciary responsibilities or administrative
duties with respect to the Plan, including the power to delegate and
reassume such responsibilities and duties by written action naming the
person or body to whom the responsibility has been delegated. However,
only the immediate delegate of Canyon Fuel Company, LLC or the Capital
Accumulation Plan Administrative Committee as the case may be, may, if
so authorized by Canyon Fuel Company, LLC, said Committee, delegate any
such responsibilities or duties.
9.7 Named Fiduciary
The named fiduciary with respect to this Plan is Canyon Fuel Company,
LLC except that (a) as to any matter specified in this Plan as being the
responsibility or function of the Capital Accumulation Plan
Administrative Committee, the named fiduciary is said Committee, and (b)
as to any matter specified in the Plan or in the trust agreement as
being the responsibility or function of the Trustee or the Investment
Officer of Atlantic Richfield Company, the named fiduciary is the
Trustee or the Investment Officer of Atlantic Richfield Company, as the
case may be.
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SECTION 10
TOP HEAVY PROVISIONS
If the Plan is or becomes Top Heavy in any Plan Year, the provisions of this
Section 10 will supersede any conflicting provisions in the Plan.
10.1 Definitions
(a) Key Employee means an Employee, former Employee or an Employee's
beneficiary who at any time during the determination period is:
(i) An officer of the Company who has annual Compensation
greater than 50 percent of the amount in effect under
Section 415(b)(1)(A) of the Code for the Plan Year;
(ii) One of the ten Employees owning (or considered as owning
within the meaning of Section 318 of the Code) the
largest interest in the Company; provided, such
Employee's annual Compensation from the Company exceeds
the dollar limitation under Section 415(c)(1)(A) of the
Code. If two or more Employees have the same ownership
interest, the Employee with the greater annual
Compensation from the Company for the Plan Year shall be
considered to own the larger interest in the Company;
(iii) A five percent owner of the Company; or
(iv) A one percent owner of the Company who has annual
Compensation from the Company of more than $150,000.
The determination period of the Plan is the Plan Year containing
the Determination Date and the four preceding Plan Years.
39
<PAGE> 45
The determination of who is a Key Employee will be made in
accordance with Section 416(i)(1) of the Code and the
regulations thereunder.
(b) Top Heavy Plan: This Plan is Top Heavy if any of the following
conditions exist:
(i) If the Top Heavy Ratio for this Plan exceeds 60 percent
and this Plan is not part of any Required Aggregation
Group or Permissive Aggregation Group of plans;
(ii) If this Plan is a part of a Required Aggregation Group
of plans (but which is not part of a Permissive
Aggregation Group) and the Top Heavy Ratio for the group
of plans exceeds 60 percent; or
(iii) If this Plan is a part of a Required Aggregation Group
of plans and part of a Permissive Aggregation Group and
the Top Heavy Ratio for the Permissive Aggregation Group
exceeds 60 percent.
(c) Top Heavy Ratio
(i) If the Company maintains one or more defined
contribution plans (including any Simplified Employee
Pension Plan) and the Company has not maintained any
defined benefit plan which during the five- year period
ending on the Determination Date(s) has or has had
accrued benefits, the Top Heavy Ratio for this plan
alone or for the Required or Permissive Aggregation
Group as appropriate is a fraction, the numerator of
which is the sum of the account balances of all Key
Employees as of the Determination Date(s) [including any
part of any account
40
<PAGE> 46
balance distributed in the five-year period ending on
the Determination Date(s)], and the denominator of which
is the sum of all account balances [including any part
of any account balance distributed in the five-year
period ending on the Determination Date(s)], both
computed in accordance with Section 416 of the Code and
the regulations thereunder. Both the numerator and
denominator of the Top Heavy Ratio are adjusted to
reflect any contribution not actually made as of the
Determination Date, but which is required to be taken
into account on that date under Section 416 of the Code
and the regulations thereunder.
(ii) If the Company maintains one or more defined
contribution plans (including any Simplified Employee
Pension Plan) and the Company maintains or has
maintained one or more defined benefit plans which
during the five-year period ending on the Determination
Date(s) has or has had any accrued benefits, the Top
heavy Ratio for any Required or Permissive Aggregation
Group as appropriate is a fraction, the numerator of
which is the sum of account balances under the
aggregated defined contribution plan or plans for all
Key Employees, determined in accordance with
Subparagraph 10.1(c)(i), and the Present Value of
accrued benefits under the aggregated defined benefit
plan or plans for all Key Employees as of the
Determination Date(s), and the denominator of which is
the sum of the account balances under the aggregated
defined contribution plan or plans for all Members,
determined in accordance with Subparagraph 10.1(c)(i),
and the Present Value of accrued benefits under the
defined benefit plan or plans for all Members as of the
Determination Date(s), all determined in accordance with
Section 416 of the Code and the regulations thereunder.
The accrued benefits under a defined benefit plan in
both the numerator and denominator of the Top Heavy
Ratio are adjusted for any distribution of an accrued
benefit made in the five-year period ending on the
Determination Date.
41
<PAGE> 47
(iii) For purposes of Subparagraphs 10.1(c)(i) and (c)(ii),
the value of account balances and the Present Value of
accrued benefits will be determined as of the most
recent Valuation Date that falls within or ends with the
12-month period ending on the Determination Date except
as provided in Section 416 of the Code and the
regulations thereunder for the first and second Plan
Years of a defined benefit plan. The account balances
and accrued benefits of a Member (A) who is not a Key
Employee but who was a Key Employee in a prior year, or
(B) who has not been credited with at least one hour of
service with a Company maintaining the Plan at any time
during the five-year period ending on the Determination
Date will be disregarded. The calculation of the Top
Heavy Ratio, and the extent to which distributions,
rollovers and transfers are taken into account will be
made in accordance with Section 416 of the Code and the
regulations thereunder. Deductible Employee
contributions will not be taken into account for
purposes of computing the Top Heavy Ratio. When
aggregating plans, the value of account balances and
accrued benefits will be calculated with reference to
the Determination Dates that fall within the same
calendar year.
(iv) The accrued benefit of a Member other than a Key
Employee shall be determined under the method, (A) if
any, that uniformly applies for accrual purposes under
all defined benefit plans maintained by the Company, or
(B) absent such method, as if such benefits accrued not
more rapidly than the slowest accrued rate permitted
under the fractional rule of Section 411(b)(1)(C) of the
Code.
(d) Permissive Aggregation Group: The Required Aggregation Group of
plans plus any other plan or plans of the Company which, when
considered as a
42
<PAGE> 48
group with the Required Aggregation Group, would continue to
satisfy the requirements of Section 401(a)(4) and Section 410 of
the Code.
(e) Required Aggregation Group means:
(i) Each qualified plan of the Company in which at least one
Key Employee participates or participated at any time
during the determination period (regardless of whether
the plan terminated); and
(ii) Any other qualified plan of the Company which enables a
plan described in Subparagraph 10.1(e)(i) to meet the
requirements of Section 401(a)(4) or Section 410 of the
Code.
(f) Determination Date means for any Plan Year the last day of the
preceding Plan Year. For the first Plan Year of the Plan, the
last day of that year.
(g) Valuation Date means December 31 of each year.
(h) Present Value: Present Value shall be based on interest rate and
the mortality tables specified in the Company's defined benefit
plan.
(i) Compensation means all compensation, as that term is defined for
Section 415 purposes, but including amounts contributed by the
Company pursuant to salary reduction agreements which are
excludable from the Employee's income under Code Section 125,
Section 402(e)(3), Section 402(h) and Section 403(b).
10.2 Minimum Allocation
(a) Except as otherwise provided in Subparagraphs 10.2(b), (c) and
(d), the Company contributions allocated on behalf of any Member
who is not a Key Employee shall not be less than the lesser of
three percent of such
43
<PAGE> 49
Member's Compensation or in the case where the Company has no
defined benefit plan which designates this Plan to satisfy
Section 401 of the Code, the largest percentage of Company
contributions, as a percentage of the first $150,000 of the Key
Employee's Compensation, allocated on behalf of any Key Employee
for that year. The minimum allocation is determined without
regard to any Social Security contribution. This minimum
allocation shall be made even though, under other Plan
provisions, the Member would not otherwise be entitled to
receive an allocation, or would have received a lesser
allocation for the year because of (i) the Member's failure to
complete 1,000 Hours of Service, or (ii) the Member's failure to
make mandatory employee contributions to the Plan, or (iii)
Compensation less than a stated amount.
(b) The provision in Subparagraph 10.2(a), shall not apply to any
Member who was not employed by the Company on the last day of
the Plan Year.
(c) If Members of this Plan are covered by one or more defined
benefit plans maintained by the Company or its Subsidiaries, the
minimum allocation or benefit requirements applicable to Top
Heavy plans shall first be met by such defined benefit plan or
plans.
(d) If Members of this Plan are covered by one or more defined
contribution plans maintained by the Company or its
Subsidiaries, and are not covered by any defined benefit plans
of the Company or its Subsidiaries, the minimum allocation
requirement will be met by the defined contribution plan in
which the Employee is an active member in the following order:
1. Money Purchase Pension Plan
2. Profit Sharing Plan, and
3. Stock Bonus Plan
44
<PAGE> 50
(e) For purposes of satisfying the minimum allocation requirements
of this Paragraph 10.2, Elective Deferrals and Company
contributions under Paragraph 4.1 may not be taken into account.
10.3 The minimum accrued benefit required [to the extent required to be
nonforfeitable under Section 416(b)] may not be suspended or forfeited
under Code Section 411(a)(3)(B) or Section 411(a)(3)(D).
10.4 For any Plan Year in which the Plan is Top Heavy, only the first
$150,000 (or such larger amount as may be prescribed by the Secretary of
Treasury or the Secretary's delegate) of each Member's annual
Compensation will be taken into account for purposes of determining
benefits under the Plan.
10.5 In any Plan Year in which the Top Heavy Ratio exceeds 60 percent the
denominators of the defined benefit fraction and defined contribution
fraction [as previously defined in the Plan] shall be computed using 100
percent of the dollar limitation instead of 125 percent. The preceding
sentence shall not apply to an Employee so long as there are no:
(a) Company contributions, forfeitures or voluntary nondeductible
contributions allocated to such Employee, or
(b) Accruals for such Employee under any qualified defined benefit
plan.
10.6 In determining the highest rate of contribution applicable to any Key
Employee, amounts that such Key Employee elects to defer under an
arrangement qualified under Section 401(k) of the Code will be counted
for the purposes of Section 416 of the Code.
45
<PAGE> 51
SECTION 11
LOANS TO MEMBERS
11.1 General
A Member may borrow from his or her Account in accordance with the terms
and conditions set forth in this Section 11 and such additional rules,
consistent with such terms and conditions, which the Administrator may
establish from time to time.
11.2 Eligibility
To be eligible to apply for and receive a loan, the Member must be in
receipt of regular Earnings. The loan shall be irrevocable upon the
earlier of:
(a) Endorsement of the check representing the loan proceeds, or
(b) Expiration of ten days from issuance of such check.
11.3 Loan Amount
(a) The maximum loan shall be the greater of (i) or (ii), below:
(i) The lesser of $10,000; or
(ii) The lesser of one half of the Member's Account, or
$50,000 reduced by the highest balance, at any specific
time, of any outstanding loan or loans during the
preceding 12 months from the Plan.
(b) A loan must be in cash, in increments of $100 and in an amount
not less than $1,000.
46
<PAGE> 52
(c) The maximum loan amount shall be reduced to the extent necessary
to prevent each installment of the loan payment, including
principal and interest from exceeding 25 percent of a Member's
biweekly Earnings.
(d) The loan amount may not exceed the amount of the security, as
described hereafter, for the loan.
(e) The value of the Equity Fund, the International Equity Fund, the
Bond Fund and the Balanced Fund for purposes of Subparagraph
11.3(a), will be determined on the sale date, pursuant to
Paragraph 4.8, immediately preceding the date the loan
application is received by the Administrator.
11.4 Frequency
(a) A Member may have such number of loans outstanding at any time
as shall be determined by the Administrator.
(b) A loan application may be submitted only once during any 15-day
period and a loan application may not be submitted earlier than
seven days following receipt by the Administrator of a Member's
application to make a purchase or sale under Paragraph 4.4 or a
hardship withdrawal under Section 5.
(c) A loan application may not be submitted earlier than 15 days
following repayment of a previous loan under the Plan.
11.5 Interest Rate
A loan shall bear interest at a rate established and communicated by the
Capital Accumulation Plan Administrative Committee to provide the Plan
with a rate of return commensurate with prevailing interest rates
charged on similar commercial loans by persons in the business of
lending money.
47
<PAGE> 53
11.6 Security
(a) Each loan must be evidenced by a loan agreement executed by the
Member for the amount of the loan, including principal and
interest, payable to the order of the Trustee.
(b) Security for the loans shall equal 50 percent of the assets in
the Member's Account.
(c) The assets which constitute security for the loan will be valued
on the date of the loan agreement, or at such other time as may
be determined by the Administrator.
11.7 Funding of the Loan
(a) The Member shall direct as prescribed by the Administrator,
which assets shall be used to provide the loan proceeds. To the
extent the Member does not give such directions, the loan will
be funded in accordance with procedures established by the
Administrator.
(b) The value of the Equity Fund, the International Equity Fund, the
Bond Fund and the Balanced Fund sold to provide the loan
proceeds shall be determined on the sale date, pursuant to
Paragraph 4.8, immediately following the date the loan
application is received by the Administrator.
11.8 Repayment of the Loan
(a) As determined by the Member, but subject to the restriction in
Subparagraph 11.3(c), a loan may be repaid over a period of one,
two, three, four or five years or, in the case of a loan used to
acquire the Member's principal residence, such longer term as
determined by the Administrator and permitted under Section
72(p) of the Code.
48
<PAGE> 54
(b) Principal and interest shall be amortized, on a level basis,
over the term of the loan.
(c) Except as provided below, payments shall be made by means of
payroll deductions, the authorization of which shall be
irrevocable.
(i) The loan may be repaid in full at any time without
penalty.
(ii) If a Member is not in receipt of regular Earnings
sufficient to permit repayment of the loan, repayment
shall be made by means prescribed by the Administrator.
Repaid principal and interest shall be credited to the Member's
Money Market Fund account.
(d) Loan repayments will be suspended under the Plan as
permitted by Section 414(u)(4) of the Code.
11.9 Deemed Distribution
A distribution of the unpaid principal shall be deemed to have been made
to the Member, if the Member:
(a) Separates from service for any reason, including retirement,
termination of employment, divestiture or death. The deemed
distribution shall occur upon the earlier of 12 months following
termination of membership or the date the loan was due.
(b) Fails to make repayment under Subparagraph 11.8(c)(ii) for a
period of seven consecutive scheduled payment dates.
49
<PAGE> 55
11.10 Default
If the Member is not in receipt of regular Earnings sufficient to permit
repayment of the loan for a period exceeding seven consecutive pay
periods, and other arrangements acceptable to the Administrator have not
been agreed to by the Member, the loan will be deemed in default and the
Administrator will realize on the security in accordance with applicable
laws.
50
<PAGE> 56
SECTION 12
TRANSFERS FROM OTHER PLANS
12.1 Transfers From Other Qualified Plans
An Employee who has had distributed to the Employee all or a portion of
his or her taxable interest in a plan meeting the requirements of
Section 401(a) of the Code (the "Other Plan") may, in accordance with
procedures approved by the Capital Accumulation Plan Administrative
Committee, transfer in cash all or a portion of the taxable distribution
received from the Other Plan to the Plan, provided the following
conditions are met:
(a) The transfer occurs on or before the 60th day after the Member
receives the distribution from the Other Plan;
(b) The distribution from the Other Plan qualifies as an eligible
rollover distribution within the meaning of Section 402(c)(4) of
the Code; and
(c) The amount transferred does not exceed the maximum amount which
may be rolled over in accordance with Section 402(c)(2) of the
Code.
12.2 Transfers From Individual Retirement Accounts
An Employee who receives a distribution from an individual retirement
account described in Section 408(a) of the Code or an individual
retirement annuity described in Section 408(b) of the Code which
constitutes the entire amount of such account or annuity (including
earnings thereon), and no portion of which is attributable to any source
other than a lump sum distribution from a qualified plan described in
Paragraph 12.1, may, in accordance with procedures approved by the
Capital Accumulation Plan Administrative Committee, transfer in cash all
or a portion of such distribution to the Plan, within 60 days after
receiving the distribution.
51
<PAGE> 57
12.3 Participation
Notwithstanding anything in the Plan to the contrary, an Employee who
transfers funds to the Plan pursuant to Paragraph 12.1 or 12.2, shall,
upon such transfer, become a Member of the Plan except that the right to
make Elective Deferrals will remain subject to Paragraph 2.1.
12.4 Administration
The Administrator shall develop such procedures, including procedures
for obtaining information from an Employee desiring to make such a
transfer, as it deems necessary or desirable to enable it to determine
that the proposed transfer will meet the requirements of this section.
Upon approval by the Capital Accumulation Plan Administrative Committee,
the amount transferred shall be deposited with the Trustee in the
Employee's Elective Deferral Account.
52
<PAGE> 1
EXHIBIT 4.3
CH-TWENTY, INC.
CAPITAL ACCUMULATION PLAN
EFFECTIVE AS OF JULY 1, 1997
<PAGE> 2
CH-TWENTY, INC.
CAPITAL ACCUMULATION PLAN
To record the adoption of the CH-Twenty, Inc. Capital Accumulation Plan,
effective July 1, 1997, the undersigned, being duly authorized to act on behalf
of CH-Twenty, Inc. has executed this plan document at Los Angeles, California on
the 30th day of June, 1997.
ATTEST: CH-TWENTY, INC.
BY: /s/ ARMINEH SIMONIAN BY: /s/ ALLAN L. COMSTOCK
-------------------------- ----------------------------------
ALLAN L. COMSTOCK
President
<PAGE> 3
CH-TWENTY, INC.
CAPITAL ACCUMULATION PLAN
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page No.
--------
<S> <C> <C> <C>
INTRODUCTION ...............................................................................1
Section 1 - DEFINITION
1.1 Acquisition Loan......................................................2
1.2 Administrator.........................................................2
1.3 Annual Earnings or Earnings...........................................2
1.4 Capital Accumulation Plan Administrative Committee....................2
1.5 Code..................................................................2
1.6 Company...............................................................2
1.7 Credit Company Service................................................2
1.8 Effective Date........................................................3
1.9 Elective Deferrals or Deferrals.......................................3
1.10 Employee..............................................................3
1.11 ERISA.................................................................3
1.12 Financed Shares.......................................................3
1.13 Highly Compensated Employee...........................................3
1.14 Hours of Service......................................................5
1.15 Medical Board.........................................................7
1.16 Member................................................................7
1.17 Member's Account or Account...........................................7
1.18 Plan or Plans.........................................................8
1.19 Plan Year.............................................................8
1.20 Predecessor Plan......................................................8
1.21 Salary Reduction Agreement............................................8
1.22 Subsidiary or Affiliate...............................................8
1.23 Trustee...............................................................9
Section 2 - MEMBERSHIP - ELIGIBILITY
2.1 Membership............................................................10
2.2 Notice to Administrator...............................................10
2.3 Transferees...........................................................11
2.4 Membership Termination................................................11
Section 3 - MEMBERS' ELECTIVE DEFERRALS
3.1 Members' Elections....................................................13
3.2 Contribution of Elective Deferrals....................................13
3.3 Annual Dollar Limitation..............................................14
3.4 Actual Deferral Percentage Tests......................................15
3.5 Return of Elective Deferrals to Members...............................15
3.6 Make-Up Elective Deferrals............................................16
</TABLE>
i
<PAGE> 4
<TABLE>
<S> <C> <C> <C>
Section 4 - COMPANY CONTRIBUTION
4.1 Company Contribution..................................................17
4.2 Form of Contribution..................................................17
4.3 Members Excluded From Contribution....................................17
4.4 Actual Contribution Percentage Test...................................17
4.5 Distribution of Excess Contributions..................................18
4.6 Section 415 Limitations...............................................18
4.7 Nonelective Contributions.............................................20
4.8 Exclusive Benefit.....................................................20
Section 5 - FINANCED SHARES
5.1 Acquisition Loans.....................................................21
5.2 Payments on Acquisition Loan..........................................22
Section 6 - INVESTMENT OF MEMBER'S ACCOUNTS
6.1 Members' Accounts.....................................................25
6.2 Investment of Elective Deferrals Transferred Amounts
and Certain Company Contributions.................................25
6.3 Investment of Company Contributions ..................................27
6.4 Funds Invested in the Money Market Fund...............................28
6.5 Sale and Reinvestment of Common Stock Equity Fund Units,
Bond Fund Units, International Equity Fund Units or Balanced
Fund Units.......................................................29
6.6 Directives............................................................30
6.7 Purchases and Sales of Atlantic Richfield Company
Common Stock.....................................................31
6.8 Voting of Atlantic Richfield Company Common Stock.....................33
6.9 Title of Investments..................................................35
6.10 Allocation of Trust Earnings and Valuation of Trust Investments.......35
6.11 Purchase and Redemption of the Equity Fund, Bond Fund,
International Equity Fund and Balanced Fund Units...................36
6.12 Voting of the Money Market Fund, Equity Fund, Bond fund and
International Equity Fund Investments..............................38
6.13 Investment Advisory Fees..............................................38
6.14 Member Protection.....................................................38
6.15 Confidentiality.......................................................38
Section 7 - WITHDRAWALS DURING EMPLOYMENT DUE TO FINANCIAL HARDSHIP
7.1 Application for Withdrawal............................................40
7.2 Basis for Withdrawal..................................................40
7.3 Payment of Withdrawal.................................................41
7.4 Condition to Receipt of Withdrawal....................................41
</TABLE>
ii
<PAGE> 5
<TABLE>
<S> <C> <C> <C>
Section 8 - PAYMENTS ON TERMINATION OF COMPANY EMPLOYMENT, DIVORCE
OR OTHER REASONS
8.1 Termination of Employment.............................................43
8.2 Death.................................................................44
8.3 Disability............................................................45
8.4 Divorce...............................................................46
8.5 Rollover..............................................................46
8.6 Notice................................................................47
8.7 Distributions.........................................................47
8.8 Distribution of Benefits..............................................47
Section 9 - CAPITAL ACCUMULATION PLAN ADMINISTRATIVE COMMITTEE
9.1 Capital Accumulation Plan Administrative Committee....................48
9.2 Rules of Conduct......................................................48
9.3 Legal, Accounting, Clerical...........................................48
9.4 Interpretation of Provisions..........................................48
9.5 Records of Administration.............................................49
9.6 Claims for Benefits...................................................49
9.7 Liability of Committee................................................51
9.8 Medical Board.........................................................51
9.9 Unallocated Member....................................................51
9.10 Legal Representative..................................................52
Section 10 - AMENDMENTS, DISCONTINUANCE, LIABILITIES
10.1 Amendment of Plan.....................................................53
10.2 Termination...........................................................53
10.3 Liability of Company..................................................53
Section 11 - MISCELLANEOUS
11.1 Employment...........................................................54
11.2 Benefits Not Assignable..............................................54
11.3 Discharge of Liability...............................................54
11.4 Governing Laws.......................................................54
11.5 Limitation on Mergers................................................54
11.6 Delegation of Fiduciary or Administrative Responsibilities...........55
11.7 Named Fiduciary......................................................55
11.8 Transferred Funds....................................................56
Section 12 - TOP HEAVY PROVISIONS
12.1 Definitions..........................................................58
12.2 Minimum Allocation...................................................62
12.3 .....................................................................64
12.4 .....................................................................64
12.5 .....................................................................64
12.6 .....................................................................64
</TABLE>
iii
<PAGE> 6
<TABLE>
<S> <C> <C> <C>
Section 13 - LOANS TO MEMBERS
13.1 General..............................................................65
13.2 Eligibility..........................................................65
13.3 Loan Amount..........................................................65
13.4 Frequency............................................................66
13.5 Interest Rate........................................................67
13.6 Security.............................................................67
13.7 Funding of the Loan..................................................68
13.8 Repayment of the Loan................................................68
13.9 Deemed Distribution..................................................69
13.10 Default..............................................................69
Section 14 - TRANSFERS FROM OTHER PLANS
14.1 Transfers from Other Qualified Plans.................................70
14.2 Transfers from Individual Retirement Accounts........................70
14.3 Participation........................................................71
14.4 Administration.......................................................71
</TABLE>
iv
<PAGE> 7
CH-TWENTY, INC.
CAPITAL ACCUMULATION PLAN
INTRODUCTION
This Plan is intended to qualify as a Stock Bonus Plan under Section 401(a) of
the Internal Revenue Code of 1986, as amended, and as a Qualified Cash or
Deferred Arrangement under Section 401(k) of the Code. Part of the Plan (the
"ESOP Part") is intended to qualify as an Employee Stock Ownership Plan under
Section 4975(e)(7) of the Code and such part is designed to invest primarily in
Atlantic Richfield Company Common Stock.
The class of employees eligible to participate in this Plan previously
participated in the Atlantic Richfield Capital Accumulation Plan II. The assets
and liabilities of the Atlantic Richfield Capital Accumulation Plan allocable as
of June 30, 1997 to the participants in this Plan who commenced participation
effective July 1, 1997 were transferred to the Plan.
The Plan is effective July 1, 1997.
-1-
<PAGE> 8
SECTION 1
DEFINITIONS
1.1 "Acquisition Loan" means a loan or other extension of credit used by the
Trustee to finance the acquisition of Atlantic Richfield Company Common
Stock.
1.2 "Administrator" means the Capital Accumulation Plan Administrative
Committee.
1.3 "Annual Earnings" or "Earnings" means the annual, actual wages or salary
paid to a Member for the Member's personal service, including the amount
of any salary reduction pursuant to Section 125 and Section 401(k) of
the Code, as amended, but excluding extra pay such as overtime,
premiums, bonuses, living or other allowances. Annual Earnings or
Earnings shall not exceed $160,000, as adjusted each plan year pursuant
to Section 401(a)(17)(B) of the Code.
1.4 "Capital Accumulation Plan Administrative Committee" means the committee
provided for in Section 9 of this Plan.
1.5 "Code" means the Internal Revenue Code of 1986, as amended.
1.6 "Company" means CH-Twenty, Inc. and such of its Subsidiaries or
Affiliates whose Employees are included in this Plan upon authorization
of the Board of Directors of CH-Twenty, Inc. and adoption of this Plan
by the Board of Directors of such authorized Subsidiary or Affiliate.
1.7 "Credited Company Service" means service with the Company, a predecessor
company, and/or a Subsidiary or Affiliate which service the Company
recognizes, on a basis uniformly applicable to all persons similarly
situated, for purposes of this Plan.
-2-
<PAGE> 9
1.8 "Effective Date" means the effective date of the Plan which is July 1,
1997.
1.9 "Elective Deferrals" or "Deferrals" means reductions pursuant to a
Salary Reduction Agreement, in whole percentages from one percent
through 17 percent, of a Member's Annual Earnings, which amounts are
transferred by the Company to the Trustee of the Plan.
1.10 "Employee" means any person who is employed by the Company, excluding:
(a) Casual Employees, Project Employees and Leased Employees, as
defined under the Company's Employment Status Classification
Policy;
(b) Employees represented by any collective bargaining agent which
has not negotiated the benefits of this Plan provided that
retirement benefits were the subject of good faith negotiations
between the Company and bargaining agent; and
(c) Any division or group of employees which is expressly excluded
from eligibility for this Plan by action of the Board of
Directors of the Company.
1.11 "ERISA" means the Employee Retirement Income Security Act of 1974.
1.12 "Financed Shares" means shares of Atlantic Richfield Company Common
Stock acquired by the Trustee with the proceeds of an Acquisition Loan.
1.13 "Highly Compensated Employee" means:
(a) Any employee who performs service during the determination year
and is described in one or more of the following groups:
-3-
<PAGE> 10
(i) An employee who is a five percent owner, as defined in
Section 416(i)(1) of the Code, at any time during the
determination year or the look-back year, as defined
below; or
(ii) An employee who receives compensation in excess of
$80,000, as adjusted pursuant to Section 415(d) of the
Code for Plan Years commencing after December 31, 1997,
during the look-back year and, at the election of the
Administrator, is a member of the top-paid group, as
defined below, for the look-back year;
(b) For purposes of the definition of Highly Compensated Employee
the following will apply:
(i) The determination year is the Plan Year for which the
determination of who is highly compensated is being
made; or if the Company makes the election pursuant to
Treas. Reg. 1.414(q)-IT Q&A-14(b), the period by which
the determination year extends beyond the calendar year
referred to in Subparagraph 1.13(b)(ii).
(ii) The look-back year is the 12-month period immediately
preceding the determination year, or if the Company
makes the election pursuant to Treas. Reg. 1.414(q)-IT
Q&A-14(b), the calendar year ending with or within the
determination year.
(iii) The top-paid group consists of the top 20 percent of
employees ranked on the basis of compensation received
during the year. For purposes of determining the number
of employees in the top paid group, employees who have
not completed six months of service by the end of the
Plan Year (including service in the immediately
preceding Plan Year); who normally work less than 17-1/2
hours per
-4-
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week; who work less than six months during any year; who
are nonresident aliens with no income from sources
within the United States or who have not had their 21st
birthday by the end of the Plan Year shall be included.
(iv) Employers aggregated under Section 414(b), (c), (m), or
(o) of the Code are treated as a single employer.
(v) Compensation, for purposes of this Paragraph 1.13 means
compensation within the meaning of Section 415(c)(3) of
the Code without regard to Section 125, Section
402(e)(3) and Section 402(h)(1)(B) of the Code.
(c) A former employee who has a separation year prior to the
determination year and who was a highly compensated active
employee for either (i) such employee's separation year, or (ii)
any determination year ending on or after the employee's 55th
birthday will be a Highly Compensated Employee. Generally, a
separation year is the determination year the employee separates
from service.
(d) If elected by the Administrator, Subparagraph 1.13(a) shall be
modified by substituting the simplified method pursuant to
Section 4 of Rev. Proc. 93-42, in which case the Highly
Compensated Employees shall be determined under Subparagraph
1.13(a) on the basis of the look-back year and determination
year, or the determination year only, taking into account all
employees employed during such year.
1.14 "Hour of Service" means:
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(a) Each hour for which an Employee is paid, or entitled to payment,
for the performance of duties for the Company or any Subsidiary
or Affiliate during the computation period in which the duties
are performed.
(b) Each hour for which an Employee is paid, or entitled to payment,
by the Company or any Subsidiary or Affiliate on account of a
period of time during which no duties are performed
(irrespective of whether the employment relationship has
terminated) due to vacation, holiday, illness, incapacity
(including disability), layoff, jury duty, military duty or
leave of absence.
(c) Each hour for which back pay, irrespective of mitigation of
damages, is either awarded or agreed to by the Company or any
Subsidiary or Affiliate. Such hours shall be credited to the
Employee for the computation period or periods to which the
award or agreement pertains.
(d) An Employee will be credited with 200 Hours of Service, to the
extent required by Federal law, for each month during which the
Employee is on active duty in the Armed Forces of the United
States and for which the Employee is not paid or entitled to be
paid by the Company or any Subsidiary or Affiliate.
(e) Hours credited for any period under any provision of this
Paragraph 1.14 may not also be credited for the same period
under any other provisions of this Plan. Hours shall be credited
under Subparagraphs 1.14(a) thru (c) pursuant to U. S.
Department of Labor Regulations under 29CFR Section 2530.200b-2,
which are incorporated herein by this reference.
(f) For all purposes under the Plan, an Employee shall be credited
with 200 Hours of Service for each calendar month in which the
Employee would otherwise be credited with one or more Hours of
Service.
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<PAGE> 13
(g) Solely for purposes of determining whether a break in service
has occurred in a computation period, and to the extent it does
not duplicate Hours of Service credited under any other
provision of this Paragraph 1.14, an individual who is absent
from work for maternity or paternity reasons shall receive
credit for the Hours of Service which would otherwise have been
credited to such individual but for such absence, or in any case
in which such hours cannot be determined, eight Hours of Service
per day of such absence. For purposes of this subparagraph, an
absence from work for maternity or paternity reasons means an
absence (i) by reason of the pregnancy of the individual; (ii)
by reason of a birth of a child of the individual; (iii) by
reason of the placement of a child with the individual in
connection with the adoption of the child by such individual; or
(iv) for purposes of caring for such child for a period
beginning immediately following such birth or placement. The
Hours of Service credited under this subparagraph shall be
credited within the computation period in which the absence
begins if the crediting is necessary to prevent a break in
service in that period, or in all other cases, in the following
computation period.
1.15 "Medical Board" means the board of physicians provided for in Paragraph
9.8.
1.16 "Member" means an Employee who has qualified for membership in
accordance with the requirements of this Plan.
1.17 "Member's Account" or "Account" means a separate account maintained by
the Trustee for each Member consisting of (a) one subaccount to which is
allocated the Member's Elective Deferrals and transfers pursuant to
Section 14 of the Plan, as adjusted for earnings and withdrawals, and
realized and unrealized gains and losses attributable thereto; and (b) a
second subaccount to which is allocated the Company's contribution as
adjusted for earnings and withdrawals, and realized and unrealized gains
and losses attributable thereto.
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1.18 "Plan" or "Plans" means the CH-Twenty, Inc. Capital Accumulation Plan as
set forth herein, and any amendments thereto.
1.19 "Plan Year" means the period commencing on July 1 of each calendar year
and ending on June 30 of the immediately following calendar year.
1.20 "Predecessor Plan" means the Atlantic Richfield Capital Accumulation
Plan II.
1.21 "Salary Reduction Agreement" means an agreement entered into between the
Member and the Company, and by which the Member agrees to accept a
reduction in Earnings from the Company equal to any whole (or fractions,
as required by adjustments under Paragraph 3.3) percentage, per payroll
period, not to exceed 17 percent. This agreement shall apply to each
payroll period during the period it is in effect in which the Member
receives Earnings. In consideration of such agreement, the Company will
transfer to the Member's Elective Deferral subaccount the amount of the
Elective Deferral at the time that regular salary payments are made to
its Employees.
1.22 "Subsidiary" or "Affiliate" means:
(a) All corporations which are members of a controlled group of
corporations within the meaning of Section 1563(a) of the Code
[determined without regard to Section 1563(a)(4) and Section
1563(e)(3)(C) of said Code] and of which CH-Twenty, Inc. is then
a member. Subsidiary or Affiliate shall include Atlantic
Richfield Company and its Subsidiaries or Affiliates; and
(b) All trades or businesses, whether or not incorporated, which,
under the regulations prescribed by the Secretary of the
Treasury pursuant to Section 210(d) of ERISA or Section 414(c)
of the Code, are then under common control with CH-
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Twenty, Inc., or with respect to the last sentence of
Subparagraph 1.22(a), Atlantic Richfield Company.
1.23 "Trustee" means the persons or corporations, or both, designated by
agreement of trust between them and CH-Twenty, Inc. to hold
contributions from the Company, Deferrals of Members, transfers pursuant
to Section 14 investments thereof and earnings thereon. The duties and
responsibilities of the Trustee shall be those set forth in the trust
agreement.
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SECTION 2
MEMBERSHIP - ELIGIBILITY
2.1 Membership
(a) Elective Deferrals - An Employee who is paid on the United
States dollar payroll of the Company may become a Member and
make Elective Deferrals on the Employee's date of employment.
To become a Member, an Employee must enter into a Salary
Reduction Agreement in accordance with Section 3.
(b) Company Contributions - An Employee who is paid on a United
States dollar payroll of the Company shall be eligible for
Company contributions on the earlier of (i) or (ii) below:
(i) Completion of six months of Credited Company Service; or
(ii) Completion of 1,000 Hours of Service during any
12-consecutive-month period commencing on the Employee's
date of employment or any anniversary thereof.
2.2 Notice to Administrator
The Company shall advise the Administrator as to the date an Employee
becomes a Member. In the event that any question arises as to the
eligibility of any Employee, the decision of the Administrator as to
such Employee's eligibility shall be binding upon the Company, the
Employees, the Members, the beneficiaries, and any and all other persons
having or claiming any interest hereunder.
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2.3 Transferees
If an Employee transfers to the Company from a Subsidiary or Affiliate
and the Employee was making an Elective Deferral under a Capital
Accumulation Plan as of the date of transfer, and was eligible for a
Company contribution, the Employee shall be eligible for a Company
contribution as soon as possible following the date of transfer.
2.4 Membership Termination
(a) An Employee's membership shall terminate upon:
(i) Death, disability, dismissal, retirement or termination
of employment for any other reason;
(ii) Continuation of a Participant's employment with an
acquiring employer in conjunction with a sale to the
acquiring employer of substantially all of the assets
used by the Company or any Subsidiary or Affiliate in a
trade or business which such entity conducts; or
(iii) A disposition of the Company's interest in a Subsidiary
or Affiliate when the Participant continues employment
with such Subsidiary or Affiliate.
(b) A Member may not voluntarily terminate membership in this Plan
during active employment with the Company.
(c) If a Member transfers to a Subsidiary or Affiliate which is not
participating in this Plan, or to an employment classification
excluded from Plan participation, the Member's Account shall not
be distributed until the Member has terminated employment with
the Company or all of its
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<PAGE> 18
Subsidiaries or Affiliates or is involved in a sale described in
Subparagraph 2.4(a)(ii) or (iii).
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<PAGE> 19
SECTION 3
MEMBERS' ELECTIVE DEFERRALS
3.1 Members' Elections
Each Member who is an Employee may enter into a Salary Reduction
Agreement with the Company providing for withholding of Elective
Deferrals from each of the Member's regular paychecks at a rate of one
percent to 17 percent of the Member's Earnings, in whole percentages. A
Salary Reduction Agreement shall remain in effect until changed by the
Member.
A Member's election shall be made in the manner prescribed by the
Administrator. A Member may change the Member's election with respect to
the Member's rate of future contributions at any time by giving notice
in such manner as is prescribed by the Administrator. Such changes shall
be effective as of the payroll period beginning after the date of
receipt of such notice by the Administrator.
The Company may limit or reduce its Salary Reduction Agreement with any
Member at any time, on a nondiscriminatory basis, to the extent
necessary to ensure compliance with the limitations of Paragraph 3.3 or
3.4.
3.2 Contribution of Elective Deferrals
The Company shall pay to the Trustee on behalf of each Member the
Deferrals elected by the Member. A Member's Elective Deferrals for a
Plan Year shall be paid to the Trustee no later than 30 days after the
last day of the Plan Year. Elective Deferrals may be paid to the Trustee
in the following forms:
(a) To the extent that a Member has directed pursuant to Paragraph
6.2 that his or her Elective Deferrals be invested in an option
other than Atlantic Richfield Common Stock, such Elective
Deferrals shall be paid to the Trustee in cash;
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<PAGE> 20
(b) To the extent that a Member has directed pursuant to Section 6.2
that his or her Elective Deferrals be invested in Atlantic
Richfield Company Common Stock under the Non-ESOP Part of the
Plan, such Elective Deferrals may be paid to the Trustee in
cash, in shares of Atlantic Richfield Company Common Stock, or
in any combination thereof; and
(c) To the extent that a Member has directed pursuant to Paragraph
6.2 that his or her Elective Deferrals be invested in Atlantic
Richfield Company Common Stock under the ESOP Part of the Plan,
such Elective Deferrals may be paid to the Trustee in cash, in
shares of Atlantic Richfield Company Common Stock, in the form
of forgiveness of indebtedness on an Acquisition Loan from the
Company to the Plan, or in any combination thereof.
3.3 Annual Dollar Limitation
(a) A Member's Elective Deferrals for a calendar year, when
considered together with the amount of salary reduction elected
by the Member under any other plan meeting the requirement of
Section 401(k) of the Code, may not exceed $9,500, as adjusted
pursuant to Code Section 415(d) for Plan years commencing after
December 31, 1997.
(b) Once a Member's Elective Deferrals reach the limitation
described in Subparagraph 3.3(a), all subsequent deferrals will
be suspended for the remainder of the calendar year. Elective
Deferrals will automatically resume on the following January 1.
Unless the Member elects to change the Elective Deferral percent
according to Paragraph 3.1, Elective Deferrals will resume at
the rate in effect on the suspension date.
(c) If a Member notifies the Administrator on or before March 31
after the close of a calendar year that the Member's total
Elective Deferrals (within the
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<PAGE> 21
meaning of Section 402(g)(3) of the Code) for such calendar year
exceed the limitation of Subparagraph 3.3(a), the Administrator
shall direct that such excess Elective Deferrals, plus any
income and minus any loss allocable thereto for the calendar
year, be distributed no later than the April 15 following
notification to the Administrator. A Member is deemed to notify
the Administrator of Elective Deferrals in excess of the
limitation in Subparagraph 3.3(a) that arise by taking into
account those Elective Deferrals made to the Plan or to any
other Plan of the Company or a Subsidiary or Affiliate.
(d) For purposes of Subparagraph 3.3(c), gain or loss allocable to
excess Elective Deferrals shall be computed under the method
used by the Plan to allocate gains and losses.
3.4 Actual Deferral Percentage Tests
The Plan shall comply with the requirements of Section 401(k)(3) of the
Code and the regulations thereunder, including Treas. Reg.
1.401(k)-1(b), which provisions are incorporated herein by this
reference. To the extent permitted by regulations, matching
contributions described in Paragraph 4.1 and nonelective contributions
described in Paragraph 4.7 may, at the discretion of the Administrator,
be deemed Elective Deferrals for purposes of this Paragraph 3.4.
3.5 Return of Elective Deferrals to Members
(a) If the Administrator determines pursuant to Paragraph 3.4, that
a Member is not eligible to defer any or all amounts elected
under Paragraph 3.1, the Administrator may elect, in its
discretion, to pursue any of the following steps or any
combination of them:
(i) The Administrator may authorize a suspension or
reduction of Elective Deferrals made under Paragraph 3.1
by authorizing a
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<PAGE> 22
suspension or reduction of deferrals above a specific
dollar amount or percent of compensation.
(ii) The Administrator may reduce the Elective Deferrals of
Highly Compensated Employees to the percent necessary to
meet the requirements of Paragraph 3.4. The reduction
will be accomplished by reducing the Elective Deferrals
of Highly Compensated Employees in order of their Actual
Deferral Percents, as defined in regulations, beginning
with the Members having the highest percent until a
requirement of Paragraph 3.4 is met. The total amounts
reduced, together with gain or loss allocable thereto
for the Plan Year, will be paid by the end of the
following Plan Year to Highly Compensated Employees
beginning with such employees having the highest dollar
amount of Elective Deferrals.
(b) Gain or loss, for purposes of Subparagraph 3.5(a) allocated to
excess contributions shall be computed under the method used by
the Plan to allocate gains and losses.
(c) Amounts distributable under Subparagraph 3.5(a) will be reduced
by excess deferrals previously distributed because the limit
under Paragraph 3.3 was exceeded.
(d) This Paragraph 3.5 will be applied after taking into account any
reduction in, or repayment, of Elective Deferrals under
Paragraphs 3.3 and 4.6.
3.6 Make-Up Elective Deferrals
Notwithstanding any provision of the Plan to the contrary, Elective
Deferrals with respect to qualified military service may be made in
accordance with Section 414(u) of the Code.
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SECTION 4
COMPANY CONTRIBUTION
4.1 Company Contribution
Subject to the provisions of Paragraphs 4.3 and 4.4, for each pay
period, the Company shall pay to the Trustee a contribution on behalf of
each Member equal to 160 percent of the Member's Elective Deferrals
(including Make-Up Elective Deferrals under Paragraph 3.6) for the pay
period which do not exceed five percent of the Member's Earnings for the
pay period. This contribution shall be made no later than 30 days
following the date on which the related Member Deferrals are made, and
except for Members who have attained age 55, shall be made under the
ESOP Part of the Plan.
4.2 Form of Contribution
Company contributions made pursuant to Paragraph 4.1 may be made in the
form of cash, shares of Atlantic Richfield Company Common Stock,
forgiveness of indebtedness on an Acquisition Loan from the Company to
the Plan, or any combination of the foregoing.
4.3 Members Excluded From Contribution
The Company contribution described in Paragraph 4.1 shall not be made on
behalf of a Member whose base salary is more than $150,000 on an
annualized basis.
4.4 Actual Contribution Percentage Test
The Plan shall comply with the requirements of Section 401(m)(2) and
Section 401(m)(9) of the Code, and the regulations thereunder, including
Treas. Reg. Section 1.401(m)-1(b) and Treas. Reg. Section 1.401(m)-2,
which provisions are incorporated herein by this reference. To the
extent permitted by regulations, Elective Deferrals described in
Paragraph 3.1 and nonelective contributions described in Paragraph 4.7
may, at
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<PAGE> 24
the discretion of the Administrator, be taken into account in satisfying
this Paragraph 4.4.
4.5 Distribution of Excess Contributions
(a) If the Administrator determines, in its discretion, that the
allocation of Company contributions pursuant to Paragraph 4.1 to
Members' Accounts for a Plan Year does not meet a requirement of
Paragraph 4.4, the Administrator may reduce the allocation of
such Company contributions to the Accounts of certain Members
who are Highly Compensated Employees to the extent necessary to
meet that requirement. The reduction will be accomplished by
reducing allocations to the Accounts of Members who are Highly
Compensated Employees in order of their Actual Contribution
Percents, beginning with the Member having the highest percent
until a requirement of Paragraph 4.4 is met. The total reduced
amounts, adjusted by gain or loss allocable thereto for the Plan
Year, will be returned by the end of the following Plan Year to
Highly Compensated Employees beginning with such employees
having the highest dollar amount of Elective Deferrals.
(b) Gain or loss, for purposes of Subparagraph 4.5(a), allocated to
excess aggregate contributions shall be computed under the
method used by the Plan to allocate gains and losses.
4.6 Section 415 Limitations
(a) In addition to other limitations set forth in the Plan and
notwithstanding any other provisions of the Plan, "annual
additions" made to this Plan (and all other defined contribution
plans required to be aggregated with the Plan under the
provisions of Section 415 of the Code) shall not exceed an
amount in excess of the limit set forth in such section of the
Code. For purposes of calculating such limit under Section 415
of the Code, the "limitation year" shall be
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the calendar year. Deferrals and Company Contributions, pursuant
to Paragraph 4.1, in excess of the actual deferral and
contribution percent tests of Sections 3.4 and 4.4 are
considered annual additions even if corrected through
distribution.
(b) If the limitations described in Section 415(c) of the Code are
exceeded for a Member for a limitation year, the excess will be
eliminated as follows:
(i) Provisions of any other defined contribution plans
established by the Company or a Subsidiary or Affiliate
which have caused the limits to be exceeded will be
applied; provided, however, that if such other Plan is
described in Section 401(k) of the Code, the provisions
of the Plan in which the Member is active as of the last
day of the limitation year shall be applied before the
provisions of the Plan in which the Member is inactive.
(ii) Amounts attributable to after tax contributions made by
the Member to the Plan (or any other plan maintained by
the Company or any Subsidiary or Affiliate) shall be
paid to the Member.
(iii) Amounts attributable to Elective Deferrals made by a
Member to the Plan (or any other plan maintained by the
Company or a Subsidiary or Affiliate) shall be paid to
the Member.
(iv) The excess, if any, will be held unallocated in a
suspense account. The suspense account will be applied
to reduce contributions for remaining Members in the
limitation year, and each succeeding limitation year, if
necessary. If a suspense account is in existence at any
time during the limitation year pursuant to this
subparagraph, it
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will not participate in the allocation of the investment
gains and losses.
(c) If the limitations described in Section 415(e) of the Code are
exceeded for a Member for a limitation year, the excess will be
eliminated by applying the provisions of the defined benefit
plan in which the Member participates.
4.7 Nonelective Contributions
(a) The Administrator, in its sole discretion, may make a
nonelective contribution to the Accounts of certain Members who
are not highly compensated to the extent necessary to satisfy
the requirement of Paragraph 3.4 and/or 4.4 of the Plan, or to
assist the Plan or any other plan of the Company or any
Subsidiary or Affiliate to satisfy the requirements of Section
410(b) of the Code.
(b) A contribution under this Paragraph 4.7 shall be allocated to
eligible Member's in the ratio that the Earnings of each such
Member for the Plan Year bears to the total Earnings of all such
Member's for the Plan Year.
(c) The Company shall make contributions necessary to reinstate
Members' Accounts pursuant to Paragraph 9.9 of the Plan.
4.8 Exclusive Benefit
The corpus or income of the trust may not be divested to or used for
other than the exclusive benefit of the Members and their beneficiaries
and to defray reasonable expenses of administering the Plan.
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SECTION 5
FINANCED SHARES
5.1 Acquisition Loans
CH-Twenty, Inc., by action of its President, may direct the Trustee to
incur Acquisition Loans from time to time to finance the acquisition of
Atlantic Richfield Company Common Stock (Financed Shares) under the ESOP
Part of the Plan or to repay a prior Acquisition Loan. For this purpose,
an installment obligation incurred in connection with the purchase of
Atlantic Richfield Company Common Stock shall be treated as an
Acquisition Loan.
An Acquisition Loan shall be for a specific term, shall bear a
reasonable rate of interest, and shall not be payable on demand except
in the event of default. An Acquisition Loan may be secured by a pledge
of the Financed Shares so acquired (or acquired with the proceeds of a
prior Acquisition Loan which is being refinanced). No other assets of
the Plan may be pledged as collateral for an Acquisition Loan, and no
lender shall have recourse against assets of the Plan other than
Financed Shares remaining subject to pledge. If the lender is a "party
in interest" [as defined in Section 3(14) of ERISA], the Acquisition
Loan must provide that in the event of default, assets of the Plan may
be transferred to the lender only upon, and to the extent of, the
failure of the Plan to meet the payment schedule of the Acquisition
Loan. Any pledge of Financed Shares must provide for the release of the
shares so pledged as payments on the Acquisition Loan are made by the
Trustee and such Financed Shares are allocated to Members' Accounts
under Paragraph 5.2.
Payments of principal and/or interest on any Acquisition Loan shall be
made by the Trustee, as directed by the Company, only from: (a) Company
contributions paid in cash to enable the Plan to make payments on such
Acquisition Loan [including Elective Deferrals contributed under
Paragraph 3.2, to the extent that Members
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have directed pursuant to Paragraph 6.2 that such Elective Deferrals be
invested in shares of Atlantic Richfield Company Common Stock under the
ESOP Part of the Plan] and earnings attributable thereto; (b) the
proceeds of any Acquisition Loan and the earnings attributable thereto;
and (c) any cash dividends received by the Plan on the Financed Shares
purchased with the proceeds of such Acquisition Loan. The payments made
with respect to an Acquisition Loan for a Plan Year must not exceed the
sum of such Company contributions, proceeds, earnings, and dividends for
that Plan Year and prior Plan Years, as reduced by the amount applied to
make such payments in prior Plan Years. As directed by CH-Twenty, Inc.,
the Trustee also may sell any Financed Shares that have not yet been
allocated to Members' Accounts and use the proceeds from such sale to
pay principal and/or interest on the Acquisition Loan used to acquire
such shares.
5.2 Payments on Acquisition Loan
The acquisition of Atlantic Richfield Company Common Stock with the
proceeds of an Acquisition Loan may be made on the open-market, or from
Atlantic Richfield Company, in a single purchase or a series of
purchases over a period of time. Prior to use for such purchase or
purchases, the Acquisition Loan proceeds may be invested by the Trustee
(as directed by CH-Twenty, Inc.) in interest-bearing accounts or
instruments. Interest derived therefrom shall be applied to make
payments on the Acquisition Loan, or, if the Acquisition Loan has been
repaid in full, shall be allocated as of the last day of the Plan Year
among the Accounts of all Members who have not terminated membership
pursuant to Paragraph 2.4 as of such date in proportion to their
Earnings for the Plan Year.
All Financed Shares acquired by the Plan shall initially be credited to
a loan suspense account, and will be allocated to the Members' Accounts
only as payments on the Acquisition Loan are made. Release from the loan
suspense account for allocation to Members' Accounts in each Plan Year
shall be based on
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<PAGE> 29
shares of stock or other non-monetary units, rather than by dollar
amount, and shall not be less than the number calculated as follows:
(a) The number of Financed Shares held in the loan suspense account
immediately before the release in the current Plan Year shall be
multiplied by a fraction, the numerator of which is the amount
of principal and interest paid on the Acquisition Loan for that
Plan Year, and the denominator of which is the sum of the
numerator plus the total payments of principal and interest on
that Acquisition Loan projected to be paid for all future Plan
Years. For this purpose, the interest to be paid in future Plan
Years is computed by using the interest rate in effect as of the
last day of the current Plan Year.
(b) In lieu of the method described in Subparagraph 5.2(a), the
Company may elect (as to each Acquisition Loan) or the
provisions of the Acquisition Loan may provide for the release
of Financed Shares from the loan suspense account based solely
on the ratio that the payments of principal for each Plan Year
bear to the total principal amount of the Acquisition Loan. This
method may be used only if: (i) the Acquisition Loan provides
for annual payments of principal and interest at a cumulative
rate that is not less rapid at any time than level annual
payments of such amounts for ten years; (ii) interest included
in any payment on the Acquisition Loan is disregarded only to
the extent that it would be determined to be interest under
standard loan amortization tables; and (iii) the entire duration
of the Acquisition Loan repayment period does not exceed ten
years, even in the event of a renewal, extension, or refinancing
of the Acquisition Loan.
As of each date that payments (other than payments with the proceeds of
a new Acquisition Loan) are made on an Acquisition Loan, the Financed
Shares released from the loan suspense account shall be allocated to
Members' Accounts in
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<PAGE> 30
proportion to the amounts debited from each Member's Account to make the
Acquisition Loan payments.
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SECTION 6
INVESTMENT OF MEMBERS' ACCOUNTS
6.1 Members' Accounts
The Administrator shall establish and maintain an Account in the name of
each Member. Separate records shall be maintained with respect to the
portion of a Member's Account attributable to Elective Deferrals under
Section 3 and transferred amounts under Section 14, and earnings
thereon, and the portion of a Member's Account attributable to Company
contributions under Section 4 and earnings thereon.
6.2 Investment of Elective Deferrals, Transferred Amounts and Certain
Company Contributions
Upon receipt of a Member's Elective Deferrals, transferred amounts under
Section 14 and Company contributions pursuant to Subparagraph 6.3(b),
the Trustee shall invest such amounts among the following investment
alternatives, in the proportion indicated by the Member in his or her
investment directions provided to the Administrator:
(a) In Atlantic Richfield Company Common Stock held under the ESOP
Part of the Plan;
(b) In Atlantic Richfield Company Common Stock held under the
non-ESOP Part of the Plan;
(c) In the Money Market Fund, consisting of specified types of fixed
income investments such as deposits in interest-bearing bank
accounts, certificates of deposit, corporate or governmental
obligations maturing in not more than five years, financial
futures contracts, deposits under a deposit administration or
similar contract issued by an insurance company or in a
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<PAGE> 32
commingled or common investment account or fund established and
maintained by an investment advisor or a bank (which bank may be
the Trustee) and the assets of which are invested primarily in
debt obligations, or in any combination thereof as CH-Twenty,
Inc. or a delegate thereof may determine;
(d) In the Equity Fund, consisting of specified equity investments
such as common or capital stock of issuers (other than the
Company, Subsidiaries or Affiliates, or Lyondell Petrochemical
Company or any of its Subsidiaries or Affiliates), bonds,
debentures or preferred stocks convertible into common or
capital stock of such issuers, financial futures contracts,
interests in any commingled or common equity fund established
and maintained by an investment advisor or a bank (which bank
may be the Trustee), interests in any mutual fund or other
similar types of equity investments and cash equivalent
short-term investments maturing in less than one year, or in any
combination thereof as CH-Twenty, Inc. or a delegate thereof may
determine;
(e) In the Bond Fund, consisting of specified types of fixed income
investments, such as public obligations of the United States or
foreign governments or their agencies, securitized financing or
corporate bonds of issuers (other than the Company, Subsidiaries
or Affiliates, or Lyondell Petrochemical Company or any of its
Subsidiaries or Affiliates), debentures, financial futures
contracts, interests in any commingled or common fixed income
fund established and maintained by an investment advisor or bank
(which bank may be the Trustee), interests in any mutual fund or
other similar types of fixed income investments and cash
equivalent short-term investments, or in any combination thereof
as CH-Twenty, Inc. or a delegate thereof may determine;
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(f) In the International Equity Fund consisting of specified
investments in global issuers such as common or capital stock
(other than common or capital stock of the Company, Subsidiaries
or Affiliates, or Lyondell Petrochemical Company or any of its
Subsidiaries or Affiliates), preferred stocks, securities
convertible into common or capital stock of such issuers,
financial futures contracts, currency futures or options,
forward currency contracts, interests in any commingled or
common equity fund established and maintained by an investment
advisor or a bank (which bank may be the Trustee), interests in
any mutual fund or other similar types of equity investments and
cash equivalent investments, or similar investments or in any
combination thereof as CH-Twenty, Inc. or a delegate thereof may
determine; or
(g) In the Balanced Fund consisting of units of the Equity Fund, the
International Equity Fund and the Bond Fund. The weighing of the
Balanced Fund shall be approximately 45 percent Equity Fund, 15
percent International Equity Fund and 40 percent Bond Fund.
A Member's directions as to the initial investment of his or her
Elective Deferrals and/or Company contributions shall be provided in
such manner as is prescribed by the Administrator. Such directions shall
remain in effect until new directions are provided to the Administrator
by the Member. A Member may change the direction as to the initial
investment of his or her Elective Deferrals and/or Company contributions
at any time by providing notice in such manner as may be prescribed by
the Administrator. Any change of investment directions shall be
effective with respect to Elective Deferrals and/or Company
contributions paid to the Trustee for pay periods beginning after the
notice is received by the Administrator.
6.3 Investment of Company Contributions
(a) Except as provided in Subparagraph 6.3(b), all contributions by
the Company pursuant to Paragraph 4.1, and any amounts of
interest
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attributable to the proceeds of an Acquisition Loan allocated to
Members' Accounts pursuant to Paragraph 5.2 after the
Acquisition Loan has been repaid in full, shall at all times be
invested in Atlantic Richfield Company Common Stock under the
ESOP Part of the Plan. Contributions under Paragraph 4.1 made in
cash shall be applied to purchase shares of Atlantic Richfield
Company Common Stock or to make payments on an Acquisition Loan
within a reasonable time after being paid to the Trustee or
after being allocated to Members' Accounts.
(b) A Member who has attained age 55 may invest Company
contributions in any of the investment options set forth in
Paragraph 6.2.
6.4 Funds Invested in the Money Market Fund
(a) There shall be invested in the Money Market Fund:
(i) Amounts which a Member elects to have so invested under
Subparagraph 6.2(c); and
(ii) On an interim basis, amounts being accumulated in a
Member's Account for investment under Subparagraphs
6.2(a), (b), (d), (e), (f) and (g).
(b) Subject to the requirement of Subparagraph 6.5(c), a Member may
direct, once during each 15-calendar-day period, that funds
invested in the Money Market Fund under Subparagraph 6.2(c) be
invested in any of the other permitted alternatives; provided,
that (i) only one direction whether made solely under this
subparagraph, or in combination with a direction under Paragraph
6.5, may be made during a 15-calendar-day period; and (ii) a
direction under this subparagraph may not be made earlier than
seven days following (A) the date of receipt by the
Administrator of a Member's
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application to make a withdrawal under Section 7, (B) the date a
loan application is made under Section 13, or (C) the date a
loan repayment is made under Subparagraph 13.8(c)(i).
(c) Interest shall be allocated on a monthly basis to funds held for
a Member in the Money Market Fund as of the last day of a
calendar month. However, such allocation shall not be made with
respect to funds resulting from a conversion to cash of Atlantic
Richfield Company Common Stock, Equity Fund, Bond Fund,
International Equity Fund or Balanced Fund units which occurred
in the calendar month in which allocation of interest is made.
6.5 Sale and Reinvestment of Common Stock, Equity Fund Units, Bond Fund
Units, International Equity Fund Units or Balanced Fund Units
(a) A Member may direct that shares of Atlantic Richfield Company
Common Stock, other than shares purchased with Company
contributions made after July 1, 1988, units of the Equity Fund,
Bond Fund, International Equity Fund and/or Balanced Fund held
in the Member's Account be converted to cash and the proceeds
thereof, less any applicable expenses of sale, be invested in a
different option described in Paragraph 6.2; provided, that (i)
only one direction, whether made solely under this subparagraph,
or in combination with a direction under Paragraph 6.4, may be
made during a 15-calendar-day period; (ii) a direction under
this subparagraph may not be made earlier than seven calendar
days following (A) the date of receipt by the Administrator of a
Member's application to make a withdrawal under Section 7, (B)
the date a loan application is made under Section 13, or (C) the
date a loan repayment is made under Subparagraph 13.8(c)(i); and
(iii) a Member who has attained age 55 as of the date of the
direction to convert may, subject to the restrictions described
in this paragraph, direct that shares of Common Stock (including
Common Stock of a Subsidiary or Affiliate or Lyondell
Petrochemical Company attributable to contributions of
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such companies) held in the Member's Account which are
attributable to Company contributions be sold and the proceeds
reinvested in one or more of the other options described in
Paragraph 6.2.
(b) The conversion of shares of Atlantic Richfield Company Common
Stock to shares of such stock held in the ESOP Part of the Plan
described in Subparagraph 6.2(a), and the conversion of shares
of Atlantic Richfield Company Common Stock held in the ESOP Part
of the Plan to the shares held under Subparagraph 6.2(b) of the
Plan, shall be accomplished by a recharacterization of the
shares, pursuant to procedures established by the Administrator;
provided, that only one direction, whether made solely under
this subparagraph or in combination with a direction under
Paragraph 6.4, may be made during a 15-calendar-day period.
(c) Proceeds of the conversion of shares of Atlantic Richfield
Company Common Stock to cash may not be reinvested in Atlantic
Richfield Company Common Stock until 15 calendar days after the
date of such conversion. Proceeds of the conversion of units of
the Equity Fund, Bond Fund, International Equity Fund or
Balanced Fund to cash may not be reinvested in the Equity Fund,
Bond Fund, International Equity Fund or Balanced Fund, as the
case may be, until 15 calendar days after the date of such
conversion.
6.6 Directives
All elections and directions by Members concerning the investment of
their Accounts shall be made in the manner prescribed by the
Administrator, shall be irrevocable and shall become effective upon
receipt by the Administrator.
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6.7 Purchases and Sales of Atlantic Richfield Company Common Stock
Purchases and sales of Common Stock of Atlantic Richfield Company shall
be handled in accordance with the following rules and such additional
procedures, consistent with such rules, which the Administrator may
establish from time to time:
(a) Purchases and sales of Common Stock of Atlantic Richfield
Company pursuant to a Member's directive under Paragraph 6.4 or
6.5, or to accommodate a distribution or withdrawal pursuant to
Section 7 or 8, shall be made in the open-market as follows:
(i) Each Wednesday and Friday the Administrator shall
execute an open-market transaction, at a time determined
at the discretion of the Administrator, covering all
participant directives received by the Administrator by
such time as determined by the Administrator, and
communicated to Members, on the preceding Company
business day, except that if a Wednesday or Friday is a
Company holiday or a day on which trading on the New
York Stock Exchange is closed, the transaction will
occur on the next day (a Wednesday or Friday) on which
the Plan executes a transaction in the open- market.
(ii) If an unforeseeable administrative difficulty prevents
the execution of the open-market transaction otherwise
scheduled for a Wednesday or Friday, such transaction
will be executed on the first business day thereafter
which does not fall within one of the two exceptions in
Subparagraph 6.7(a)(i).
(iii) The Administrator may, in its discretion, match the
purchase and sale orders scheduled for an open-market
transaction and transact the net purchase or sale,
whichever the case may be. The
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Administrator may also agree with the Administrator of
one or more other individual account plans (as described
in Section 3(34) of ERISA, and which is maintained by
the Company or its Subsidiaries or Affiliates, and
provides for the same purchases and sales pursuant to
participant directives described in Paragraphs 6.4 and
6.5) to combine and match orders from all of the plans
and execute a "net" transaction, as described above. The
price per share allocated to each purchase or sale order
shall be the price transacted for the "net" shares on
the open-market transaction date otherwise scheduled for
the orders under Subparagraph 6.7(a)(i). The price
transacted for a "net" transaction shall be the price
obtained on the open-market in the case of a single
transaction, and the weighted average of the prices
obtained on the open-market in the case of multiple
transactions.
(iv) Brokerage commissions, transfer fees and other expenses
actually incurred in any such sale or purchase shall be
equitably allocated and added to the cost or subtracted
from the proceeds of all purchases or sales, as the case
may be, effected on a pricing day, whether pursuant to
the netting process described in Subparagraph
6.7(a)(iii), or pursuant to actual separate transactions
per Member order.
(b) Purchases of Common Stock of Atlantic Richfield Company with
Member's Elective Deferrals or Company contributions under
Section s 3 and 4:
(i) Purchases shall normally be made either in the
open-market or from Atlantic Richfield Company, at
prices to the Plan not in excess of the fair market
value of such Atlantic Richfield Company Common Stock on
the date of purchase thereof, as determined by the
Trustee.
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(ii) Allocations to Members' Accounts will be made in full
and fractional shares.
(iii) The Trustee may limit the daily volume of purchases to
the extent it believes such action to be in the best
interests of the Members. When Atlantic Richfield
Company Common Stock is purchased, the cost charged to
the Accounts of Members affected by such purchase shall
be determined on an equitable basis in accordance with
rules to be adopted by the Administrator and
incorporating the following principles:
(A) The cost charged to each affected Member's
Account shall be based on the average cost per
share of all Atlantic Richfield Company Common
Stock purchased during whatever period may be
established by the Administrator.
(B) Brokerage commissions, transfer fees and other
expenses actually incurred in any such purchase
shall be added to the cost of any such purchase.
(c) A Member may direct the Administrator to use any available cash
or funds held for the Member under Subparagraph 6.2(c) to
exercise any options, rights or warrants issued with respect to
Atlantic Richfield Company Common Stock in the Member's Account.
In the absence of such direction, or if there are no available
funds, any such option, right or warrant having a market value
shall be sold for the Member's Account.
6.8 Voting of Atlantic Richfield Company Common Stock
(a) The Trustee shall vote whole shares of Atlantic Richfield
Company Common Stock credited to each Member's Account in
accordance with
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such Members' written instructions. Fractional shares of
Atlantic Richfield Company Common Stock shall be aggregated into
whole shares of stock and voted by the Trustee, to the nearest
whole vote, in the same proportion as shares are to be voted by
the Trustee pursuant to Members' written instructions. In the
absence of voting instructions by one or more Members, the
Trustee shall vote uninstructed shares, to the nearest whole
vote, in the same proportion as shares are to be voted by the
Trustee pursuant to Members' written instructions. The Trustee
shall vote unallocated shares, to the nearest whole vote, in the
same proportion as allocated shares are to be voted by the
Trustee pursuant to Members' written instructions.
(b) The Trustee shall exercise rights other than voting rights
attributable to whole shares of Atlantic Richfield Company
Common Stock credited to each Member's Account in accordance
with such Members' written instructions. Rights attributable to
fractional shares of Atlantic Richfield Company Common Stock
(which for this purpose shall be aggregated into whole shares of
stock) shall be exercised by the Trustee in the same proportion
as rights which are exercised by the Trustee pursuant to
Members' written instructions. In the absence of instructions by
one or more Members, the Trustee shall exercise uninstructed
rights in the same proportion as rights which are to be
exercised by the Trustee pursuant to Members' written
instructions. The Trustee shall exercise rights attributable to
unallocated shares in the same proportion as rights attributable
to allocated shares which are to be exercised by the Trustee
pursuant to Members' written instructions.
(c) The Trustee shall notify the Members of each occasion for the
exercise of voting rights and rights other than voting rights
within a reasonable time before such rights are to be exercised.
This notification shall include all the
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information that Atlantic Richfield Company distributes to
shareholders regarding the exercise of such rights.
6.9 Title of Investments
All investments will be held in the name of the Trustee or its nominees.
6.10 Allocation of Trust Earnings and Valuation of Trust Investments
(a) Any cash dividends declared on Atlantic Richfield Company Common
Stock held in a Member's Account under the ESOP Part of the Plan
as of the record date for the dividend shall be paid in cash to
the Member (or, in the event of death, to the Member's
beneficiary) on, or as soon as possible following, the payment
date for the dividend.
(b) Any cash dividends declared on Atlantic Richfield Company Common
Stock held in a loan suspense account as of the record date for
the dividend shall be used to make payments on the Acquisition
Loan used to acquire the shares of stock held in such account.
(c) Except as provided in Subparagraphs 6.10(a) and (b), all
dividends or other distributions attributable to shares of
Atlantic Richfield Company Common Stock shall be allocated to
the Account of the Member whose Account is credited with such
shares.
(d) On the last day of each month, all income attributable to the
Money Market Fund shall be allocated to the Member's Account in
the ratio that each Member's Money Market Fund Account balance
bears to such account balance of all such Members. For the
purpose of determining such allocation, the Money Market Fund
shall be valued at fair market value.
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6.11 Purchase and Redemption of the Equity Fund, Bond Fund, International
Equity Fund and Balanced Fund Units
Purchase and redemption of the Equity Fund, Bond Fund, International
Equity Fund and Balanced Fund units shall be handled in accordance with
the following rules and such additional procedures, consistent with such
rules, as the Administrator may establish from time to time:
(a) Units of the Equity Fund, Bond Fund, International Equity Fund
and Balanced Fund shall be purchased or redeemed, pursuant to
Member directions under Paragraph 6.5, on each Wednesday and
Friday, covering all Member directives received by the
Administrator by such time as determined by the Administrator,
and communicated to Members, on the preceding Company business
day, except that if a Wednesday or Friday is a Company holiday
or a day on which trading on the New York Stock Exchange is
closed, the purchase or redemption will be executed on the next
day (a Wednesday or Friday) on which the Plan executes a
transaction under this Subparagraph 6.11(a).
(b) If an unforeseeable administrative difficulty prevents the
execution of a transaction under Subparagraph 6.11(a), otherwise
scheduled on a Wednesday or Friday, such transaction will be
executed on the first business day thereafter which does not
fall within one of the two exceptions in Subparagraph 6.11(a).
(c) The Administrator may, in its discretion, combine the purchase
and redemption orders scheduled for a Wednesday or Friday and
transact the net purchase or sale orders, whichever the case may
be. The Administrator may also agree with the Administrator of
one or more individual account plans [as described in Section
3(34) of ERISA, and which is maintained by the Company or its
Subsidiaries or Affiliates, and provides for the same
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purchase and redemption procedure described in Subparagraph
6.11(a)], to combine orders from all of the plans and execute a
"net" transaction.
(d) When units of the Equity Fund, Bond Fund, International Equity
Fund and Balanced Fund are purchased or redeemed, the cost or
net proceeds charged or credited to the Accounts of Members
affected by such purchase or redemption shall be determined on
an equitable basis in accordance with rules to be adopted by the
Administrator, which are consistent with the rules described in
this section, and incorporate the following principles:
(i) The net proceeds of any such redemption of fund units in
a Member's Account shall be credited to such Member's
Account.
(ii) The cost of any such purchase of fund units for a
Member's Account shall be charged to such Member's
Account.
(iii) The net proceeds and cost of fund units shall be based
on the net asset value of such units determined on the
valuation date next following the date the purchase or
redemption order is received by the Administrator. The
valuation date shall be determined by the Administrator
and shall occur on at least a weekly basis. The net
asset value of fund units will be calculated by dividing
the difference between the value of the fund assets and
fund liabilities by the number of units outstanding with
respect to each fund.
(iv) Brokerage commissions, transfer fees and other expenses
actually incurred in any such purchase or redemption
shall be added to the cost or subtracted from the gross
proceeds, of any such purchase or redemption,
respectively.
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(e) Income earned by the Equity Fund, Bond Fund and International
Equity Fund shall automatically be reinvested in the Equity
Fund, Bond Fund and International Equity Fund, as the case may
be. Income, gains and losses shall be reflected in the net asset
value of the units of the Equity Fund, Bond Fund and
International Equity Fund.
6.12 Voting of the Money Market Fund, Equity Fund, Bond Fund and
International Equity Fund Investments
The Trustee, in accordance with the Trust Agreement, shall exercise all
voting and other rights associated with any investments held in the
Money Market Fund, Equity Fund, Bond Fund and International Equity Fund.
6.13 Investment Advisory Fees
The investment advisory fees, if any, incurred for management of the
Money Market Fund, Equity Fund, Bond Fund, International Equity Fund and
Balanced Fund are charged to each respective fund.
6.14 Member Protection
No shares of Atlantic Richfield Company Common Stock held by the ESOP
Part of the Plan may be subject to a put, call or other option, or
buy/sell or similar arrangement. The provisions of this Paragraph 6.14
shall continue to be applicable to the shares of Atlantic Richfield
Company Common Stock held by the ESOP Part of the Plan even if such part
ceases to be an Employee Stock Ownership Plan under Section 4945(e)(7)
of the Code.
6.15 Confidentiality
The Capital Accumulation Plan Administrative Committee shall be
responsible for ensuring the adequacy of procedures established by the
Administrator to safeguard the confidentiality of information relating
to the purchasing, holding and
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selling of Atlantic Richfield Company Common Stock and any voting,
tender or similar rights relating to such stock.
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SECTION 7
WITHDRAWALS DURING EMPLOYMENT DUE TO FINANCIAL HARDSHIP
7.1 Application for Withdrawal
A member, other than a member awaiting a deferred distribution, may at
any time request the Member's Elective Deferrals (but not the earnings
thereon) be paid to the Member due to financial hardship, provided that
no more than one hardship withdrawal may be granted during each
six-month period. The request must be made to the Administrator at such
time and in such manner prescribed by the Administrator and shall
include such documentation and/or written explanation requested by the
Administrator.
7.2 Basis for Withdrawal
The Administrator shall authorize a withdrawal on account of financial
hardship only upon making a written determination that the withdrawal
does not exceed the amount of the immediate and heavy financial need of
the Member and that the withdrawal is based on the need for funds under
one or more of the five following circumstances:
(a) The payment of unreimbursable medical expenses described in
Section 213(d) of the Code previously incurred by the Employee,
the Employee's spouse, or any dependents of the Employee (as
defined in Section 152 of the Code) or necessary for these
persons to obtain medical care;
(b) The payment of all or a portion of the purchase price (excluding
mortgage payments) of a principal residence of the Member;
(c) The payment of tuition and related educational expenses for the
next 12 months of post-secondary education for the Member, his
or her spouse, children or dependents, as defined in Code
Section 152;
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(d) The need to prevent the eviction of the Member from his or her
principal residence or foreclosure on the mortgage of the
Member's principal residence; and
(e) The need to satisfy a judgment of a federal, state or local
court against the Member (such withdrawal will be permitted only
if a written determination is made that such withdrawal is
necessary in light of immediate and heavy financial need of the
Member).
7.3 Payment of Withdrawal
(a) A hardship withdrawal shall be paid in a single payment to the
Member within 60 days following the Administrator's favorable
determination.
(b) A hardship withdrawal shall not cause a termination of
Membership in the Plan.
(c) To the extent permitted by the Code or regulations thereunder, a
Member may elect, at a time and in the manner prescribed by the
Administrator, to have all or a portion of a hardship withdrawal
made payable to an eligible retirement plan. An eligible
retirement plan is an individual retirement account or annuity
described in Section 408(a) or (b) of the Code, an annuity plan
described in Section 403(a) of the Code or a qualified trust
described in Section 401(a) of the Code that accepts the deposit
of such withdrawal.
7.4 Condition to Receipt of Withdrawal
As a condition to receiving the withdrawal:
(a) The Member must have obtained all distributions and all
nontaxable loans available as of the date of the withdrawal
under this Plan and any other employee benefit plan maintained
by the Company and any Subsidiary or Affiliate;
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(b) The Member's contributions to any other defined contribution or
defined benefit employee pension benefit plan maintained by the
Company and any Subsidiary or Affiliate are to be suspended for
a period of 12 months after the Member's receipt of the hardship
distribution; and
(c) The Member may not make Elective Deferrals during the remainder
of the Member's taxable year or the taxable year immediately
following the taxable year in which the hardship distribution is
made.
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SECTION 8
PAYMENTS ON TERMINATION OF COMPANY EMPLOYMENT,
DIVORCE OR OTHER REASONS
8.1 Termination of Employment
(a) If a Member's membership in the Plan is terminated due to
disability, termination of employment for any other reason
except death, or as the result of a sale described in
Subparagraphs 2.4(a)(ii) or (iii), the Member shall receive all
items in the Member's Account. Each Member shall be fully vested
at all times in all items in the Member's Account, whether the
same be derived from Elective Deferrals, transferred amounts, or
Company contributions, or earnings thereon.
(b) Upon the election of the Member who has terminated employment,
all items in a Member's Account shall be distributed to the
Member. With respect to a Member who does not request a
distribution and whose Account balance exceeds $3,500:
(i) Notwithstanding anything to the contrary in this
Paragraph 8.1 and subject to the provisions of Paragraph
8.7, a Member's Account shall be distributed no later
than age 65, or, if later, 12 months following
termination of membership under Subparagraph 8.1(a);
(ii) In the case of the Member's death prior to final
distribution, the Member's Account shall be distributed
in accordance with Paragraph 8.2 of the Plan; and
(iii) No loans or hardship withdrawals may be taken following
termination of employment or disability.
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(c) Notwithstanding anything to the contrary in this Paragraph 8.1,
all items in the Account of a Member who has terminated
employment, and whose Account balance is $3,500 or less, shall
be distributed 12 months following the Member's termination of
membership, unless the Member elects an earlier distribution
date.
(d) Notwithstanding anything in the Plan to the contrary, when a
Member elects to receive all items in the Member's Account and,
in conjunction therewith, directs that items in his or her
Account be converted pursuant to Paragraph 6.4 or 6.5, the
conversion shall be transacted on the first transaction date
under the Plan following the Administrator's receipt of a
request for distribution.
8.2 Death
(a) If a Member dies, or a former Member dies while awaiting receipt
of a distribution pursuant to Paragraph 8.1, and it is
established to the Plan's satisfaction that the consent required
under Subparagraph 8.2(c), either has been obtained or was not
obtainable, all items in the Member's or former Member's Account
shall be paid to the beneficiary or beneficiaries most recently
designated by the Member or former Member in such manner as
prescribed by the Administrator. Such payment shall be made no
later than 90 days following the close of the Plan Year in which
the Plan receives certification of the Member's death. If no
such designation shall have been made, or if all designated
beneficiaries should die before the Member or former Member,
payment shall be made to the Member's or former Member's estate.
(b) Except as provided in Subparagraph 8.2(c), if a Member or former
Member is survived by a spouse, all items in the Member's or
former Member's Account shall be paid to the Member's spouse.
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(c) If a Member or former Member is survived by a spouse, all items
in a Member's or former Member's Account shall be paid to the
beneficiary or beneficiaries most recently designated by the
Member or former Member in such manner as prescribed by the
Administrator; provided, (i) the surviving spouse of the Member
or former Member has irrevocably consented in writing to the
designation of the specific beneficiary or beneficiaries, which
designation may not be changed without spousal consent (or the
spouse expressly permits designations by the Member or former
Member without any further spousal consent), such consent
acknowledged the effect of the election and such consent was
witnessed by a notary public, or (ii) it is established to the
Plan's satisfaction that the consent required by Subparagraph
8.2(c)(i), could not be obtained because the surviving spouse
could not be located or because of such other circumstances as
the Secretary of Treasury may by regulation prescribe. Any
consent necessary under this paragraph shall be effective only
with respect to such spouse, or, in the event it is established
that the consent may not be obtained, such designated spouse. A
revocation of a prior designation may be made by a Member
without the consent of the spouse at any time prior to the
Member's death. A consent that permits designation by the Member
or former Member without any requirement for further consent by
the spouse must acknowledge that the spouse has the right to
limit consent to a specific beneficiary and that the spouse
voluntarily elects to relinquish such right.
8.3 Disability
Disability means a medically determinable physical or mental impairment
resulting from illness or injury as a result of which the Member is
unable to perform one or more of the substantial duties of the Member's
normal work assignment with the Company or of any work assignment which
the Company determines is available
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to the Member and for which the Member is reasonably qualified by
education, training or experience to perform as determined by the
Administrator after review by the Medical Board or such other entity as
designated by the Administrator.
8.4 Divorce
To the extent specified in a Qualified Domestic Relations Order, as
defined in Section 414(p) of the Code, distributions from a Member's
Account may be made to an Alternate Payee, as defined in Section 414(p)
of the Code, prior to the Member's termination of membership under
Subparagraph 8.1(a). Distributions under this paragraph shall be made at
the time set forth in the Qualified Domestic Relations Order, or, if
such order provides, at the time elected by the Alternate Payee.
8.5 Rollover
(a) Notwithstanding anything in this Section 8 to the contrary, a
distributee, as defined below, may elect, at a time and in the
manner prescribed by the Administrator, to have all or a portion
of a distribution under this Section 8, other than any amount
required to be distributed pursuant to Section 401(a)(9) of the
Code, made payable to an eligible retirement plan.
(b) For purposes of this Section 8, other than Paragraph 8.2, an
eligible retirement plan is an individual retirement account or
annuity described in Section 408(a) or (b) of the Code, an
annuity plan described in Section 403(a) of the Code or a
qualified trust described in Section 401(a) of the Code that
accepts such distribution. For purposes of a distribution under
Paragraph 8.2, an eligible retirement plan is an individual
retirement account or annuity.
(c) Distributee means an Employee or former Employee, the surviving
spouse of such Employee or such Employee's spouse or former
spouse who is an alternate payee as defined in Section 414(p) of
the Code.
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8.6 Notice
With respect to a Member whose account exceeds $3,500, the Administrator
shall provide the notice required by Section 1.411(a)-11(c) of Income
Tax Regulations no less than 30 days and no more than 90 days before the
Member's date of distribution; provided, however, that such distribution
may commence less than 30 days after the required notice is given if:
(a) The Member is informed of the Members' right to a period of at
least 30 days after receiving the notice to consider
distribution options; and
(b) The Member, after receiving the notice, affirmatively elects a
distribution.
8.7 Distributions
Notwithstanding anything in the Plan to the contrary, a Member's Account
shall be distributed in a lump sum, no later than the first day of April
following the calendar year in which the Member attains age 70-1/2. Any
amounts subsequently allocated to a Member's Account shall be
distributed during the calendar year immediately following the year of
allocation.
8.8 Distribution of Benefits
The distribution of benefits under this Plan to a Member who has elected
to receive such benefits shall be made not later than the 60th day after
the latest of the close of the plan year in which (a) the Member attains
age 65 or such earlier normal retirement age as may be specified in this
Plan; (b) there occurs the tenth anniversary of the year in which the
Member commenced membership in this Plan; or (c) the Member's service
with the Company is terminated.
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SECTION 9
ADMINISTRATION
CAPITAL ACCUMULATION PLAN ADMINISTRATIVE COMMITTEE
9.1 Capital Accumulation Plan Administrative Committee
The Plan shall be administered by a Capital Accumulation Plan
Administrative Committee. The Committee shall consist of the Senior Vice
President, Human Resources of Atlantic Richfield Company, who shall
serve as Chairperson, and not less than two other persons appointed by
the Chairperson. Members of the Committee shall serve without
compensation. Vacancies shall be filled by the Chairperson or the
Chairperson's delegate.
9.2 Rules of Conduct
The Capital Accumulation Plan Administrative Committee shall adopt such
rules for the conduct of its business and administration of this Plan as
it considers desirable; provided, they do not conflict with this Plan.
9.3 Legal, Accounting, Clerical
The Capital Accumulation Plan Administrative Committee may authorize one
or more of its members or any agent to act on its behalf and may
contract for legal, accounting, clerical and other services to carry out
this Plan. Unless paid by the Company, all expenses of the Company, the
Administrator and the Plan shall be paid by the Plan, to the extent they
constitute reasonable expenses of administering the Plan. The Plan may
reimburse expenses paid directly by the Company or its designee. This
provision shall be deemed a part of any contract to provide for expenses
of Plan administration, whether or not the signatory to such contract
is, as a matter of convenience, the Company or its designee.
9.4 Interpretation of Provisions
The Capital Accumulation Plan Administrative Committee shall have full
discretion and final authority to determine eligibility for benefits and
to interpret the provisions
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of this Plan, to decide questions arising in its administration, and to
establish such other rules for its administration as may be desirable.
9.5 Records of Administration
The Capital Accumulation Plan Administrative Committee shall keep
records reflecting the administration of this Plan which shall be
subject to audit by the Company. Members may examine records pertaining
directly to themselves. At least annually, the Capital Accumulation Plan
Administrative Committee shall have mailed to each Member a statement of
his or her Account and such statement shall be deemed to have been
accepted as correct for all purposes of this Plan unless written notice
to the contrary is received by the Capital Accumulation Plan
Administrative Committee or the Trustee within 30 days after the date of
mailing.
9.6 Claims for Benefits
Applications for benefits must be made in such manner as prescribed by
the Administrator. The Administrator shall have full discretion and
final authority to determine eligibility for benefits and to construe
the terms of the Plan in acting upon an initial application for benefits
or an appeal of a denial of an application for benefits. Each
application shall be acted upon and approved or disapproved within 90
days following its receipt by the Administrator. In the event special
circumstances require an extension of time for reviewing the initial
application for benefits, the Administrator shall make a determination
as soon as practicable but no later than 180 days following receipt of
the application. If any application for benefits is denied, in whole or
in part, the Administrator shall notify the applicant in writing of such
denial and of the applicant's right to a review by the Administrator and
shall set forth in a manner calculated to be understood by the
applicant, specified reasons for such denial, specific references to
pertinent Plan provisions on which the denial is based, a description of
any additional material or information necessary for the applicant to
perfect the application, an explanation of why such
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material or information is necessary, and an explanation of the Plan's
review procedure.
Any person, or a duly authorized representative thereof, whose
application for benefits is denied in whole or in part, may appeal from
such denial to the Administrator for a review of the decision by
submitting to the Administrator within 60 days after receiving notice of
denial, a written statement:
(a) Requesting a review of the application for benefits by the
Administrator;
(b) Setting forth all of the grounds upon which the request for
review is based and any facts in support thereof; and
(c) Setting forth any issues or comments which the applicant deems
relevant to the application.
The Administrator shall act upon each such appeal application within 60
days after the later of receipt of the applicant's request for review by
the Administrator or receipt of any additional materials reasonably
requested by the Administrator from such applicant. In the event special
circumstances require an extension of time for reviewing the appeal, the
Administrator shall make a determination as soon as practicable but no
later than 120 days following receipt of the appeal.
The Administrator shall make a full and fair review of each such
application and any written materials submitted by the applicant or the
Company in connection therewith and may require the Company or the
applicant to submit within 30 days of written notice by the
Administrator therefor, such additional facts, documents, or other
evidence as the Administrator, in its sole discretion, deems necessary
or advisable in making such a review. The Administrator shall have full
discretion in making an independent determination of the applicant's
eligibility for benefits under
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the Plan and shall have full discretion to construe the terms of the
Plan in making its review. The decision of the Administrator on any
application for benefits shall be final and conclusive upon all persons.
If the Administrator denies an application in whole or in part, the
Administrator shall give written notice of its decision to the applicant
setting forth in a manner calculated to be understood by the applicant
the specific reasons for such denial and specific references to the
pertinent Plan provisions on which the Administrator's decision was
based.
9.7 Liability of Committee
No member of the Capital Accumulation Plan Administrative Committee
shall be liable for any action taken in good faith or for the exercise
of any power given the Capital Accumulation Plan Administrative
Committee, or for the actions of other members of said Committee unless
and except to the extent that such liability is imposed under law as a
result of a breach by such member of his or her fiduciary
responsibilities.
9.8 Medical Board
The Capital Accumulation Plan Administrative Committee may appoint a
Medical Board consisting of not less than three physicians, who shall be
authorized to make, or have made, any physical or mental examinations
required or authorized by the Administrator or by the provisions of this
Plan.
9.9 Unlocated Member
If the Committee is unable, after reasonable and diligent effort, to
locate a Member or beneficiary entitled to payment under the Plan, such
payment may be forfeited and used to pay Plan expenses. If the Member or
beneficiary later files a claim for benefit, such benefit will be
reinstated.
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9.10 Legal Representative
The Capital Accumulation Plan Administrative Committee shall act on
behalf of the Plan with respect to any claim or cause of action, whether
arising in the course of administrative or judicial proceedings or
otherwise, and shall be responsible for initiating, pursuing and
defending any such claim or cause of action involving the Plan.
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SECTION 10
AMENDMENTS, DISCONTINUANCE, LIABILITIES
10.1 Amendment of Plan
This Plan may be amended by the Board of Directors of CH-Twenty, Inc.
if, as amended, it continues to be for the exclusive benefit of
Employees. However, no amendment shall reduce the account of any Member
as of the date of such amendment.
10.2 Termination
CH-Twenty, Inc. intends to continue this Plan indefinitely but reserves
the right to terminate it at any time, by action of its Board of
Directors. If this Plan is terminated, or if there is a complete
discontinuance of contributions under this Plan by the Company, all
amounts credited to Accounts of Members shall be held for distribution
as provided in Section 8.
10.3 Liability of Company
The Company shall have no liability for payments under this Plan except
to make the contributions required by Section 4. Any payments under the
Plan shall be made solely from the fund held by the Trustee.
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SECTION 11
MISCELLANEOUS
11.1 Employment
This Plan shall not give any Member any right to be continued in the
employment of the Company.
11.2 Benefits Not Assignable
Except as provided in Paragraph 8.4, no benefit under this Plan shall be
assignable or transferable in whole or in part, either directly or by
operation of law or otherwise, and shall not be subject to attachment or
other process.
11.3 Discharge of Liability
If the Administrator deems any person incapable of receiving benefits to
which such person is entitled under this Plan, by reason of minority,
illness, infirmity, mental incompetency or other incapacity, it may
direct the Trustee to make payment directly for the benefit or the
account of such person or to any eligible person selected by the
Administrator to disburse such payment whose receipt shall be a complete
settlement therefor.
11.4 Governing Laws
The Plan shall be governed by and construed in accordance with federal
laws governing employee benefit plans qualified under the Code or with
the laws of the State of Delaware to the extent not preempted by federal
law.
11.5 Limitation on Mergers
This Plan may not merge or consolidate with, or transfer any of its
assets or liabilities to any other plan unless each Member in this Plan
would, if said other plan were to terminate, receive a benefit
immediately after the merger, consolidation or transfer which is equal
to or greater than the benefit such Member
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would have been entitled to receive immediately before the merger,
consolidation or transfer if this Plan had terminated.
11.6 Delegation of Fiduciary or Administrative Responsibilities
CH-Twenty, Inc., by resolution of its Board of Directors or by written
action of any officer generally or specifically named by such a
resolution to take such an action, and the Capital Accumulation Plan
Administrative Committee, by resolution of said Committee, may at any
time delegate to any other named person or body, or reassume therefrom,
any of their respective fiduciary responsibilities or administrative
duties with respect to this Plan, including the power to delegate and
reassume such responsibilities and duties by written action naming the
person or body to whom the responsibility has been delegated. However,
only the immediate delegate of CH-Twenty, Inc. or the Capital
Accumulation Plan Administrative Committee, as the case may be, may, if
so authorized by CH-Twenty, Inc. or said Committee, delegate any such
responsibilities or duties.
11.7 Named Fiduciary
The named fiduciary with respect to this Plan is CH-Twenty, Inc. except
that (a) as to any matter specified in this Plan as being the
responsibility or function of the Capital Accumulation Plan
Administrative Committee, the named fiduciary is said Committee, (b) as
to any matter specified in the Plan or in the trust agreement as being
the responsibility or function of the Trustee or the Investment Officer
of Atlantic Richfield Company, the named fiduciary is the Trustee or the
Investment Officer, as the case may be, and (c) as to any matter
specified in the Plan as being the responsibility or function of the
President of CH-Twenty, Inc., the named fiduciary is such President.
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11.8 Transferred Funds
(a) Predecessor Plan Assets
(i) Assets transferred on behalf of a Member to this Plan
from the subaccount attributable to the Member's
Deferrals under the Predecessor Plan shall be invested
in the same manner as such assets were invested under
the Predecessor Plan as of the transfer date, until the
Member directs reinvestment of such assets pursuant to
Paragraph 6.4 or 6.5 of the Plan.
(ii) Assets transferred on behalf of a Member to this Plan
from the subaccount attributable to Company
contributions under the Predecessor Plan, which have
been invested solely in Atlantic Richfield Company
Common Stock, shall be invested (and shall remain so
invested) in Atlantic Richfield Company Common Stock
under the ESOP Part of the Plan.
(b) Capital Accumulation Plan Assets of a Subsidiary or Affiliate
Upon the transfer of an Employee eligible to participate in this
Plan from a Subsidiary or Affiliate, other than Atlantic
Richfield Company, any assets maintained under a capital
accumulation plan of such Subsidiary or Affiliate on behalf of
such Employee will be transferred to this Plan in the same
investment alternative under which held as of the transfer date,
and such transferred assets will be subject to the reinvestment
provisions under Paragraph 6.4 or 6.5, except as provided in the
following special conditions:
(i) Any assets transferred on behalf of a Member which have
been invested in Common Stock of a Subsidiary or
Affiliate, other than Atlantic Richfield Company, in the
subaccount attributable to the Member's Deferrals under
the capital accumulation plan of a Subsidiary or
Affiliate will remain so invested, with future dividends
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being reinvested in such stock under the Member's
Account, absent the Member's direction to reinvest such
assets pursuant to Paragraph 6.5 of the Plan; provided,
however, that any assets converted from the Common Stock
of such Subsidiary or Affiliate to another investment
alternative under the Plan may not be reinvested in
Common Stock of a Subsidiary or Affiliate.
(ii) Any assets transferred on behalf of a Member which have
been invested in the Common Stock of a Subsidiary or
Affiliate, other than Atlantic Richfield Company, in the
subaccount attributable to Company contributions under
the capital accumulation plan of such Subsidiary or
Affiliate, will remain so invested, with future
dividends being reinvested in such stock under the
Member's Account; provided, however, that the Member may
elect to convert such assets to Atlantic Richfield
Company Common Stock held under the ESOP Part of the
Plan and any assets so converted may not be reinvested
in the Common Stock of a Subsidiary or Affiliate
(iii) Common Stock of a Subsidiary or Affiliate held by the
Plan shall be subject to the sale and voting provisions
of Section 6.
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SECTION 12
TOP HEAVY PROVISIONS
If the Plan is or becomes Top Heavy in any Plan Year, the provisions of this
Section 12 will supersede any conflicting provisions in the Plan.
12.1 Definitions
(a) Key Employee means an Employee, former Employee or an Employee's
beneficiary who at any time during the determination period is:
(i) An officer of the Company who has annual Compensation
greater than 50 percent of the amount in effect under
Section 415(b)(1)(A) of the Code for the Plan Year;
(ii) One of the ten Employees owning (or considered as owning
within the meaning of Section 318 of the Code) the
largest interest in the Company; provided, such
Employee's annual Compensation from the Company exceeds
the dollar limitation under Section 415(c)(1)(A) of the
Code. If two or more Employees have the same ownership
interest, the Employee with the greater annual
Compensation from the Company for the Plan Year shall be
considered to own the larger interest in the Company;
(iii) A five percent owner of the Company; or
(iv) A one percent owner of the Company who has annual
Compensation from the Company of more than $150,000.
The determination period of the Plan is the Plan Year containing
the Determination Date and the four preceding Plan Years.
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The determination of who is a Key Employee will be made in
accordance with Section 416(i)(1) of the Code and the
regulations thereunder.
(b) Top Heavy Plan: For any Plan Year, this Plan is Top Heavy if any
of the following conditions exist:
(i) If the Top Heavy Ratio for this Plan exceeds 60 percent
and this Plan is not part of any Required Aggregation
Group or Permissive Aggregation Group of plans;
(ii) If this Plan is a part of a Required Aggregation Group
of plans (but which is not part of a Permissive
Aggregation Group) and the Top Heavy Ratio for the group
of plans exceeds 60 percent; or
(iii) If this Plan is a part of a Required Aggregation Group
of plans and part of a Permissive Aggregation Group and
the Top Heavy Ratio for the Permissive Aggregation Group
exceeds 60 percent.
(c) Top Heavy Ratio
(i) If the Company maintains one or more defined
contribution plans (including any Simplified Employee
Pension Plan) and the Company has not maintained any
defined benefit plan which during the five- year period
ending on the Determination Date(s) has or has had
accrued benefits, the Top Heavy Ratio for this plan
alone or for the Required or Permissive Aggregation
Group as appropriate is a fraction, the numerator of
which is the sum of the account balances of all Key
Employees as of the Determination Date(s) [including any
part of any account balance distributed in the five-year
period ending on the Determination Date(s)], and the
denominator of which is the sum of all account balances
[including any part of any account
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balance distributed in the five-year period ending on
the Determination Date(s)], both computed in accordance
with Section 416 of the Code and the regulations
thereunder. Both the numerator and denominator of the
Top Heavy Ratio are adjusted to reflect any contribution
not actually made as of the Determination Date, but
which is required to be taken into account on that date
under Section 416 of the Code and the regulations
thereunder.
(ii) If the Company maintains one or more defined
contribution plans (including any Simplified Employee
Pension Plan) and the Company maintains or has
maintained one or more defined benefit plans which
during the five-year period ending on the Determination
Date(s) has or has had any accrued benefits, the Top
Heavy Ratio for any Required or Permissive Aggregation
Group as appropriate is a fraction, the numerator of
which is the sum of account balances under the
aggregated defined contribution plan or plans for all
Key Employees, determined in accordance with
Subparagraph 12.1(c)(i), and the Present Value of
accrued benefits under the aggregated defined benefit
plan or plans for all Key Employees as of the
Determination Date(s), and the denominator of which is
the sum of the account balances under the aggregated
defined contribution plan or plans for all Members,
determined in accordance with Subparagraph 12.1(c)(i),
and the Present Value of accrued benefits under the
defined benefit plan or plans for all Members as of the
Determination Date(s), all determined in accordance with
Section 416 of the Code and the regulations thereunder.
The accrued benefits under a defined benefit plan in
both the numerator and denominator of the Top Heavy
Ratio are adjusted for any distribution of an accrued
benefit made in the five-year period ending on the
Determination Date.
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(iii) For purposes of Subparagraphs 12.1(c)(i) and (c)(ii),
the value of account balances and the Present Value of
accrued benefits will be determined as of the most
recent Valuation Date that falls within or ends with the
12-month period ending on the Determination Date except
as provided in Section 416 of the Code and the
regulations thereunder for the first and second Plan
Years of a defined benefit plan. The account balances
and accrued benefits of a Member (A) who is not a Key
Employee but who was a Key Employee in a prior year, or
(B) effective January 1, 1985, who has not been credited
with at least one Hour of Service with a Company
maintaining the Plan at any time during the five-year
period ending on the Determination Date will be
disregarded. The calculation of the Top Heavy Ratio, and
the extent to which distributions, rollovers and
transfers are taken into account will be made in
accordance with Section 416 of the Code and the
regulations thereunder. Deductible Employee
contributions will not be taken into account for
purposes of computing the Top Heavy Ratio. When
aggregating plans, the value of account balances and
accrued benefits will be calculated with reference to
the Determination Dates that fall within the same
calendar year.
(iv) The accrued benefit of a Member other than a Key
Employee shall be determined under the method, (A) if
any, that uniformly applies for accrual purposes under
all defined benefit plans maintained by the Company, or
(B) absent such method, as if such benefits accrued not
more rapidly than the slowest accrued rate permitted
under the fractional rule of Section 411(b)(1)(C) of the
Code.
(d) Permissive Aggregation Group: The Required Aggregation Group of
plans plus any other plan or plans of the Company which, when
considered as a
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group with the Required Aggregation Group, would continue to
satisfy the requirements of Section 401(a)(4) and Section 410 of
the Code.
(e) Required Aggregation Group means:
(i) Each qualified plan of the Company in which at least one
Key Employee participates or participated at any time
during the determination period (regardless of whether
the plan terminated); and
(ii) Any other qualified plan of the Company which enables a
plan described in Subparagraph 12.1(e)(i) to meet the
requirements of Section 401(a)(4) or Section 410 of the
Code.
(f) Determination Date means for any Plan Year the last day of the
preceding Plan Year. For the first Plan Year of the Plan, the
last day of that year.
(g) Valuation Date means December 31 of each year.
(h) Present Value: Present Value shall be based on interest rate and
the mortality tables specified in the Company's defined benefit
plan.
(i) Compensation means all compensation, as that term is defined for
Section 415 purposes, but including amounts contributed by the
Company pursuant to salary reduction agreements which are
excludable from the Employee's income under Code Section 125,
Section 402(e)(3), Section 402(h) and Section 403(b).
12.2 Minimum Allocation
(a) Except as otherwise provided in Subparagraphs 12.2(b), (c) and
(d), the Company contributions allocated on behalf of any Member
who is not a Key Employee shall not be less than the lesser of
three percent of such
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Member's Compensation or in the case where the Company has no
defined benefit plan which designates this Plan to satisfy
Section 401 of the Code, the largest percentage of Company
contributions, as a percentage of the first $150,000 of the Key
Employee's Compensation, allocated on behalf of any Key Employee
for that year. The minimum allocation is determined without
regard to any Social Security contribution. This minimum
allocation shall be made even though, under other Plan
provisions, the Member would not otherwise be entitled to
receive an allocation, or would have received a lesser
allocation for the year because of (i) the Member's failure to
complete 1,000 Hours of Service, or (ii) the Member's failure to
make mandatory employee contributions to the Plan, or (iii)
Compensation less than a stated amount.
(b) The provision in Subparagraph 12.2(a), shall not apply to any
Member who was not employed by the Company on the last day of
the Plan Year.
(c) If Members of this Plan are covered by one or more defined
benefit plans maintained by the Company or its Subsidiaries, the
minimum allocation or benefit requirements applicable to Top
Heavy plans shall first be met by such defined benefit plan or
plans.
(d) If Members of this Plan are covered by one or more defined
contribution plans maintained by the Company or its
Subsidiaries, and are not covered by any defined benefit plans
of the Company or its Subsidiaries, the minimum allocation
requirement will be met by the defined contribution plan in
which the Employee is an active member in the following order:
1. Money Purchase Pension Plan
2. Profit Sharing Plan, and
3. Stock Bonus Plan
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(e) For purposes of satisfying the minimum allocation requirements
of this Paragraph 12.2, Elective Deferrals and Company
contributions under Paragraph 4.1 may not be taken into account.
12.3 The minimum accrued benefit required [to the extent required to be
nonforfeitable under Section 416(b)] may not be suspended or forfeited
under Code Section 411(a)(3)(B) or Section 411(a)(3)(D).
12.4 For any Plan Year in which the Plan is Top Heavy, only the first
$150,000 (or such larger amount as may be prescribed by the Secretary of
Treasury or the Secretary's delegate) of each Member's annual
Compensation will be taken into account for purposes of determining
benefits under the Plan.
12.5 In any Plan Year in which the Top Heavy Ratio exceeds 60 percent the
denominators of the defined benefit fraction and defined contribution
fraction [as previously defined in the Plan] shall be computed using 100
percent of the dollar limitation instead of 125 percent. The preceding
sentence shall not apply to an Employee so long as there are no:
(a) Company contributions, forfeitures or voluntary nondeductible
contributions allocated to such Employee, or
(b) Accruals for such Employee under any qualified defined benefit
plan.
12.6 In determining the highest rate of contribution applicable to any Key
Employee, amounts that such Key Employee elects to defer under an
arrangement qualified under Section 401(k) of the Code will be counted
for the purposes of Section 416 of the Code.
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SECTION 13
LOANS TO MEMBERS
13.1 General
A Member may borrow from his or her Account in accordance with the terms
and conditions set forth in this Section 13 and such additional rules,
consistent with such terms and conditions, which the Administrator may
establish from time to time.
13.2 Eligibility
To be eligible to apply for and receive a loan, the Member must be in
receipt of regular Earnings. The loan shall be irrevocable upon the
earlier of:
(a) Endorsement of the check representing the loan proceeds, or
(b) Expiration of ten days from issuance of such check.
13.3 Loan Amount
(a) The maximum loan shall be the greater of (i) or (ii), below:
(i) The lesser of $10,000 (reduced by the outstanding
balance of any loan from the CH-Twenty, Inc. Savings
Plan) or the value of the Member's Account (which shall
include the total of the Member's Accounts in the
CH-Twenty, Inc. Capital Accumulation and Savings Plans
as of the date of the loan and shall exclude United
States Savings Bonds); or
(ii) The lesser of one half of the Member's Account (which
shall include the total of the Member's Accounts in the
CH-Twenty, Inc. Capital Accumulation and Savings Plans
as of the date of the loan and shall
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exclude United States Savings Bonds), or $50,000 reduced
by the highest balance, at any specific time, of any
outstanding loan or loans during the preceding 12 months
from the Plan or the CH-Twenty, Inc. Savings Plan).
(b) A loan must be in cash, in increments of $100 and in an amount
not less than $1,000.
(c) The maximum loan amount shall be reduced to the extent necessary
to prevent each installment of the loan payment, including
principal and interest, when added to installments under any
outstanding loan under the CH-Twenty, Inc. Savings Plan, from
exceeding 25 percent of a Member's biweekly Earnings.
(d) The loan amount may not exceed the lesser of (i) the amount of
the Member's Deferrals and earnings thereon at the time the loan
is made (excluding assets which originated in the Atlantic
Richfield Employee Stock Ownership Plan) or (ii) the amount of
the security, as described hereafter, for the loan.
(e) The value of Common Stock, the Equity Fund, the International
Equity Fund, the Bond Fund and the Balanced Fund for purposes of
Subparagraph 13.3(a), will be determined on the sale date,
pursuant to Paragraph 6.7 or 6.11, immediately preceding the
date the loan application is received by the Administrator.
13.4 Frequency
(a) A Member may have such number of loans outstanding at any time
as shall be determined by the Administrator.
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(b) A loan application may be submitted only once during any 15-day
period and a loan application may not be submitted earlier than
seven days following receipt by the Administrator of a Member's
application to make a purchase or sale under Paragraph 6.5 or a
hardship withdrawal under Section 7.
(c) A loan application may not be submitted earlier than 15 days
following repayment of a previous loan under the Plan the
CH-Twenty, Inc. Savings Plan.
13.5 Interest Rate
A loan shall bear interest at a rate established and communicated by the
Capital Accumulation Plan Administrative Committee to provide the Plan
with a rate of return commensurate with prevailing interest rates
charged on similar commercial loans by persons in the business of
lending money.
13.6 Security
(a) Each loan must be evidenced by a loan agreement executed by the
Member for the amount of the loan, including principal and
interest, payable to the order of the Trustee.
(b) Security for the loans shall equal 50 percent of the assets in
the Member's Account.
(c) The assets which constitute security for the loan will be valued
on the date of the loan agreement, or at such other time as may
be determined by the Administrator.
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13.7 Funding of the Loan
(a) The Member shall direct, on a form prescribed by the
Administrator, which assets shall be used to provide the loan
proceeds; provided, however, that Company contributions that are
held under the ESOP Part of the Plan, and earnings thereon, may
not be used to fund a loan. To the extent the Member does not
give such directions, the loan will be funded in accordance with
procedures established by the Administrator.
(b) The value of Common Stock, the Equity Fund, the International
Equity Fund, the Bond Fund and the Balanced Fund sold to provide
the loan proceeds shall be determined on the sale date, pursuant
to Paragraph 6.7 or 6.11, immediately following the date the
loan application is received by the Administrator.
13.8 Repayment of the Loan
(a) As determined by the Member, but subject to the restriction in
Subparagraph 13.3(c), a loan may be repaid over a period of one,
two, three, four or five years or, in the case of a loan used to
acquire the Member's principal residence, such longer term as
determined by the Administrator and permitted under Section
72(p) of the Code.
(b) Principal and interest shall be amortized, on a level basis,
over the term of the loan.
(c) Except as provided below, payments shall be made by means of
payroll deductions, the authorization of which shall be
irrevocable.
(i) The loan may be repaid in full at any time without
penalty.
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(ii) If a Member is not in receipt of regular Earnings
sufficient to permit repayment of the loan, repayment
shall be made by means prescribed by the Administrator.
Repaid principal and interest shall be credited to the Member's
Money Market Fund account.
13.9 Deemed Distribution
A distribution of the unpaid principal shall be deemed to have been made
to the Member, if the Member:
(a) Separates from service for any reason, including retirement,
termination of employment, divestiture or death. The deemed
distribution shall occur upon the earlier of 12 months following
termination of membership or the date the loan was due.
(b) Fails to make repayment under Subparagraph 13.8(c)(ii) for a
period of seven consecutive scheduled payment dates.
13.10 Default
If the Member is not in receipt of regular Earnings sufficient to permit
repayment of the loan for a period exceeding seven consecutive pay
periods, and other arrangements acceptable to the Administrator have not
been agreed to by the Member, the loan will be deemed in default and the
Administrator will realize on the security in accordance with applicable
laws.
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SECTION 14
TRANSFERS FROM OTHER PLANS
14.1 Transfers from Other Qualified Plans
An Employee who has had distributed to the Employee all or a portion of
his or her taxable interest in a plan meeting the requirements of
Section 401(a) of the Code (the "Other Plan") may, in accordance with
procedures approved by the Capital Accumulation Plan Administrative
Committee, transfer in cash all or a portion of the taxable distribution
received from the Other Plan to the Plan, provided the following
conditions are met:
(a) The transfer occurs on or before the 60th day after the Member
receives the distribution from the Other Plan;
(b) The distribution from the Other Plan qualifies as an eligible
rollover distribution within the meaning of Section 402(c)(4) of
the Code; and
(c) The amount transferred does not exceed the maximum amount which
may be rolled over in accordance with Section 402(c)(2) of the
Code.
14.2 Transfers From Individual Retirement Accounts
An Employee who receives a distribution from an individual retirement
account described in Section 408(a) of the Code or an individual
retirement annuity described in Section 408(b) of the Code which
constitutes the entire amount of such account or annuity (including
earnings thereon), and no portion of which is attributable to any source
other than a lump sum distribution from a qualified plan described in
Paragraph 14.1, may, in accordance with procedures approved by the
Capital Accumulation Plan Administrative Committee, transfer in cash all
or a portion of such distribution to the Plan, within 60 days after
receiving the distribution.
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<PAGE> 77
14.3 Participation
Notwithstanding anything in the Plan to the contrary, an Employee who
transfers funds to the Plan pursuant to Paragraph 14.1 or 14.2, shall,
upon such transfer, become a Member of the Plan except that the right to
make Elective Deferrals or receive Company contributions will remain
subject to Paragraph 2.1.
14.4 Administration
The Administrator shall develop such procedures, including procedures
for obtaining information from an Employee desiring to make such a
transfer, as it deems necessary or desirable to enable it to determine
that the proposed transfer will meet the requirements of this section.
Upon approval by the Capital Accumulation Plan Administrative Committee,
the amount transferred shall be deposited with the Trustee in the
Employee's Elective Deferral Account.
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<PAGE> 1
EXHIBIT 4.4
CH-TWENTY, INC.
SAVINGS PLAN
EFFECTIVE AS OF JULY 1, 1997
<PAGE> 2
CH-TWENTY, INC.
SAVINGS PLAN
To record the adoption of the CH-Twenty, Inc. Savings Plan, effective July 1,
1997, the undersigned, being duly authorized to act on behalf of CH-Twenty, Inc.
has executed this plan document at Los Angeles, California on the 30th day of
June, 1997.
ATTEST: CH-TWENTY, INC.
BY: /s/ ARMINEH SIMONIAN BY: /s/ ALLAN L. COMSTOCK
---------------------------- ----------------------------
ALLAN L. COMSTOCK
President
<PAGE> 3
CH-TWENTY, INC.
SAVINGS PLAN
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page No.
--------
<S> <C> <C> <C>
INTRODUCTION ...............................................................................1
Section 1 - DEFINITION
1.1 Acquisition Loan........................................................2
1.2 Administrator...........................................................2
1.3 Base Pay................................................................2
1.4 Code....................................................................2
1.5 Company.................................................................2
1.6 Credit Company Service..................................................2
1.7 Employee................................................................2
1.8 ERISA...................................................................3
1.9 Financed Shares.........................................................3
1.10 Highly Compensated Employee.............................................3
1.11 Hours of Service........................................................5
1.12 Member..................................................................7
1.13 Member's Account or Account.............................................7
1.14 Plan or Plans...........................................................7
1.15 Plan Year...............................................................8
1.16 Predecessor Plan........................................................8
1.17 Subsidiary or Affiliate.................................................8
1.18 Savings Plan Administrative Committee...................................8
1.19 Trustee.................................................................8
Section 2 - MEMBERSHIP
2.1 Eligibility.............................................................9
2.2 Membership..............................................................9
2.3 Membership Termination..................................................9
2.4 Resuming Membership After Transfer......................................10
2.5 Transfer to Company.....................................................10
2.6 Transfer from Company...................................................11
Section 3 - CONTRIBUTION BY MEMBERS
3.1 Percent of Base Pay.....................................................12
3.2 Payment of Contributions to Trustee.....................................12
3.3 Suspension of Contributions.............................................13
3.4 Make-Up Member Contributions............................................14
</TABLE>
i
<PAGE> 4
<TABLE>
<S> <C> <C> <C>
Section 4 - COMPANY CONTRIBUTIONS
4.1 Company Contribution....................................................15
4.2 Actual Contribution Percentage Tests....................................15
4.3 Distribution of Excess Contributions to Members.........................15
4.4 Section 415 Limitations.................................................16
4.5 Nonelective Contributions...............................................17
4.6 Exclusive Benefit.......................................................18
Section 5 - FINANCED SHARES
5.1 Acquisition Loans.......................................................19
5.2 Payments on Acquisition Loan............................................20
Section 6 - INVESTMENT OF MEMBERS' ACCOUNTS
6.1 Members' Accounts.......................................................23
6.2 Investment of Member Contributions......................................23
6.3 Investment of Company Contributions.....................................25
6.4 Funds Invested in the Money Market Fund.................................25
6.5 Sale and Reinvestment of Common Stock, Equity Fund, Bond
Fund, International Equity Fund or Balanced Fund Units..............26
6.6 Directives..............................................................28
6.7 Purchases and Sales of Atlantic Richfield Company Common Stock..........28
6.8 Voting of Atlantic Richfield Company Common Stock.......................31
6.9 Title of Investments....................................................32
6.10 Allocation of Trust Earnings and Valuation of Trust Investments.........32
6.11 Purchase and Redemption of the Equity Fund, Bond Fund,
International Equity Fund and Balanced Fund Units...................33
6.12 Voting of the Money Market Fund, Equity Fund, Bond Fund and
International Equity Fund Investments...............................35
6.13 Investment Advisory Fees................................................36
6.14 Member Protection.......................................................36
6.15 Confidentiality.........................................................36
Section 7 - WITHDRAWALS DURING EMPLOYMENT
7.1 Partial Withdrawals.....................................................37
7.2 Irrevocability of Election..............................................38
Section 8 - PAYMENT ON TERMINATION OF COMPANY EMPLOYMENT, DIVORCE
OR OTHER REASONS
8.1 Termination of Membership...............................................39
8.2 Death...................................................................40
8.3 Disability..............................................................42
8.4 Divorce.................................................................42
</TABLE>
ii
<PAGE> 5
<TABLE>
<S> <C> <C> <C>
8.5 Rollover................................................................42
8.6 Notice..................................................................43
8.7 Distributions...........................................................43
8.8 Distribution of Benefits................................................43
Section 9 - ADMINISTRATION - SAVINGS PLAN ADMINISTRATIVE COMMITTEE
9.1 Savings Plan Administrative Committee...................................45
9.2 Rules of Conduct........................................................45
9.3 Legal, Accounting, Clerical.............................................45
9.4 Interpretation of Provisions............................................46
9.5 Records of Administration...............................................46
9.6 Claims for Benefits.....................................................46
9.7 Liability of Committee..................................................48
9.8 Medical Board...........................................................48
9.9 Unallocated Member......................................................48
9.10 Legal Representative....................................................49
Section 10 - AMENDMENTS, DISCONTINUANCE, LIABILITIES
10.1 Amendment of Plan.......................................................50
10.2 Termination.............................................................50
10.3 Liability of Company....................................................50
Section 11 - MISCELLANEOUS
11.1 Employment..............................................................51
11.2 Benefits Not Assignable.................................................51
11.3 Discharge of Liability..................................................51
11.4 Governing Law...........................................................51
11.5 Limitation on Mergers...................................................52
11.6 Delegation of Fiduciary or Administrative Responsibilities..............52
11.7 Named Fiduciary.........................................................52
11.8 Transferred Funds.......................................................53
Section 12 - LOANS TO MEMBERS
12.1 General.................................................................55
12.2 Eligibility.............................................................55
12.3 Loan Amount.............................................................55
12.4 Frequency...............................................................56
12.5 Interest Rate...........................................................57
12.6 Security................................................................57
12.7 Funding of the Loan.....................................................57
12.8 Repayment of Loan.......................................................58
12.9 Deemed Distribution.....................................................58
12.10 Default.................................................................59
</TABLE>
iii
<PAGE> 6
<TABLE>
<S> <C> <C> <C>
Section 13 - TOP HEAVY PROVISIONS
13.1 Definitions.............................................................60
13.2 Minimum Allocation .....................................................64
13.3 ........................................................................66
13.4 ........................................................................66
13.5 ........................................................................66
13.6 ........................................................................66
</TABLE>
iv
<PAGE> 7
CH-TWENTY, INC. SAVINGS PLAN
INTRODUCTION
This Plan is intended to qualify as a Stock Bonus Plan under Section 401(a) of
the Internal Revenue Code of 1986, as amended. Part of the Plan (the "ESOP
Part") is intended to qualify as an Employee Stock Ownership Plan under
Section 4975(e)(7) of the Code and such part is designed to invest primarily in
Atlantic Richfield Company Common Stock.
The class of employees eligible to participate in this Plan previously
participated in the Atlantic Richfield Savings Plan II. The assets and
liabilities of the Atlantic Richfield Savings Plan II allocable as of June 30,
1997 to the participants in the Plan who commenced participation effective July
1, 1997 were transferred to the Plan.
The Plan is effective July 1, 1997.
-1-
<PAGE> 8
SECTION 1
DEFINITIONS
1.1 "Acquisition Loan" means a loan or other extension of credit used by the
Trustee to finance the acquisition of Atlantic Richfield Company Common
Stock.
1.2 "Administrator" means the Savings Plan Administrative Committee.
1.3 "Base Pay" means the regular wages or salary of a Member as determined
by the Company including the amount of any salary reduction pursuant to
Section 125 and Section 401(k) of the Internal Revenue Code of 1986, as
amended, but excluding extra pay, such as overtime, premium bonuses,
living or other allowances. Base Pay shall not exceed $160,000 as
adjusted each Plan Year pursuant to Section 401(a)(17)(B) of the Code.
1.4 "Code" means the Internal Revenue Code of 1986, as amended.
1.5 "Company" means CH-Twenty, Inc. and such of its Subsidiaries or
Affiliates whose Employees are included in this Plan upon authorization
of the Board of Directors of CH-Twenty, Inc. and adoption of this Plan
by the Board of Directors of such authorized Subsidiary or Affiliate.
1.6 "Credited Company Service" means service with the Company, a predecessor
company, and/or with a Subsidiary or Affiliate which service the Company
recognizes, on a basis uniformly applicable to all persons similarly
situated, for purposes of this Plan.
1.7 "Employee" means any person who is employed by the Company excluding:
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<PAGE> 9
(a) Casual Employees, Project Employees and Leased Employees, as
defined under the Company's Employment Classification Policy;
(b) Employees represented by any collective bargaining agent which
has not negotiated the benefits of this Plan provided that
retirement benefits were the subject of good faith negotiations
between the Company and the bargaining agent; and
(c) Any division or group of employees which is expressly excluded
from eligibility for this Plan by action of the Board of
Directors of the Company.
(d) Employees who are earning a base salary of more than $150,000 on
an annualized basis.
1.8 "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.
1.9 "Financed Shares" means shares of Atlantic Richfield Company Common
Stock acquired by the Trustee with the proceeds of an Acquisition Loan.
1.10 "Highly Compensated Employee" means:
(a) Any employee who performs service during the determination year
and is described in one or more of the following groups:
(i) An employee who is a five percent owner, as defined in
Section 416(i)(1) of the Code, at any time during the
determination year or the look-back year, as defined
below; or
(ii) An employee who receives compensation in excess of
$80,000, as adjusted pursuant to Section 415(d) of the
Code for Plan Years
-3-
<PAGE> 10
commencing after December 31, 1997, during the look-back
year and, at the election of the Administrator, is a
member of the top-paid group, as defined below, for the
look-back year;
(b) For purposes of the definition of Highly Compensated Employee
the following will apply:
(i) The determination year is the Plan Year for which the
determination of who is highly compensated is being
made; or if the Company makes the election pursuant to
Treas. Reg. 1.414(q)-IT Q&A-14(b), the period by which
the determination year extends beyond the calendar year
referred to in Subparagraph 1.10(b)(ii).
(ii) The look-back year is the 12-month period immediately
preceding the determination year, or if the Company
makes the election pursuant to Treas. Reg. 1.414(q)-IT
Q&A-14(b), the calendar year ending with or within the
determination year.
(iii) The top-paid group consists of the top 20 percent of
employees ranked on the basis of compensation received
during the year. For purposes of determining the number
of employees in the top paid group, employees who have
not completed six months of service by the end of the
Plan Year (including service in the immediately
preceding Plan Year); who normally work less than 17-1/2
hours per week; who work less than six months during any
year; who are nonresident aliens with no income from
sources within the United States or who have not had
their 21st birthday by the end of the Plan Year shall be
included.
-4-
<PAGE> 11
(iv) Employers aggregated under Section 414(b), (c), (m), or
(o) of the Code are treated as a single employer.
(v) Compensation, for purposes of this Paragraph 1.10 means
compensation within the meaning of Section 415(c)(3) of
the Code without regard to Section 125, Section
402(e)(3) and Section 402(h)(1)(B) of the Code.
(c) A former employee who has a separation year prior to the
determination year and who was a highly compensated active
employee for either (i) such employee's separation year, or (ii)
any determination year ending on or after the employee's 55th
birthday will be a Highly Compensated Employee. Generally, a
separation year is the determination year the employee separates
from service.
(d) If elected by the Administrator, Subparagraph 1.10(a) shall be
modified by substituting the simplified method pursuant to
Section 4 of Rev. Proc. 93-42, in which case the Highly
Compensated Employees shall be determined under Subparagraph
1.10(a) on the basis of the look-back year and determination
year, or the determination year only, taking into account all
employees employed during such year.
1.11 "Hours of Service" means:
(a) Each hour for which an Employee is paid, or entitled to payment,
for the performance of duties for the Company or any Subsidiary
or Affiliate during the computation period in which the duties
are performed.
(b) Each hour for which an Employee is paid, or entitled to payment,
by the Company or any Subsidiary or Affiliate on account of a
period of time during which no duties are performed
(irrespective of whether the employment
-5-
<PAGE> 12
relationship has terminated) due to vacation, holiday, illness,
incapacity (including disability), layoff, jury duty, military
duty or leave of absence.
(c) Each hour for which back pay, irrespective of mitigation of
damages, is either awarded or agreed to by the Company or any
Subsidiary or Affiliate. Such hours shall be credited to the
Employee for the computation period or periods to which the
award or agreement pertains.
(d) An Employee will be credited with 200 Hours of Service, to the
extent required by federal law, for each month during which the
Employee is on active duty in the Armed Forces of the United
States and for which the Employee is not paid or entitled to be
paid by the Company or any Subsidiary or Affiliate, and with 200
Hours of Service for each month that membership may be
maintained by the Employee under Subparagraph 2.3(a).
(e) Hours credited for any period under any provision of this
Paragraph 1.11 may not also be credited for the same period
under any other provisions of this Plan. Hours shall be credited
under Subparagraphs 1.11(a) thru (c) pursuant to U. S.
Department of Labor Regulations under 29CFR Section 2530.200b-2,
which are incorporated herein by this reference.
(f) For all purposes under the Plan, an Employee shall be credited
with 200 Hours of Service for each calendar month in which the
Employee would otherwise be credited with one or more Hours of
Service.
(g) Solely for purposes of determining whether a break in service
has occurred in a computation period, and to the extent it does
not duplicate Hours of Service credited under any other
provision of this Paragraph 1.11, an individual who is absent
from work for maternity or paternity reasons shall
-6-
<PAGE> 13
receive credit for the Hours of Service which would otherwise
have been credited to such individual but for such absence, or
in any case in which such hours cannot be determined, eight
Hours of Service per day of such absence. For purposes of this
subparagraph, an absence from work for maternity or paternity
reasons means an absence (i) by reason of the pregnancy of the
individual; (ii) by reason of a birth of a child of the
individual; (iii) by reason of the placement of a child with the
individual in connection with the adoption of the child by such
individual; or (iv) for purposes of caring for such child for a
period beginning immediately following such birth or placement.
The Hours of Service credited under this subparagraph shall be
credited within the computation period in which the absence
begins if the crediting is necessary to prevent a break in
service in that period, or in all other cases, in the following
computation period.
1.12 "Member" means an Employee who has joined the Plan as provided in
Section 2 and whose membership has not terminated under any of the
provisions of Paragraph 2.3.
1.13 "Member's Account" or "Account" means a separate account maintained by
the Trustee for each member consisting of (i) one subaccount to which is
allocated the Member's contribution, as adjusted for annual earnings and
withdrawals, and realized and unrealized gains and losses attributable
thereto; and (ii) a second subaccount to which is allocated the
Company's contribution (transferred from the Predecessor Plan) as
adjusted for annual earnings and withdrawals and realized and unrealized
gains and losses attributable thereto.
1.14 "Plan" or "Plans" means the CH-Twenty, Inc. Savings Plan as set forth
herein, and any amendments hereto.
-7-
<PAGE> 14
1.15 "Plan Year" means the period commencing on July 1 of each calendar year
and ending on June 30 of the immediately following calendar year.
1.16 "Predecessor Plan" means the Atlantic Richfield Savings Plan II.
1.17 "Subsidiary" or "Affiliate" means:
(a) All corporations which are members of a controlled group of
corporations within the meaning of Section 1563(a) of the Code
[determined without regard to Section 1563(a)(4) and Section
1563(e)(3)(C) of said Code] and of which CH-Twenty, Inc. is then
a member. Subsidiary or Affiliate shall include Atlantic
Richfield Company and its Subsidiaries or Affiliates; and
(b) All trades or businesses, whether or not incorporated, which,
under the Regulations prescribed by the Secretary of the
Treasury pursuant to Section 210(d) of ERISA or Section 414(c)
of the Code, are then under common control with CH-Twenty, Inc.,
or with respect to the last sentence of Subparagraph 1.17(a),
Atlantic Richfield Company.
1.18 "Savings Plan Administrative Committee" means the committee provided for
in Section 9 of the Plan.
1.19 "Trustee" means the persons or corporations, or both, designated by
agreements of trust between them and CH-Twenty, Inc., to hold
contributions from Members and the Company, investments thereon and
earnings thereon. The duties and responsibilities of the Trustee shall
be those set forth in the trust agreement.
-8-
<PAGE> 15
SECTION 2
MEMBERSHIP
2.1 Eligibility
An Employee who is paid on the United States dollar payroll of the
Company may become a Member on the Employee's date of employment
2.2 Membership
(a) To become a Member, an Employee must file an application for
membership with the Administrator giving such information as it
may require to establish the Employee's rate of contribution and
initial directions with respect to investments.
The Employee's contributions shall commence with the first full
pay period beginning on or after the effective date of the
Employee's membership.
(b) If an Employee is a Member of a thrift or savings plan of the
Company (including the Predecessor Plan), or a Subsidiary or
Affiliate, and the Employee's contributions to such plan of the
Company or Subsidiary or Affiliate are suspended at the time the
Employee becomes eligible for membership in this Plan, the
Employee's contributions to the Plan shall commence with the
first full pay period beginning on or after the date on which
such period of suspension then in effect under the Plan of the
Company, or the Subsidiary or Affiliate, ends.
2.3 Membership Termination An Employee's membership shall terminate when any
of the following occur:
(a) The Member dies, retires or the Member's employment with the
Company is otherwise terminated except:
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<PAGE> 16
(i) If the Member transfers to a Subsidiary or Affiliate
which is not a Company participating in this Plan, the
Member may continue as a Member of this Plan until the
Member is no longer employed by the Company or any of
its Subsidiaries or Affiliates; or
(ii) If the Member leaves active employment with the Company,
the Member may maintain his or her membership in the
Plan, on terms and conditions uniformly applicable to
all Members similarly situated by the Company, during
military or other types of leaves of absence granted by
the Company.
(b) He continues employment with an acquiring employer in
conjunction with a sale to the acquiring employer of
substantially all of the assets used by the Company or any
Subsidiary or Affiliate in a trade or business which such entity
conducts.
(c) He continues in the employment of a Subsidiary or Affiliate
following a disposition of the Company's interest in such
Subsidiary or Affiliate.
2.4 Resuming Membership After Transfer
If a Member is transferred pursuant to Subparagraph 2.3(a)(i), and
subsequently is transferred to Company employment in which the Member
would be eligible to resume membership in the Plan, the Member shall be
so eligible on or after the date of such transfer, except as otherwise
provided in Subparagraph 2.2(b).
2.5 Transfer to Company
When an Employee who remains a Member of a thrift or savings plan
maintained by the Company, or a Subsidiary or Affiliate, becomes a
Member of the Plan, the occurrence of any action that causes or would
have caused a suspension of contributions or a termination of membership
under the rules and regulations of the
-10-
<PAGE> 17
plan of the Company, or the Subsidiary or Affiliate, will simultaneously
cause a suspension of contributions or a termination of membership in
the Plan.
2.6 Transfer from Company
When an Employee who is a Member of the Plan is transferred to
employment with an ineligible group of the Company, or with a Subsidiary
or Affiliate, and becomes a Member of a thrift or savings plan
maintained by the Company, or the Subsidiary or Affiliate, the
occurrence of any action that causes termination of membership under the
provisions of the plan of the Company, or the Subsidiary or Affiliate,
will simultaneously incur the penalty of termination of membership under
the provisions of the Plan.
-11-
<PAGE> 18
SECTION 3
CONTRIBUTIONS BY MEMBERS
3.1 Percent of Base Pay
Each Member who is an Employee may elect to make contributions to the
Plan at a rate of one percent to ten percent of the Member's Base Pay,
in whole percentages; provided, however, that the amount of such
contributions, when considered together with any contributions made by
the Member to any other plan maintained by the Company, or any
Subsidiary or Affiliate, which is qualified under Section 401(a) of the
Code, shall not exceed the limitations of Paragraph 4.2 or the maximum
amount of contributions permissible by applicable law or by regulation
or ruling of the Internal Revenue Service. Such contributions shall be
made by payroll deduction or by other methods approved by the
Administrator.
A Member's election shall be made in the manner prescribed by the
Administrator. A Member may at any time change his or her election with
respect to the rate of future contributions by giving notice to the
Administrator. Such changes shall be effective as of the payroll period
beginning after the date of receipt of such notice by the Administrator.
3.2 Payment of Contributions to Trustee
A Member's contributions for a Plan Year shall be paid to the Trustee no
later than 30 days after the last day of the Plan Year. Member's
contributions may be paid to the Trustee in the following forms:
(a) To the extent that a Member has directed pursuant to Paragraph
6.2 that Member contributions be invested in an option other
than Atlantic Richfield Common Stock, such contributions shall
be paid to the Trustee in cash.
-12-
<PAGE> 19
(b) To the extent that a Member has directed pursuant to Paragraph
6.2 that his or her contributions be invested in Atlantic
Richfield Company Common Stock under the non-ESOP Part of the
Plan, such contributions may be paid to the Trustee in cash, in
shares of Atlantic Richfield Company Common Stock, or in any
combination thereof.
(c) To the extent that a Member has directed pursuant to Paragraph
6.2 that his or her contributions be invested in Atlantic
Richfield Company Common Stock under the ESOP Part of the Plan,
such contributions may be paid to the Trustee in cash, in shares
of Atlantic Richfield Company Common Stock, in the form of
forgiveness of indebtedness on an Acquisition Loan from the
Company to the Plan, or in any combination thereof.
3.3 Suspension of Contributions
A Member's contributions will be suspended as follows:
(a) Upon the Member's transfer, other than on an approved leave of
absence, to employment with:
(i) A Subsidiary or Affiliate which is not participating in
the Plan; or
(ii) Atlantic Richfield Company or any of its Subsidiaries or
Affiliates in such foreign countries as the Company
shall designate; the Member's contributions shall
automatically be suspended while the Member remains in
such employment.
(b) Upon the Member's transfer to an employee group of the Company
that is not participating in the Plan.
(c) As described in Section 7.
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<PAGE> 20
3.4 Make-Up Member Contributions
Notwithstanding any provision of the Plan to the contrary, Member
Contributions with respect to qualified military service may be made in
accordance with Section 414(u) of the Code.
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<PAGE> 21
SECTION 4
COMPANY CONTRIBUTION
4.1 Company Contribution
No Company contributions are made to the Plan.
4.2 Actual Contribution Percentage Tests
The Plan shall comply with the requirements of Section 401(m)(2) and
Section 401(m)(9) of the Code and the regulations thereunder, including
Treas. Reg. Section 1.401(m)-1(b) and Treas. Reg. Section 1.401(m)-2,
which provisions are incorporated herein by this reference. To the
extent permitted by regulations, Elective Deferrals described in Section
402(g)(3) of the Code and nonelective contributions described in
Paragraph 4.5 may, at the discretion of the Administrator, be taken into
account in satisfying this Paragraph 4.2.
4.3 Distribution of Excess Contributions to Members
(a) If the Administrator determines, in its discretion, that the
allocation of Member contributions pursuant to Paragraph 3.1 to
Members' Accounts for a Plan Year does not meet a requirement of
Paragraph 4.2, the Administrator may reduce the allocation of
such contributions to the Accounts of certain Members who are
Highly Compensated Employees to the extent necessary to meet
that requirement. The reduction will be accomplished by reducing
allocations to the Accounts of Members who are Highly
Compensated Employees in order of their Actual Contribution
Percents, beginning with the Member having the highest percent
until a requirement of Paragraph 4.2 is met. The total reduced
amounts, adjusted by gain or loss allocable thereto for the Plan
Year, will be returned by the end of the following Plan Year to
Highly Compensated Employees beginning with such employees
having the highest dollar amount of Elective Deferrals.
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<PAGE> 22
(b) Gain or loss, for purposes of Subparagraph 4.3(a), allocated to
excess aggregate contributions shall be computed under the
method used by the Plan to allocate gains and losses.
4.4 Section 415 Limitations
(a) In addition to other limitations set forth in the Plan and
notwithstanding any other provisions of the Plan, "annual
additions" made to this Plan (and all other defined contribution
plans required to be aggregated with the Plan under the
provisions of Section 415 of the Code) shall not exceed an
amount in excess of the limit set forth in such section of the
Code. For purposes of calculating such limit under Section 415
of the Code, the "limitation year" shall be the calendar year.
Member contributions in excess of the contribution percent test
of Paragraph 4.2 are considered annual additions even if
corrected through distribution.
(b) If the limitations described in Section 415(c) of the Code are
exceeded for a Member for a limitation year, the excess will be
eliminated as follows:
(i) Provisions of any other savings plans established by the
Company or a Subsidiary or Affiliate which have caused
the limits to be exceeded will be applied; provided,
however, that the provisions of the savings plan in
which the Member is active as of the last day of the
limitation year shall be applied before the provisions
of the savings plan in which the Member is inactive.
(ii) Amounts attributable to after tax contributions made by
the Member to the Plan (or any other plan maintained by
the Company or any Subsidiary or Affiliate) shall be
paid to the Member.
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<PAGE> 23
(iii) Amounts attributable to Elective Deferrals as described
in Section 402(g)(3) of the Code made by a Member to the
Plan (or any other plan maintained by the Company or a
Subsidiary or Affiliate) shall be paid to the Member.
(iv) The excess, if any, will be held unallocated in a
suspense account. The suspense account will be applied
to reduce contributions for remaining Members in the
limitation year, and each succeeding limitation year, if
necessary. If a suspense account is in existence at any
time during the limitation year pursuant to this
subparagraph, it will not participate in the allocation
of the investment gains and losses.
(c) If the limitations described in Section 415(e) of the Code are
exceeded for a Member for a limitation year, the excess will be
eliminated by applying the provisions of the defined benefit
plan in which the Member participates.
4.5 Nonelective Contributions
(a) The Administrator, in its sole discretion, may make a
nonelective contribution to the Accounts of certain Members who
are not highly compensated to the extent necessary to satisfy
the requirement of Paragraph 4.2 of the Plan, or to assist the
Plan or any other plan of the Company or any Subsidiary or
Affiliate to satisfy the requirements of Section 410(b) of the
Code.
(b) A contribution under this Paragraph 4.5 shall be allocated to
eligible Member's in the ratio that the Base Pay of each such
Member for the Plan Year bears to the total Base Pay of all such
Member's for the Plan Year.
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(c) The Company shall make contributions necessary to reinstate
Members' Accounts pursuant to Paragraph 9.9 of the Plan.
4.6 Exclusive Benefit
The corpus or income of the trust may not be divested to or used for
other than the exclusive benefit of the Members and their beneficiaries
and to defray reasonable expenses of administering the Plan.
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SECTION 5
FINANCED SHARES
5.1 Acquisition Loans
CH-Twenty, Inc., by action of its President, may direct the Trustee to
incur Acquisition Loans from time to time to finance the acquisition of
Atlantic Richfield Company Common Stock (Financed Shares) under the ESOP
Part of the Plan or to repay a prior Acquisition Loan. For this purpose,
an installment obligation incurred in connection with the purchase of
Atlantic Richfield Company Common Stock shall be treated as an
Acquisition Loan.
An Acquisition Loan shall be for a specific term, shall bear a
reasonable rate of interest, and shall not be payable on demand except
in the event of default. An Acquisition Loan may be secured by a pledge
of the Financed Shares so acquired (or acquired with the proceeds of a
prior Acquisition Loan which is being refinanced). No other assets of
the Plan may be pledged as collateral for an Acquisition Loan, and no
lender shall have recourse against assets of the Plan other than
Financed Shares remaining subject to pledge. If the lender is a "party
in interest" (as defined in Section 3(14) of ERISA), the Acquisition
Loan must provide that in the event of default, assets of the Plan may
be transferred to the lender only upon, and to the extent of, the
failure of the Plan to meet the payment schedule of the Acquisition
Loan. Any pledge of Financed Shares must provide for the release of the
shares so pledged as payments on the Acquisition Loan are made by the
Trustee and such Financed Shares are allocated to Members' Accounts
under Paragraph 5.2.
Payments of principal and/or interest on any Acquisition Loan shall be
made by the Trustee, as directed by the Company, only from: (a) Company
contributions, if any, paid in cash to enable the Plan to make payments
on such Acquisition Loan, and earnings attributable thereto; (b) Member
contributions that Members have
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directed pursuant to Paragraph 6.2 to be invested in Atlantic Richfield
Company Common Stock under the ESOP Part of the Plan, and earnings
attributable thereto; (c) the proceeds of any Acquisition Loan, and the
earnings attributable thereto; and (d) any cash dividends received by
the Plan on the Financed Shares purchased with the proceeds of such
Acquisition Loan. The payments made with respect to an Acquisition Loan
for a Plan Year must not exceed the sum of such Company contributions,
if any, Member contributions, proceeds, earnings, and dividends for that
Plan Year and prior Plan Years, as reduced by the amount applied to make
such payments in prior Plan Years. As directed by CH-Twenty, Inc., the
Trustee also may sell any Financed Shares that have not yet been
allocated to Members' Accounts and use the proceeds from such sale to
pay principal and/or interest on the Acquisition Loan used to acquire
such shares.
5.2 Payments on Acquisition Loan
The acquisition of Atlantic Richfield Company Common Stock with the
proceeds of an Acquisition Loan may be made on the open-market, or from
the Atlantic Richfield Company, in a single purchase or a series of
purchases over a period of time. Prior to use for such purchase or
purchases, the Acquisition Loan proceeds may be invested by the Trustee
(as directed by CH-Twenty, Inc.,) in interest-bearing accounts or
instruments. Interest derived therefrom shall be applied to make
payments on the Acquisition Loan, or, if the Acquisition Loan has been
repaid in full, shall be allocated as of the last day of the Plan Year
among the Accounts of all Members who have not terminated membership
pursuant to Paragraph 2.3 as of such date in proportion to their Base
Pay for the Plan Year.
All Financed Shares acquired by the Plan shall initially be credited to
a loan suspense account, and will be allocated to the Members' Accounts
only as payments on the Acquisition Loan are made. Release from the loan
suspense account for allocation to Members' Accounts in each Plan Year
shall be based on
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shares of stock or other non-monetary units, rather than by dollar
amount, and shall not be less than the number calculated as follows:
(a) The number of Financed Shares held in the loan suspense account
immediately before the release in the current Plan Year shall be
multiplied by a fraction, the numerator of which is the amount
of principal and interest paid on the Acquisition Loan for that
Plan Year, and the denominator of which is the sum of the
numerator plus the total payments of principal and interest on
that Acquisition Loan projected to be paid for all future Plan
Years. For this purpose, the interest to be paid in future Plan
Years is computed by using the interest rate in effect as of the
last day of the current Plan Year.
(b) In lieu of the method described in Subparagraph 5.2(a), the
Company may elect (as to each Acquisition Loan) or the
provisions of the Acquisition Loan may provide for the release
of Financed Shares from the loan suspense account based solely
on the ratio that the payments of principal for each Plan Year
bear to the total principal amount of the Acquisition Loan. This
method may be used only if: (i) the Acquisition Loan provides
for annual payments of principal and interest at a cumulative
rate that is not less rapid at any time than level annual
payments of such amounts for ten years; (ii) interest included
in any payment on the Acquisition Loan is disregarded only to
the extent that it would be determined to be interest under
standard loan amortization tables; and (iii) the entire duration
of the Acquisition Loan repayment period does not exceed ten
years, even in the event of a renewal, extension, or refinancing
of the Acquisition Loan.
As of each date that payments (other than payments with the
proceeds of a new Acquisition Loan) are made on an Acquisition
Loan, the Financed Shares released from the loan suspense
account shall be allocated to
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Members' Accounts in proportion to the amounts debited from each
Member's Account to make the Acquisition Loan payments.
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SECTION 6
INVESTMENT OF MEMBERS' ACCOUNTS
6.1 Members' Accounts
The Administrator shall establish and maintain an Account in the name of
each Member. Separate records shall be maintained with respect to the
portion of a Member's Account attributable to Member contributions under
Section 3 and earnings thereon, and the portion of a Member's Account
attributable to Company contributions under the Predecessor Plan and
earnings thereon.
6.2 Investment of Member Contributions
Upon receipt of a Member's contributions, the Trustee shall invest such
amounts among the following investment alternatives, in the proportion
indicated by the Member in his or her investment directions provided to
the Administrator:
(a) In Atlantic Richfield Company Common Stock held under the ESOP
Part of the Plan;
(b) In Atlantic Richfield Company Common Stock held under the
non-ESOP Part of the Plan;
(c) In the Money Market Fund, consisting of specified types of fixed
income investments such as deposits in interest-bearing bank
accounts, certificates of deposit, corporate or governmental
obligations maturing in not more than five years, financial
futures contracts, deposits under a deposit administration or
similar contract issued by an insurance company or in a
commingled or common investment account or fund established and
maintained by an investment advisor or a bank (which bank may be
the Trustee) and the assets of which are invested primarily in
debt obligations,
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or in any combination thereof as CH-Twenty, Inc., or a delegate
thereof may determine;
(d) In the Equity Fund, consisting of specified equity investments
such as common or capital stock of issuers (other than the
Company, Subsidiaries or Affiliates, or Lyondell Petrochemical
Company or any of its Subsidiaries or Affiliates), bonds,
debentures or preferred stocks convertible into common or
capital stock of such issuers, financial futures contracts,
interests in any commingled or common equity fund established
and maintained by an investment advisor or a bank (which bank
may be the Trustee), interests in any mutual fund or other
similar types of equity investments and cash equivalent
short-term investments maturing in less than one year, or in any
combination thereof as CH-Twenty, Inc., or a delegate thereof
may determine;
(e) In the Bond Fund, consisting of specified types of fixed income
investments, such as public obligations of the United States or
foreign governments or their agencies, securitized financing or
corporate bonds of issuers (other than the Company, Subsidiaries
or Affiliates, or Lyondell Petrochemical Company or any of its
Subsidiaries or Affiliates), debentures, financial futures
contracts, interests in any commingled or common fixed income
fund established and maintained by an investment advisor or bank
(which bank may be the Trustee), interests in any mutual fund or
other similar types of fixed income investments and cash
equivalent short-term investments, or in any combination thereof
as CH-Twenty, Inc., or a delegate thereof may determine;
(f) In the International Equity Fund consisting of specified
investments in global issuers such as common or capital stock
(other than common or capital stock of the Company, Subsidiaries
or Affiliates, or Lyondell Petrochemical
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Company or any of its Subsidiaries or Affiliates), preferred
stocks, securities convertible into common or capital stock of
such issuers, financial futures contracts, currency futures or
options, forward currency contracts, interests in any commingled
or common equity fund established and maintained by an
investment advisor or a bank (which bank may be the Trustee),
interests in any mutual fund or other similar types of equity
investments and cash equivalent investments, or similar
investments or in any combination thereof as CH-Twenty, Inc., or
a delegate thereof may determine; or
(g) In the Balanced Fund consisting of units of the Equity Fund, the
International Equity Fund and the Bond Fund. The weighing of the
Balanced Fund shall be approximately 45 percent Equity Fund, 15
percent International Equity Fund and 40 percent Bond Fund.
A Member's directions as to the initial investment of his or her
contributions shall be provided in such manner as is prescribed by the
Administrator. Such directions shall remain in effect until new
directions are provided to the Administrator by the Member. A Member may
change the direction as to the initial investment of his or her
contributions at any time by providing notice in such manner as may be
prescribed by the Administrator. Any change of investment directions
shall be effective with respect to contributions paid to the Trustee for
pay periods beginning after the notice is received by the Administrator.
6.3 Investment of Company Contributions
Except as provided under Paragraph 6.5, Company contributions
transferred from the Predecessor Plan are at all times invested in
Atlantic Richfield Company Common Stock under the ESOP Part of the Plan.
6.4 Funds Invested in the Money Market Fund
(a) There shall be invested in the Money Market Fund:
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(i) Amounts which a Member elects to have so invested under
Subparagraph 6.2(c); and
(ii) On an interim basis, amounts being accumulated in a
Member's Account for investment under Subparagraphs
6.2(a), (b), (d), (e), (f) and (g).
(b) Subject to the requirement of Subparagraph 6.5(c), a Member may
direct, once during each 15-calendar-day period, that funds
invested in the Money Market Fund under Subparagraph 6.2(c) be
invested in any of the other permitted alternatives; provided,
that (i) only one direction whether made solely under this
subparagraph, or in combination with a direction under Paragraph
6.5, may be made during a 15-calendar-day period; and (ii) a
direction under this subparagraph may not be made earlier than
seven days following (A) the date of receipt by the
Administrator of a Member's application to make a withdrawal
under Paragraph 7.1, (B) the date a loan application is made
under Section 12, or (C) the date a loan repayment is made under
Subparagraph 12.8(c)(i).
(c) Interest shall be allocated on a monthly basis to funds held for
a Member in the Money Market Fund as of the last day of a
calendar month. However, such allocation shall not be made with
respect to funds resulting from a conversion to cash of Atlantic
Richfield Company Common Stock, Equity Fund, Bond Fund,
International Equity Fund or Balanced Fund units which occurred
in the calendar month in which allocation of interest is made.
6.5 Sale and Reinvestment of Common Stock, Equity Fund Units, Bond Fund
Units, International Equity Fund Units or Balanced Fund Units
(a) A Member may direct that shares of Atlantic Richfield Company
Common Stock, other than shares purchased with Company
contributions made after
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July 1, 1988, units of the Equity Fund, Bond Fund, International
Equity Fund and/or Balanced Fund held in the Member's Account be
converted to cash and the proceeds thereof, less any applicable
expenses of sale, be invested in a different option described in
Paragraph 6.2; provided, that (i) only one direction, whether
made solely under this subparagraph, or in combination with a
direction under Paragraph 6.4, may be made during a
15-calendar-day period; (ii) a direction under this subparagraph
may not be made earlier than seven calendar days following (A)
the date of receipt by the Administrator of a Member's
application to make a withdrawal under Paragraph 7.1, (B) the
date a loan application is made under Section 12, or (C) the
date a loan repayment is made under Subparagraph 12.8(c)(i); and
(iii) a Member who has attained age 55 as of the date of the
direction to convert may, subject to the restrictions described
in this paragraph, direct that shares of Common Stock (including
Common Stock of a Subsidiary or Affiliate attributable to
contributions of such companies) held in the Member's Account
which are attributable to Company contributions be sold and the
proceeds reinvested in one or more of the other options
described in Paragraph 6.2.
(b) The conversion of shares of Atlantic Richfield Company Common
Stock to shares of such stock held in the ESOP Part of the Plan
described in Subparagraph 6.2(a), and the conversion of shares
of Atlantic Richfield Company Common Stock held in the ESOP Part
of the Plan to the shares held under Subparagraph 6.2(b) of the
Plan, shall be accomplished by a recharacterization of the
shares, pursuant to procedures established by the Administrator;
provided, that only one direction, whether made solely under
this subparagraph or in combination with a direction under
Paragraph 6.4, may be made during a 15-calendar-day period.
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(c) Proceeds of the conversion of shares of Atlantic Richfield
Company Common Stock to cash may not be reinvested in Atlantic
Richfield Company Common Stock until 15 calendar days after the
date of such conversion. Proceeds of the conversion of units of
the Equity Fund, Bond Fund, International Equity Fund or
Balanced Fund to cash may not be reinvested in the Equity Fund,
Bond Fund, International Equity Fund or Balanced Fund, as the
case may be, until 15 calendar days after the date of such
conversion.
6.6 Directives
All elections and directions by Members concerning the investment of
their Accounts shall be made in the manner prescribed by the
Administrator, shall be irrevocable and shall become effective upon
receipt by the Administrator.
6.7 Purchases and Sales of Atlantic Richfield Company Common Stock
Purchases and sales of Common Stock of Atlantic Richfield Company shall
be handled in accordance with the following rules and such additional
procedures, consistent with such rules, which the Administrator may
establish from time to time:
(a) Purchases and sales of Common Stock of Atlantic Richfield
Company pursuant to a Member's directive under Paragraph 6.4 or
6.5, or to accommodate a distribution or withdrawal pursuant to
Section 7 or 8, shall be made in the open-market as follows:
(i) Each Wednesday and Friday the Administrator shall
execute an open-market transaction, at a time determined
at the discretion of the Administrator, covering all
participant directives received by the Administrator by
such time as determined by the Administrator, and
communicated to Members, on the preceding Company
business
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day, except that if a Wednesday or Friday is a Company
holiday or a day on which trading on the New York Stock
Exchange is closed, the transaction will occur on the
next day (a Wednesday or Friday) on which the Plan
executes a transaction in the open- market.
(ii) If an unforeseeable administrative difficulty prevents
the execution of the open-market transaction otherwise
scheduled for a Wednesday or Friday, such transaction
will be executed on the first business day thereafter
which does not fall within one of the two exceptions in
Subparagraph 6.7(a)(i).
(iii) The Administrator may, in its discretion, match the
purchase and sale orders scheduled for an open-market
transaction and transact the net purchase or sale,
whichever the case may be. The Administrator may also
agree with the Administrator of one or more other
individual account plans (as described in Section 3(34)
of ERISA, and which is maintained by the Company or its
Subsidiaries or Affiliates, and provides for the same
purchases and sales pursuant to participant directives
described in Paragraphs 6.4 and 6.5) to combine and
match orders from all of the plans and execute a "net"
transaction, as described above. The price per share
allocated to each purchase or sale order shall be the
price transacted for the "net" shares on the open-market
transaction date otherwise scheduled for the orders
under Subparagraph 6.7(a)(i). The price transacted for a
"net" transaction shall be the price obtained on the
open-market in the case of a single transaction, and the
weighted average of the prices obtained on the
open-market in the case of multiple transactions.
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(iv) Brokerage commissions, transfer fees and other expenses
actually incurred in any such sale or purchase shall be
equitably allocated and added to the cost or subtracted
from the proceeds of all purchases or sales, as the case
may be, effected on a pricing day, whether pursuant to
the netting process described in Subparagraph
6.7(a)(iii), or pursuant to actual separate transactions
per Member order.
(b) Purchases of Common Stock of Atlantic Richfield Company with
Member's Elective Deferrals or Company contributions under
Sections 3 and 4:
(i) Purchases shall normally be made either in the
open-market or from Atlantic Richfield Company, at
prices to the Plan not in excess of the fair market
value of such Atlantic Richfield Company Common Stock on
the date of purchase thereof, as determined by the
Trustee.
(ii) Allocations to Members' Accounts will be made in full
and fractional shares.
(iii) The Trustee may limit the daily volume of purchases to
the extent it believes such action to be in the best
interests of the Members. When Atlantic Richfield
Company Common Stock is purchased, the cost charged to
the Accounts of Members affected by such purchase shall
be determined on an equitable basis in accordance with
rules to be adopted by the Administrator and
incorporating the following principles:
(A) The cost charged to each affected Member's
Account shall be based on the average cost per
share of all Atlantic Richfield
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Company Common Stock purchased during whatever
period may be established by the Administrator.
(B) Brokerage commissions, transfer fees and other
expenses actually incurred in any such purchase
shall be added to the cost of any such purchase.
(c) A Member may direct the Administrator to use any available cash
or funds held for the Member under Subparagraph 6.2(c) to
exercise any options, rights or warrants issued with respect to
Atlantic Richfield Company Common Stock in the Member's Account.
In the absence of such direction, or if there are no available
funds, any such option, right or warrant having a market value
shall be sold for the Member's Account.
6.8 Voting of Atlantic Richfield Company Common Stock
(a) The Trustee shall vote whole shares of Atlantic Richfield
Company Common Stock credited to each Member's Account in
accordance with such Members' written instructions. Fractional
shares of Atlantic Richfield Company Common Stock shall be
aggregated into whole shares of stock and voted by the Trustee,
to the nearest whole vote, in the same proportion as shares are
to be voted by the Trustee pursuant to Members' written
instructions. In the absence of voting instructions by one or
more Members, the Trustee shall vote uninstructed shares, to the
nearest whole vote, in the same proportion as shares are to be
voted by the Trustee pursuant to Members' written instructions.
The Trustee shall vote unallocated shares, to the nearest whole
vote, in the same proportion as allocated shares are to be voted
by the Trustee pursuant to Members' written instructions.
(b) The Trustee shall exercise rights other than voting rights
attributable to whole shares of Atlantic Richfield Company
Common Stock credited to
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each Member's Account in accordance with such Members' written
instructions. Rights attributable to fractional shares of
Atlantic Richfield Company Common Stock (which for this purpose
shall be aggregated into whole shares of stock) shall be
exercised by the Trustee in the same proportion as rights which
are exercised by the Trustee pursuant to Members' written
instructions. In the absence of instructions by one or more
Members, the Trustee shall exercise uninstructed rights in the
same proportion as rights which are to be exercised by the
Trustee pursuant to Members' written instructions. The Trustee
shall exercise rights attributable to unallocated shares in the
same proportion as rights attributable to allocated shares which
are to be exercised by the Trustee pursuant to Members' written
instructions.
(c) The Trustee shall notify the Members of each occasion for the
exercise of voting rights and rights other than voting rights
within a reasonable time before such rights are to be exercised.
This notification shall include all the information that
Atlantic Richfield Company distributes to shareholders regarding
the exercise of such rights.
6.9 Title of Investments
All investments will be held in the name of the Trustee or its nominees.
6.10 Allocation of Trust Earnings and Valuation of Trust Investments
(a) Any cash dividends declared on Atlantic Richfield Company Common
Stock held in a Member's Account under the ESOP Part of the Plan
as of the record date for the dividend shall be paid in cash to
the Member (or, in the event of death, to the Member's
beneficiary) on, or as soon as possible following, the payment
date for the dividend.
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(b) Any cash dividends declared on Atlantic Richfield Company Common
Stock held in a loan suspense account as of the record date for
the dividend shall be used to make payments on the Acquisition
Loan used to acquire the shares of stock held in such account.
(c) Except as provided in Subparagraphs 6.10(a) and (b), all
dividends or other distributions attributable to shares of
Atlantic Richfield Company Common Stock shall be allocated to
the Account of the Member whose Account is credited with such
shares.
(d) On the last day of each month, all income attributable to the
Money Market Fund shall be allocated to the Member's Account in
the ratio that each Member's Money Market Fund Account balance
bears to such account balance of all such Members. For the
purpose of determining such allocation, the Money Market Fund
shall be valued at fair market value.
6.11 Purchase and Redemption of the Equity Fund, Bond Fund, International
Equity Fund and Balanced Fund Units
Purchase and redemption of the Equity Fund, Bond Fund, International
Equity Fund and Balanced Fund units shall be handled in accordance with
the following rules and such additional procedures, consistent with such
rules, as the Administrator may establish from time to time:
(a) Units of the Equity Fund, Bond Fund, International Equity Fund
and Balanced Fund shall be purchased or redeemed, pursuant to
Member directions under Paragraph 6.5, on each Wednesday and
Friday, covering all Member directives received by the
Administrator by such time as determined by the Administrator,
and communicated to Members, on the preceding Company business
day, except that if a Wednesday or Friday is a Company holiday
or a day on which trading on the New York Stock
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Exchange is closed, the purchase or redemption will be executed
on the next day (a Wednesday or Friday) on which the Plan
executes a transaction under this Subparagraph 6.11(a).
(b) If an unforeseeable administrative difficulty prevents the
execution of a transaction under Subparagraph 6.11(a), otherwise
scheduled on a Wednesday or Friday, such transaction will be
executed on the first business day thereafter which does not
fall within one of the two exceptions in Subparagraph 6.11(a).
(c) The Administrator may, in its discretion, combine the purchase
and redemption orders scheduled for a Wednesday or Friday and
transact the net purchase or sale orders, whichever the case may
be. The Administrator may also agree with the Administrator of
one or more individual account plans [as described in Section
3(34) of ERISA, and which is maintained by the Company or its
Subsidiaries or Affiliates, and provides for the same purchase
and redemption procedure described in Subparagraph 6.11(a)], to
combine orders from all of the plans and execute a "net"
transaction.
(d) When units of the Equity Fund, Bond Fund, International Equity
Fund and Balanced Fund are purchased or redeemed, the cost or
net proceeds charged or credited to the Accounts of Members
affected by such purchase or redemption shall be determined on
an equitable basis in accordance with rules to be adopted by the
Administrator, which are consistent with the rules described in
this section, and incorporate the following principles:
(i) The net proceeds of any such redemption of fund units in
a Member's Account shall be credited to such Member's
Account.
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(ii) The cost of any such purchase of fund units for a
Member's Account shall be charged to such Member's
Account.
(iii) The net proceeds and cost of fund units shall be based
on the net asset value of such units determined on the
valuation date next following the date the purchase or
redemption order is received by the Administrator. The
valuation date shall be determined by the Administrator
and shall occur on at least a weekly basis. The net
asset value of fund units will be calculated by dividing
the difference between the value of the fund assets and
fund liabilities by the number of units outstanding with
respect to each fund.
(iv) Brokerage commissions, transfer fees and other expenses
actually incurred in any such purchase or redemption
shall be added to the cost or subtracted from the gross
proceeds, of any such purchase or redemption,
respectively.
(e) Income earned by the Equity Fund, Bond Fund and International
Equity Fund shall automatically be reinvested in the Equity
Fund, Bond Fund and International Equity Fund, as the case may
be. Income, gains and losses shall be reflected in the net asset
value of the units of the Equity Fund, Bond Fund and
International Equity Fund.
6.12 Voting of the Money Market Fund, Equity Fund, Bond Fund and
International Equity Fund Investments
The Trustee, in accordance with the Trust Agreement, shall exercise all
voting and other rights associated with any investments held in the
Money Market Fund, Equity Fund, Bond Fund and International Equity Fund.
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6.13 Investment Advisory Fees
The investment advisory fees, if any, incurred for management of the
Money Market Fund, Equity Fund, Bond Fund, International Equity Fund and
Balanced Fund are charged to each respective fund.
6.14 Member Protection
No shares of Atlantic Richfield Company Common Stock held by the ESOP
Part of the Plan may be subject to a put, call or other option, or
buy/sell or similar arrangement. The provisions of this Paragraph 6.14
shall continue to be applicable to the shares of Atlantic Richfield
Company Common Stock held by the ESOP Part of the Plan even if such part
ceases to be an Employee Stock Ownership Plan under Section 4945(e)(7)
of the Code.
6.15 Confidentiality
The Savings Plan Administrative Committee shall be responsible for
ensuring the adequacy of procedures established by the Administrator to
safeguard the confidentiality of information relating to the purchasing,
holding and selling of Atlantic Richfield Company Common Stock and any
voting, tender or similar rights relating to such stock.
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SECTION 7
WITHDRAWALS DURING EMPLOYMENT
7.1 Partial Withdrawals
(a) An application for partial withdrawal of funds must be in the
form prescribed by the Administrator. Distribution will be made
as soon as practicable after the date the application is
received by the Administrator.
(b) A Member may make the following partial withdrawals during
employment with the Company; provided, that (i) partial
withdrawals under this Paragraph 7.1 are made at not less than
six month intervals and not earlier than seven calendar days
following (A) the date of a direction under Paragraph 6.4 or
6.5; (B) the date of an application for a loan under Section 12;
or (C) the date of an accelerated repayment of a loan under
Paragraph 12.8(c)(i), and (ii) Member contributions made prior
to January 1, 1987, must be withdrawn prior to withdrawal of any
other contributions and earnings:
(1) Items in the Member's Account derived from Member
contributions made prior to January 1, 1987;
(2) Items in the Member's Account derived from earnings on
Member contributions made prior to January 1, 1987. If
such items were not in the Account for at least two
years on the preceding December 31, the Member's future
contributions to the Plan shall be suspended for six
months;
(3) All items in the Member's Account derived from Member
contributions and earnings thereon. If a Member makes a
withdrawal under this subparagraph, all Member
contributions and
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earnings thereon shall be distributed to the Member, and
the Member's future contributions to the Plan shall be
suspended for six months;
(4) Except for Company contributions under the Predecessor
Plan made after June 30, 1988, and earnings thereon, and
items referenced in Subparagraph 7.1(b)(5), items in the
Member's Account derived from Company contributions and
earnings thereon.
7.2 Irrevocability of Election
An election to make a partial withdrawal shall be irrevocable upon
receipt by the Administrator.
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SECTION 8
PAYMENTS ON TERMINATION OF COMPANY EMPLOYMENT,
DIVORCE OR OTHER REASONS
8.1 Termination of Membership
(a) If a Member's membership in the Plan is terminated due to
disability, termination of employment for any other reason
except death, or as the result of a sale described in
Subparagraph 2.3(b) or (c), the Member shall receive all items
in the Member's Account. Each Member shall be fully vested at
all times in all items in the Member's Account, whether the same
be derived from his or her own contributions, Company
contributions, or earnings on either.
(b) Upon the election of the Member who has terminated employment,
all items in a Member's Account shall be distributed to the
Member. With respect to a Member who does not request a
distribution:
(i) Notwithstanding anything to the contrary in this
Paragraph 8.1 and subject to the provisions of Paragraph
8.7, a Member's Account shall be distributed no later
than age 65, or, if later, 12 months following
termination of membership under Subparagraph 8.1(a);
(ii) In the case of the Member's death prior to final
distribution, the Member's Account shall be distributed
in accordance with Paragraph 8.2 of the Plan; and
(iii) No loans or hardship withdrawals may be taken following
termination of employment or disability.
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(c) Notwithstanding anything to the contrary in this Paragraph 8.1,
all items in the Account of a Member who has terminated
employment, and whose Account balance is $3,500 or less, shall
be distributed 12 months following the Member's termination of
membership, unless the Member elects an earlier distribution
date.
(d) Notwithstanding anything in the Plan to the contrary, when a
Member elects to receive all items in the Member's Account and,
in conjunction therewith, directs that items in his or her
Account be converted pursuant to Paragraph 6.4 or 6.5, the
conversion shall be transacted on the first transaction date
under the Plan following the Administrator's receipt of a
request for distribution.
8.2 Death
(a) If a Member dies, or a former Member dies while awaiting receipt
of a distribution pursuant to Paragraph 8.1, and it is
established to the Plan's satisfaction that the consent required
under Subparagraph 8.2(c), either has been obtained or was not
obtainable, all items in the Member's or former Member's Account
shall be paid to the beneficiary or beneficiaries most recently
designated by the Member or former Member in such manner as
prescribed by the Administrator. If no such designation shall
have been made, or if all designated beneficiaries should die
before the Member or former Member, payment shall be made to the
Member's or former Member's estate.
(b) Except as provided in Subparagraph 8.2(c), if a Member or former
Member is survived by a spouse, all items in the Member's or
former Member's Account shall be paid to the Member's or former
Member's spouse.
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(c) If a Member or former Member is survived by a spouse, all items
in a Member's or former Member's Account shall be paid to the
beneficiary or beneficiaries most recently designated by the
Member or former Member in such manner as prescribed by the
Administrator; provided, (i) the surviving spouse of the Member
or former Member has irrevocably consented in writing to the
designation of the specific beneficiary or beneficiaries, which
designation may not be changed without spousal consent (or the
spouse expressly permits designation by the Member or former
Member without any further spousal consent), such consent
acknowledged the effect of the election and such consent was
witnessed by a notary public, or (ii) it is established to the
Plan's satisfaction that the consent required by Subparagraph
8.2(c)(i), could not be obtained because the surviving spouse
could not be located or because of such other circumstances as
the Secretary of Treasury may by regulation prescribe. Any
consent necessary under this paragraph shall be effective only
with respect to such spouse, or, in the event it is established
that the consent may not be obtained, such designated spouse. A
revocation of a prior designation may be made by a Member
without the consent of the spouse at any time prior to the
Member's death. A consent that permits designation by the Member
or former Member without any requirement for further consent by
the spouse must acknowledge that the spouse has the right to
limit consent to a specific beneficiary and that the spouse
voluntarily elects to relinquish such right.
(d) Any payment made under this paragraph on account of a Member's
death shall be made no later than 90 days following the close of
the Plan Year in which the Plan receives certification of the
Member's death.
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8.3 Disability
Disability means a medically determinable physical or mental impairment
resulting from illness or injury as a result of which the Member is
unable to perform one or more of the substantial duties of the Member's
normal work assignment with the Company or of any work assignment which
the Company determines is available to the Member and for which the
Member is reasonably qualified by education, training or experience to
perform as determined by the Administrator after review by the Medical
Board or such other entity as designated by the Administrator.
8.4 Divorce
To the extent specified in a Qualified Domestic Relations Order, as
defined in Section 414(p) of the Code, distributions from a Member's
Account may be made to an Alternate Payee, as defined in Section 414(p)
of the Code, prior to the Member's termination of membership under
Subparagraph 8.1(a), death, disability or retirement. Distributions
under this paragraph shall be made at the time set forth in the
Qualified Domestic Relations Order, or, if such order provides, at the
time elected by the Alternate Payee.
8.5 Rollover
(a) Notwithstanding anything in this Section 8 to the contrary, a
distributee, as defined below may elect, at a time and in the
manner prescribed by the Administrator, to have all or a portion
of a distribution under this Section 8, other than any amount
required to be distributed pursuant to Section 401(a)(9) of the
Code, made payable to an eligible retirement plan.
(b) For purposes of this Section 8, other than Paragraph 8.2, an
eligible retirement plan is an individual retirement account or
annuity described in Section 408(a) or (b) of the Code, an
annuity plan described in Section 403(a) of the Code or a
qualified trust described in Section 401(a) of the Code that
accepts such
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distribution. For purposes of a distribution under Paragraph
8.2, an eligible retirement plan is an individual retirement
account or annuity.
(c) Distributee means an Employee or former Employee, the surviving
spouse of such Employee or such Employee's spouse or former
spouse who is an alternate payee as defined in Section 414(p) of
the Code.
8.6 Notice
With respect to a Member whose account exceeds $3,500, the Administrator
shall provide the notice required by Section 1.411(a)-11(c) of Income
Tax Regulations no less than 30 days and no more than 90 days before the
Member's date of distribution; provided, however, that such distribution
may commence less than 30 days after the required notice is given if:
(a) The Member is informed of the Members' right to a period of at
least 30 days after receiving the notice to consider
distribution options; and
(b) The Member, after receiving the notice, affirmatively elects a
distribution.
8.7 Distributions
Notwithstanding anything in the Plan to the contrary, a Member's Account
shall be distributed in a lump sum, no later than the first day of April
following the calendar year in which the Member attains age 70-1/2. Any
amounts subsequently allocated to a Member's Account shall be
distributed during the calendar year immediately following the year of
allocation.
8.8 Distribution of Benefits
The distribution of benefits under the Plan to a Member who has elected
to receive such benefits shall begin not later than the 60th day after
the latest of the close of the Plan Year in which (a) the Member attains
age 65 or such earlier normal
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retirement age as may be specified in the Plan; (b) there occurs the
tenth anniversary of the year in which the Member commenced membership
in the Plan; or (c) the Member's service with the Company is terminated.
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SECTION 9
ADMINISTRATION
SAVINGS PLAN ADMINISTRATIVE COMMITTEE
9.1 Savings Plan Administrative Committee
The Plan shall be administered by a Savings Plan Administrative
Committee. The Committee shall consist of the Senior Vice President,
Human Resources, of Atlantic Richfield Company, who shall serve as
Chairperson, and not less than two other persons appointed by the
Chairperson. Members of the Committee shall serve without compensation.
Vacancies shall be filled by the Chairperson or the Chairperson's
delegate.
9.2 Rules of Conduct
The Savings Plan Administrative Committee shall adopt such rules for the
conduct of its business and administration of the Plan as it considers
desirable; provided, they do not conflict with the Plan.
9.3 Legal, Accounting, Clerical
The Savings Plan Administrative Committee may authorize one or more of
its members or any agent to act on its behalf and may contract for
legal, accounting, clerical and other services to carry out this Plan.
Unless paid by the Company, all expenses of the Company, the
Administrator and the Plan shall be paid by the Plan, to the extent they
constitute reasonable expenses of administering the Plan. The Plan may
reimburse expenses paid directly by the Company or its designee. This
provision shall be deemed a part of any contract to provide for expenses
of Plan administration, whether or not the signatory to such contract
is, as a matter of convenience, the Company or its designee.
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9.4 Interpretation of Provisions
The Savings Plan Administrative Committee shall have full discretion and
final authority to determine eligibility for benefits and to interpret
the provisions of this Plan, to decide questions arising in its
administration, and to establish such other rules for its administration
as may be desirable.
9.5 Records of Administration
The Savings Plan Administrative Committee shall keep records reflecting
the administration of the Plan which shall be subject to audit by the
Company. Members may examine records pertaining directly to themselves.
At least annually, the Savings Plan Administrative Committee shall have
mailed to each Member a statement of his or her Account and such
statement shall be deemed to have been accepted as correct for all
purposes of this Plan unless written notice to the contrary is received
by the Savings Plan Administrative Committee or the Trustee within 30
days after the date of mailing.
9.6 Claims for Benefits
Applications for benefits must be made in such manner as prescribed by
the Administrator. The Administrator shall have full discretion and
final authority to determine eligibility for benefits and to construe
the terms of the Plan in acting upon an initial application for benefits
or an appeal of a denial of an application for benefits. Each
application shall be acted upon and approved or disapproved within 90
days following its receipt by the Administrator. In the event special
circumstances require an extension of time for reviewing the initial
application for benefits, the Administrator shall make a determination
as soon as practicable but no later than 180 days following receipt of
the application. If any application for benefits is denied, in whole or
in part, the Administrator shall notify the applicant in writing of such
denial and of the applicant's right to a review by the Administrator and
shall set forth in a manner calculated to be understood by the
applicant, specified reasons for such denial, specific references to
pertinent Plan provisions
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on which the denial is based, a description of any additional material
or information necessary for the applicant to perfect the application,
an explanation of why such material or information is necessary, and an
explanation of the Plan's review procedure.
Any person, or a duly authorized representative thereof, whose
application for benefits is denied in whole or in part, may appeal from
such denial to the Administrator for a review of the decision by
submitting to the Administrator within 60 days after receiving notice of
denial, a written statement:
(a) Requesting a review of the application for benefits by the
Administrator;
(b) Setting forth all of the grounds upon which the request for
review is based and any facts in support thereof; and
(c) Setting forth any issues or comments which the applicant deems
relevant to the application.
The Administrator shall act upon each such appeal application within 60
days after the later of receipt of the applicant's request for review by
the Administrator or receipt of any additional materials reasonably
requested by the Administrator from such applicant. In the event special
circumstances require an extension of time for reviewing the appeal, the
Administrator shall make a determination as soon as practicable but no
later than 120 days following receipt of the appeal.
The Administrator shall make a full and fair review of each such
application and any written materials submitted by the applicant or the
Company in connection therewith and may require the Company or the
applicant to submit within 30 days of written notice by the
Administrator therefor, such additional facts, documents, or other
evidence as the Administrator, in its sole discretion, deems necessary
or
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advisable in making such a review. The Administrator shall have full
discretion in making an independent determination of the applicant's
eligibility for benefits under the Plan and shall have full discretion
to construe the terms of the Plan in making its review. The decision of
the Administrator on any application for benefits shall be final and
conclusive upon all persons.
If the Administrator denies an application in whole or in part, the
Administrator shall give written notice of its decision to the applicant
setting forth in a manner calculated to be understood by the applicant
the specific reasons for such denial and specific references to the
pertinent Plan provisions on which the Administrator's decision was
based.
9.7 Liability of Committee
No member of the Savings Plan Administrative Committee may be liable for
any action taken in good faith or for the exercise of any power given
the Savings Plan Administrative Committee, or for the actions of other
members of said Committee unless and except to the extent that such
liability is imposed under law as a result of a breach by such member of
his or her fiduciary responsibilities.
9.8 Medical Board
The Savings Plan Administrative Committee may appoint a Medical Board
consisting of not less than three physicians, who shall be authorized to
make, or have made, any physical or mental examinations required or
authorized by the Administrator or by the provisions of this Plan.
9.9 Unlocated Member
If the Committee is unable, after reasonable and diligent effort, to
locate a Member or beneficiary entitled to payment under the Plan, such
payment may be forfeited and used to pay Plan expenses. If the Member or
beneficiary later files a claim for benefit, such benefit will be
reinstated.
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9.10 Legal Representative
The Savings Plan Administrative Committee shall act on behalf of the
Plan with respect to any claim or cause of action, whether arising in
the course of administrative or judicial proceedings or otherwise, and
shall be responsible for initiating, pursuing and defending any such
claim or cause of action involving the Plan.
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SECTION 10
AMENDMENTS, DISCONTINUANCE, LIABILITIES
10.1 Amendment of Plan
This Plan may be amended by the Board of Directors of CH-Twenty, Inc.
if, as amended, it continues to be for the exclusive benefit of
Employees. However, no amendment shall reduce the Account of any Member
as of the date of such amendment.
10.2 Termination
CH-Twenty, Inc. intends to continue the Plan indefinitely but reserves
the right to terminate it at any time, by action of its Board of
Directors. If the Plan is terminated, or if there is a complete
discontinuance of contributions under the Plan by the Company, all
amounts credited to Accounts of Members shall be held for distribution
as provided in Sections 7 and 8.
10.3 Liability of Company
The Company shall have no liability for payments under the Plan. Any
payments under the Plan shall be made solely from the fund held by the
Trustee.
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SECTION 11
MISCELLANEOUS
11.1 Employment
This Plan shall not give any Member any right to be continued in the
employment of the Company.
11.2 Benefits Not Assignable
Except as provided in Paragraph 8.4, no benefit under the Plan shall be
assignable or transferable in whole or in part, either directly or by
operation of law or otherwise, and shall not be subject to attachment or
other process.
11.3 Discharge of Liability
If the Administrator deems any person incapable of receiving benefits to
which such person is entitled under the Plan, by reason of minority,
illness, infirmity, mental incompetency or other incapacity, it may
direct the Trustee to make payment (other than United States savings
bonds to which such person may be entitled) directly for the benefit or
the account of such person or to any eligible person selected by the
Administrator to disburse such payment whose receipt shall be a complete
settlement therefor. Where such incapacitated person is entitled to a
distribution of any United States savings bond, the distribution or
redemption of such bond shall be made or effected in accordance with the
government regulations applicable under the circumstances.
11.4 Governing Laws
The Plan shall be governed by and construed in accordance with federal
laws governing employee benefit plans qualified under the Code or with
the laws of the State of Delaware, to the extent not preempted by
federal law.
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11.5 Limitation on Mergers
This Plan may not merge or consolidate with, or transfer any of its
assets or liabilities to, any other plan unless each Member in the Plan
would, if said other plan were to terminate, receive a benefit
immediately after the merger, consolidation or transfer which is equal
to, or greater than, the benefit such Member would have been entitled to
receive immediately before the merger, consolidation or transfer if the
Plan had terminated.
11.6 Delegation of Fiduciary or Administrative Responsibilities
CH-Twenty, Inc., by resolution of its Board of Directors or by written
action of any officer generally or specifically named by such a
resolution to take such an action, and the Savings Plan Administrative
Committee, by resolution of said Committee, may at any time delegate to
any other named person or body, or reassume therefrom, any of their
respective fiduciary responsibilities or administrative duties with
respect to the Plan, including the power to delegate and reassume such
responsibilities and duties by written action naming the person or body
to whom the responsibility has been delegated. However, only the
immediate delegate of CH-Twenty, Inc. or of the Savings Plan
Administrative Committee, as the case may be, may, if so authorized by
CH-Twenty, Inc. or said Committee, delegate any such responsibilities or
duties.
11.7 Named Fiduciary
The named fiduciary with respect to the Plan is CH-Twenty, Inc. except
that (a) as to any matter specified in the Plan as being the
responsibility or function of the Savings Plan Administrative Committee,
the named fiduciary is said Committee, (b) as to any matter specified in
the Plan or in the trust agreement as being the responsibility or
function of the Trustee or Investment Officer of Atlantic Richfield
Company, the named fiduciary is the Trustee or such Investment Officer,
as the case may be, and as to any matter specified in the Plan as being
the responsibility
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or function of the President of CH-Twenty, Inc., the named fiduciary is
such President.
11.8 Transferred Funds
(a) Predecessor Plan Assets
(i) Assets transferred on behalf of a Member to this Plan
from the Predecessor Plan shall be invested in the same
manner as such assets were invested under the
Predecessor Plan as of the transfer date.
(ii) The assets transferred on behalf of a Member to this
Plan from the Predecessor Plan shall continue to be
invested as described in Subparagraph 11.8(a)(i) until
the Member directs reinvestment of such assets pursuant
to Paragraph 6.4 or 6.5 of the Plan.
(b) Savings Plan Assets of a Subsidiary or Affiliate
Upon the transfer of an Employee eligible to participate in this
Plan from a Subsidiary or Affiliate, other than Atlantic
Richfield Company, any assets maintained under a savings plan of
such Subsidiary or Affiliate on behalf of such Employee will be
transferred to this Plan in the same investment alternative
under which held as of the transfer date, and such transferred
assets will be subject to the reinvestment provisions under
Paragraph 6.4 or 6.5, except as provided in the following
special conditions:
(i) Any assets transferred on behalf of a Member which have
been invested in Common Stock of a Subsidiary or
Affiliate, other than Atlantic Richfield Company, in the
subaccount attributable to the Member's contributions
under the savings plan of such Subsidiary or Affiliate
will remain so invested, with future dividends being
reinvested in such stock under the Member's Account,
absent the
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Member's direction to reinvest such assets pursuant to
Paragraph 6.5 of the Plan; provided, however, that any
assets converted from the Common Stock of a Subsidiary
or Affiliate to another investment alternative under the
Plan may not be reinvested in Common Stock of a
Subsidiary or Affiliate.
(ii) Any assets transferred on behalf of a Member which have
been invested in the Common Stock of a Subsidiary or
Affiliate, other than Atlantic Richfield Company, in the
subaccount attributable to Company contributions under
the savings plan of such Subsidiary or Affiliate, will
remain so invested, with future dividends being
reinvested in such stock under the Member's Account;
provided, however, that the Member may elect to convert
such assets to Atlantic Richfield Company Common Stock
held under the ESOP Part of the Plan and any assets so
converted may not be reinvested in the Common Stock of a
Subsidiary or Affiliate.
(iii) Common Stock of a Subsidiary or Affiliate held by the
Plan shall be subject to the sales and voting provisions
of Section 6.
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SECTION 12
LOANS TO MEMBERS
12.1 General
A Member may borrow from his or her Account in accordance with the terms
and conditions set forth in this Section 12 and such additional rules,
consistent with such terms and conditions, which the Administrator may
establish from time to time.
12.2 Eligibility
To be eligible to apply for and receive a loan, the Member must be in
receipt of regular earnings. The loan shall be irrevocable upon the
earlier of:
(a) Endorsement of the check representing the loan proceeds; or
(b) Expiration of ten days from issuance of such check.
12.3 Loan Amount
(a) The maximum loan shall be the greater of (i) or (ii), below:
(i) The lesser of $10,000 or the value of the Member's
Account (excluding United States Savings Bonds); or
(ii) The lesser of one half of the Member's Account
(excluding United States Savings Bonds), or $50,000.
(b) A loan must be in cash, in increments of $100 and in an amount
not less than $1,000.
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(c) The maximum loan amount shall be reduced to the extent necessary
to prevent each installment of the loan repayment, including
principal and interest, when added to installments under any
outstanding loan under the CH-Twenty, Inc. Capital Accumulation
Plan from exceeding 25 percent of a Member's biweekly Base Pay.
(d) The $50,000 maximum loan amount shall be reduced by the highest
outstanding balance of any loan during the 12 months preceding
the date of the loan application.
(e) The value of Common Stock, the Equity Fund, the International
Equity Fund, the Bond Fund and the Balanced Fund for purposes of
Subparagraph 12.3(a), will be determined on the sale date,
pursuant to Paragraph 6.7 or 6.11, immediately preceding the
date the loan application is received by the Administrator.
12.4 Frequency
(a) A Member may have such number of loans outstanding at any time
as shall be determined by the Administrator.
(b) A loan application may be submitted only once during any 15-day
period and a loan application may not be submitted earlier than
seven days following receipt by the Administrator of a Member's
application to make a purchase or sale under Paragraph 6.5 or a
partial withdrawal under Paragraph 7.1.
(c) A loan application may not be submitted earlier than 15 days
following repayment of a previous loan under the Plan or the
CH-Twenty, Inc. Capital Accumulation Plan.
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12.5 Interest Rate
A loan shall bear interest at a rate established and communicated by the
Savings Plan Administrative Committee to provide the Plan with a rate of
return commensurate with prevailing interest rates charged on similar
commercial loans by persons in the business of lending money.
12.6 Security
(a) Each loan must be evidenced by a loan agreement executed by the
Member for the amount of the loan, including principal and
interest, payable to the order of the Trustee.
(b) The security for the loan shall be the assignment to the Trustee
of the Member's right and interest in that portion of the
Member's Account which equals the amount of the loan plus
accrued but unpaid interest.
12.7 Funding of the Loan
(a) The Member shall direct, on a form prescribed by the
Administrator, which assets shall be used to provide the loan
proceeds; provided, however, that Company contributions made
after June 30, 1988, that are applied under the ESOP Part of the
Plan, and earnings thereon, may not be used to fund a loan. To
the extent the Member does not give such directions, the loan
will be funded in accordance with procedures established by the
Administrator.
(b) The value of Common Stock, the Equity Fund, the International
Equity Fund, the Bond Fund and the Balanced Fund sold to provide
the loan proceeds shall be determined on the sale date, pursuant
to Paragraph 6.7 or 6.11, immediately following the date the
loan application is received by the Administrator.
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12.8 Repayment of Loan
(a) As determined by the Member, but subject to the restriction in
Subparagraph 12.3(c), a loan may be repaid over a period of one,
two, three, four or five years or, in the case of a loan used to
acquire the Member's principal residence, such longer term as
determined by the Administrator and permitted under Section
72(p) of the Code.
(b) Principal and interest shall be amortized, on a level basis,
over the term of the loan.
(c) Except as provided below, payments shall be made by means of
payroll deductions, the authorization of which shall be
irrevocable.
(i) The loan may be repaid in full at any time without
penalty.
(ii) If a Member is not in receipt of regular earnings
sufficient to permit repayment of the loan, repayment
shall be made by means prescribed by the Administrator.
Repaid principal and interest shall be credited to the Member's
Money Market Fund account.
12.9 Deemed Distribution
A distribution of the unpaid principal shall be deemed to have been made
to the Member, if the Member:
(a) Separates from service for any reason, including retirement,
termination of employment, divestiture or death. The deemed
distribution shall occur upon the earlier of 12 months following
termination of membership or the date the loan was due.
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(b) Fails to make repayment under Subparagraph 12.8(c)(ii) for a
period of seven consecutive scheduled payment dates.
(c) Fails to receive regular earnings sufficient to permit repayment
of the loan for more than seven consecutive pay periods.
12.10 Default
If the Member is not in receipt of regular earnings sufficient to permit
repayment of the loan for a period exceeding seven consecutive pay
periods, and other arrangements acceptable to the Administrator have not
been agreed to by the Member, the loan will be deemed in default and the
Administrator will realize on the security in accordance with applicable
laws.
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SECTION 13
TOP HEAVY PROVISIONS
If the Plan is or becomes Top Heavy in any Plan Year, the provisions of this
Section 13 will supersede any conflicting provisions in the Plan.
13.1 Definitions
(a) Key Employee means an Employee, former Employee or an Employee's
beneficiary who at any time during the determination period is:
(i) An officer of the Company who has annual Compensation
greater than 50 percent of the amount in effect under
Section 415(b)(1)(A) of the Code for the Plan Year;
(ii) One of the ten Employees owning (or considered as owning
within the meaning of Section 318 of the Code) the
largest interest in the Company; provided, such
Employee's annual Compensation from the Company exceeds
the dollar limitation under Section 415(c)(1)(A) of the
Code. If two or more Employees have the same ownership
interest, the Employee with the greater annual
Compensation from the Company for the Plan Year shall be
considered to own the larger interest in the Company;
(iii) A five percent owner of the Company; or
(iv) A one percent owner of the Company who has annual
Compensation from the Company of more than $150,000.
The determination period of the Plan is the Plan Year containing
the Determination Date and the four preceding Plan Years.
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The determination of who is a Key Employee will be made in
accordance with Section 416(i)(1) of the Code and the
regulations thereunder.
(b) Top Heavy Plan: For any Plan Year the Plan is Top Heavy if any
of the following conditions exist:
(i) If the Top Heavy Ratio for this Plan exceeds 60 percent
and this Plan is not part of any Required Aggregation
Group or Permissive Aggregation Group of plans;
(ii) If this Plan is a part of a Required Aggregation Group
of plans (but which is not part of a Permissive
Aggregation Group) and the Top Heavy Ratio for the group
of plans exceeds 60 percent; or
(iii) If this Plan is a part of a Required Aggregation Group
of plans and part of a Permissive Aggregation Group and
the Top Heavy Ratio for the Permissive Aggregation Group
exceeds 60 percent.
(c) Top Heavy Ratio
(i) If the Company maintains one or more defined
contribution plans (including any Simplified Employee
Pension Plan) and the Company has not maintained any
defined benefit plan which during the five- year period
ending on the Determination Date(s) has or has had
accrued benefits, the Top Heavy Ratio for this plan
alone or for the Required or Permissive Aggregation
Group as appropriate is a fraction, the numerator of
which is the sum of the account balances of all Key
Employees as of the Determination Date(s) [including any
part of any account
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balance distributed in the five-year period ending on
the Determination Date(s)], and the denominator of which
is the sum of all account balances [including any part
of any account balance distributed in the five-year
period ending on the Determination Date(s)], both
computed in accordance with Section 416 of the Code and
the regulations thereunder. Both the numerator and
denominator of the Top Heavy Ratio are adjusted to
reflect any contribution not actually made as of the
Determination Date, but which is required to be taken
into account on that date under Section 416 of the Code
and the regulations thereunder.
(ii) If the Company maintains one or more defined
contribution plans (including any Simplified Employee
Pension Plan) and the Company maintains or has
maintained one or more defined benefit plans which
during the five-year period ending on the Determination
Date(s) has or has had any accrued benefits, the Top
heavy Ratio for any Required or Permissive Aggregation
Group as appropriate is a fraction, the numerator of
which is the sum of account balances under the
aggregated defined contribution plan or plans for all
Key Employees, determined in accordance with
Subparagraph 13.1(c)(i), and the Present Value of
accrued benefits under the aggregated defined benefit
plan or plans for all Key Employees as of the
Determination Date(s), and the denominator of which is
the sum of the account balances under the aggregated
defined contribution plan or plans for all Members,
determined in accordance with Subparagraph 13.1(c)(i),
and the Present Value of accrued benefits under the
defined benefit plan or plans for all Members as of the
Determination Date(s), all determined in accordance with
Section 416 of the Code and the regulations thereunder.
The accrued benefits under a defined benefit plan in
both the numerator and denominator of the Top Heavy
Ratio are adjusted for any distribution of an accrued
benefit made in the five-year period ending on the
Determination Date.
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(iii) For purposes of Subparagraphs 13.1(c)(i) and (c)(ii),
the value of account balances and the Present Value of
accrued benefits will be determined as of the most
recent Valuation Date that falls within or ends with the
12-month period ending on the Determination Date except
as provided in Section 416 of the Code and the
regulations thereunder for the first and second Plan
Years of a defined benefit plan. The account balances
and accrued benefits of a Member (A) who is not a Key
Employee but who was a Key Employee in a prior year, or
(B) effective January 1, 1985, who has not been credited
with at least one Hour of Service with a Company
maintaining the Plan at any time during the five-year
period ending on the Determination Date will be
disregarded. The calculation of the Top Heavy Ratio, and
the extent to which distributions, rollovers and
transfers are taken into account will be made in
accordance with Section 416 of the Code and the
regulations thereunder. Deductible Employee
contributions will not be taken into account for
purposes of computing the Top Heavy Ratio. When
aggregating plans, the value of account balances and
accrued benefits will be calculated with reference to
the Determination Dates that fall within the same
calendar year.
(iv) The accrued benefit of a Member other than a Key
Employee shall be determined under the method, (A) if
any, that uniformly applies for accrual purposes under
all defined benefit plans maintained by the Company, or
(B) absent such method, as if such benefits accrued not
more rapidly than the slowest accrued rate permitted
under the fractional rule of Section 411(b)(1)(C) of the
Code.
(d) Permissive Aggregation Group: The Required Aggregation Group of
plans plus any other plan or plans of the Company which, when
considered as a
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group with the Required Aggregation Group, would continue to
satisfy the requirements of Section 401(a)(4) and Section 410 of
the Code.
(e) Required Aggregation Group means:
(i) Each qualified plan of the Company in which at least one
Key Employee participates or participated at any time
during the determination period (regardless of whether
the plan terminated); and
(ii) Any other qualified plan of the Company which enables a
plan described in Subparagraph 13.1(e)(i) to meet the
requirements of Section 401(a)(4) or Section 410 of the
Code.
(f) Determination Date means for any Plan Year the last day of the
preceding Plan Year. For the first Plan Year of the Plan, the
last day of that year.
(g) Valuation Date means December 31 of each year.
(h) Present Value: Present Value shall be based on the interest rate
and mortality tables specified in the Company's defined benefit
plan.
(i) Compensation means all compensation, as that term is defined for
Section 415 purposes, but including amounts contributed by the
Company pursuant to salary reduction agreements which are
excludable from the Employee's income under Code Section 125,
Section 402(e)(3), Section 402(h) and Section 403(b).
13.2 Minimum Allocation
(a) Except as otherwise provided in 13.2(b), (c) and (d), the
Company contributions allocated on behalf of any Member who is
not a Key Employee shall not be less than the lesser of three
percent of such
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Member's Compensation or in the case where the Company has no
defined benefit plan which designates the Plan to satisfy
Section 401 of the Code, the largest percentage of Company
contributions, as a percentage of the first $150,000 of the Key
Employee's Compensation, allocated on behalf of any Key Employee
for that year. The minimum allocation is determined without
regard to any Social Security contribution. This minimum
allocation shall be made even though, under other Plan
provisions, the Member would not otherwise be entitled to
receive an allocation, or would have received a lesser
allocation for the year because of (i) the Member's failure to
complete 1,000 Hours of Service, or (ii) the Member's failure to
make mandatory employee contributions to the Plan, or (iii)
Compensation less than a stated amount.
(b) The provision in Subparagraph 13.2(a), shall not apply to any
Member who was not employed by the Company on the last day of
the Plan Year.
(c) If Members of the Plan are covered by one or more defined
benefit plans maintained by the Company or its Subsidiaries, the
minimum allocation or benefit requirements applicable to Top
Heavy plans shall first be met by such defined benefit plan or
plans.
(d) If Members of the Plan are covered by one or more defined
contribution plans maintained by the Company or its
Subsidiaries, and are not covered by any defined benefit plans
of the Company or its Subsidiaries, the minimum allocation
requirement will be met by the defined contribution plan in
which the Employee is an active Member in the following order:
1. Money Purchase Pension Plan
2. Profit Sharing Plan, and
3. Stock Bonus Plan
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(e) For purposes of satisfying the minimum allocation requirement of
this Paragraph 13.2, Company contributions, if any, may not be
taken into account.
13.3 The minimum accrued benefit required [to the extent required to be
nonforfeitable under Section 416(b)] may not be suspended or forfeited
under Code Section 411(a)(3)(B) or Section 411(a)(3)(D).
13.4 For any Plan Year in which the Plan is Top Heavy, only the first
$150,000 (or such larger amount as may be prescribed by the Secretary of
Treasury or the Secretary's delegate) of each Member's annual
Compensation will be taken into account for purposes of determining
benefits under the Plan.
13.5 In any Plan Year in which the Top Heavy Ratio exceeds 60 percent the
denominators of the defined benefit fraction and defined contribution
fraction [as previously defined in the Plan] shall be computed using 100
percent of the dollar limitation instead of 125 percent. The preceding
sentence shall not apply to an Employee so long as there are no:
(a) Company contributions, forfeitures or voluntary nondeductible
contributions allocated to such Employee, or
(b) Accruals for such Employee under any qualified defined benefit
plan.
13.6 In determining the highest rate of contribution applicable to any Key
Employee, amounts that such Key Employee elects to defer under an
arrangement qualified under Section 401(k) of the Code will be counted
for the purposes of Section 416 of the Code.
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EXHIBIT 4.5
CANYON FUEL COMPANY
CAPITAL ACCUMULATION PLAN
TRUST AGREEMENT
THIS AGREEMENT made this________day of ________, 1997 between CANYON FUEL
COMPANY, LLC a Delaware limited liability company ("Canyon Fuel") 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
A. This instrument creates a trust for purposes of the Canyon Fuel
Company Capital Accumulation Plan (the "Plan").
B. The parties hereto desire to execute a trust agreement which sets
forth the rights and duties of Trustee and the terms and conditions under which
the trust fund is to be administered.
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, 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 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
Canyon Fuel 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:
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(A) 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 Canyon Fuel, or in any combination thereof as
Canyon Fuel determines;
(B) In units of a fund, consisting of specified equity
investments, such as common or capital stock of issuers, other than Canyon Fuel,
Atlantic Richfield Company ("ARCO") or any of their 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 Canyon Fuel may
determine;
(C) 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 Canyon Fuel, ARCO or any of their 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 Canyon Fuel may determine;
(D) In units of a fund consisting of specified investments in
global issuers such as common or capital stock, other than Canyon Fuel, ARCO or
any of their 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
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<PAGE> 3
or other similar types of equity investments and cash equivalent investments, or
similar investments or in any combination thereof as Canyon Fuel may determine;
(E) In units of a fund consisting of units of the funds described
in Subparagraphs (B), (C) or (D), which shall be approximately 45 percent of the
fund described in Subparagraph (B), 40 percent of the fund described in
Subparagraph C and 15 percent of the fund described in Subparagraph (D), as
Canyon Fuel determines; or
(F) 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 Canyon Fuel Company 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").
Canyon Fuel 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 Canyon Fuel or other named fiduciary authorized
by a resolution of Canyon Fuel's Management Board to make such appointments. The
authority of the investment manager shall not begin until Trustee receives from
Canyon Fuel 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 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, Canyon Fuel shall be deemed to warrant that such investment
manager meets the requirements of Section 3(38) of ERISA, but
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<PAGE> 4
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 Canyon
Fuel to validate such oral directions.
5. Canyon Fuel 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
Canyon Fuel in a manner prescribed by its Management Board. In such a case,
Trustee shall be subject to proper direction of such fiduciary, and Canyon Fuel
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.
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<PAGE> 5
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 Canyon
Fuel 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:
(A) To vote any bonds or other securities of any corporation or
other issuer at any time held in the trust; 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;
(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 of the nominee or nominees as much as if such
acts were the acts of Trustee;
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<PAGE> 6
(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 Canyon
Fuel 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.
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 its own banking department or any common or
collective trust fund maintained by Trustee which satisfies such objective) any
amount stated by Canyon Fuel or believed by Trustee to be needed in the near
future for withdrawals from the Fund.
8. Trustee, as and when directed by Canyon Fuel (or any committee or
person or entity designated for such purpose in the Plan or otherwise by Canyon
Fuel), 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. Canyon Fuel 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.
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<PAGE> 7
9. Trustee shall be paid such reasonable compensation for its service as
Trustee as shall from time to time be agreed upon by Canyon Fuel and Trustee.
Unless paid by Canyon Fuel, 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
Canyon Fuel'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;
(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 Canyon Fuel, its subsidiaries and
affiliates and each of the directors, officers or employees of Canyon Fuel and
of any such affiliate or subsidiary harmless (including the cost of outside
counsel) against any liability or excise tax asserted against Canyon Fuel 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
Canyon Fuel 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 Canyon Fuel 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
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<PAGE> 8
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.
(D) Where an investment manager or fiduciary has been named
pursuant to Paragraph 4 or 5 or where Canyon Fuel is required to give directions
to Trustee, Canyon Fuel 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 Canyon Fuel. 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 Canyon Fuel, Trustee shall deposit any
assets held by it with a custodian named by Canyon Fuel, and Canyon Fuel 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 Canyon
Fuel. At such intervals as Canyon Fuel may from time to time designate, and as
of the date of the removal or resignation of Trustee, Trustee shall file with
Canyon Fuel 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 Canyon Fuel 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 Canyon Fuel shall within 90 days following notification
thereof have filed written objections with
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<PAGE> 9
Trustee and except that no such accounting shall foreclose any liability of
Trustee to Canyon Fuel arising under Paragraph ll(B). Except as provided in
Paragraph ll(B), the liability of Trustee to persons other than Canyon Fuel
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 Canyon Fuel 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,
Canyon Fuel 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 Canyon Fuel 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.
14. If the Plan is wholly or partially terminated, Trustee shall
disburse the portion of the Fund affected by the termination as directed by
Canyon Fuel. 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. Canyon Fuel may amend this Agreement by an instrument in writing
signed by an authorized officer of Canyon Fuel or by any other named fiduciary
authorized by a resolution of Canyon Fuel's Management Board 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
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<PAGE> 10
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. Canyon Fuel 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 Canyon Fuel 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 the direction of Canyon Fuel 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 Canyon Fuel 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
Canyon Fuel 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.
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<PAGE> 11
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.
20. Any successor to all or part of the business of Canyon Fuel may
become a party to this Agreement and, with respect to assets of the Fund which
Canyon Fuel 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 Canyon Fuel 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 Canyon Fuel shall be given in writing addressed to the trust
officer with whom Canyon Fuel customarily deals and signed by the officer
delegated such power, or any other person or persons whom Canyon Fuel notifies
Trustee are from time to time authorized to sign such communications. Canyon
Fuel 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 Canyon Fuel is returned unclaimed, Trustee shall so
notify Canyon Fuel and shall discontinue further payments to such payee until it
received further instructions of Canyon Fuel.
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 the law is not inconsistent with ERISA.
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<PAGE> 12
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: CANYON FUEL COMPANY, LLC
By:
- ------------------- ----------------------------------
BEVERLY L. HAMILTON
As named fiduciary appointed by the
Management Board of Canyon Fuel
Company, LLC with power and
authority to negotiate, execute and
deliver this Trust Agreement on
behalf of Canyon Fuel Company, LLC
ATTEST: STATE STREET BANK AND TRUST COMPANY
As Trustee for Canyon Fuel Company
Capital Accumulation Plan
By:
- ------------------- ----------------------------------
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EXHIBIT 4.6
CH-TWENTY, INC.
CAPITAL ACCUMULATION PLAN
TRUST AGREEMENT
THIS AGREEMENT made this 1st day of July, 1997 between CH-TWENTY, INC. a
Delaware corporation ("CH-Twenty") 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
A. This instrument creates a trust for purposes of the CH-Twenty Inc.,
Capital Accumulation Plan (the "Plan").
B. The parties hereto desire to execute a trust agreement which sets
forth the rights and duties of Trustee and the terms and conditions under which
the trust fund is to be administered. Effective as of July 1, 1997, the assets
and liabilities of the Atlantic Richfield Capital Accumulation Plan II allocable
as of June 20, 1997 to participants in the Plan are to be transferred to the
Plan.
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 trust assets paid over
to Trustee by the trustee of the Atlantic Richfield Capital Accumulation Plan
II), 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 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 CH-Twenty 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 ("ARCO") purchased
on the open market or from ARCO as may be directed by CH-Twenty 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
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managed by investment managers appointed by CH-Twenty, or in any combination
thereof as CH-Twenty determines;
(C) In units of a fund, consisting of specified equity
investments, such as common or capital stock of issuers, other than CH-Twenty,
ARCO or any of their 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 CH-Twenty 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 CH-Twenty, ARCO or any of their 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 CH-Twenty may determine;
(E) In units of a fund consisting of specified investments in
global issuers such as common or capital stock, other than CH-Twenty, ARCO or
any of their 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 CH-Twenty may determine;
(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
CH-Twenty 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."
3. The CH-Twenty Inc., 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").
CH-Twenty 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
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<PAGE> 3
made by an officer of CH-Twenty or other named fiduciary authorized by a
resolution of CH-Twenty's Board of Directors to make such appointments. The
authority of the investment manager shall not begin until Trustee receives from
CH-Twenty 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 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, CH-Twenty 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 CH-Twenty
to validate such oral directions.
5. CH-Twenty 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
CH-Twenty in a manner prescribed by its Board of Directors. In such a case,
Trustee shall be subject to proper direction of such fiduciary, and CH-Twenty
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.
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<PAGE> 4
Any oral direction shall be followed by a written confirmation as
soon as practical. Trustee shall follow the procedures established by CH-Twenty
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:
(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 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.
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<PAGE> 5
(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 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
CH-Twenty 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 CH-Twenty, to borrow from any lender
(including CH-Twenty 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 its own banking department or any common or
collective trust fund maintained by Trustee which satisfies such objective) (i)
any amount stated by CH-Twenty 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 CH-Twenty (or any committee or
person or entity designated for such purpose in the Plan or otherwise by
CH-Twenty), 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. CH-Twenty 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.
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<PAGE> 6
9. Trustee shall be paid such reasonable compensation for its service as
Trustee as shall from time to time be agreed upon by CH-Twenty and Trustee.
Unless paid by CH-Twenty, 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
CH-Twenty'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;
(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 CH-Twenty, its subsidiaries and affiliates
and each of the directors, officers or employees of CH-Twenty and of any such
affiliate or subsidiary harmless (including the cost of outside counsel) against
any liability or excise tax asserted against CH-Twenty 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 CH-Twenty 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
CH-Twenty 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.
(D) Where an investment manager or fiduciary has been named
pursuant to Paragraph 4 or 5 or where CH-Twenty is required to give directions
to Trustee, CH-Twenty 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 CH-Twenty. 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 CH-Twenty, Trustee shall deposit any
assets held by it with a custodian named by CH-Twenty, and CH-Twenty shall hold
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<PAGE> 7
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
CH-Twenty. At such intervals as CH-Twenty may from time to time designate, and
as of the date of the removal or resignation of Trustee, Trustee shall file with
CH-Twenty 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 CH-Twenty 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 CH-Twenty 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 CH-Twenty arising under
Paragraph ll(B). Except as provided in Paragraph ll(B), the liability of Trustee
to persons other than CH-Twenty 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 CH-Twenty 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,
CH-Twenty 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 CH-Twenty 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.
14. If the Plan is wholly or partially terminated, Trustee shall
disburse the portion of the Fund affected by the termination as directed by
CH-Twenty. 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. CH-Twenty may amend this Agreement by an instrument in writing
signed by an authorized officer of CH-Twenty or by any other named fiduciary
authorized by a resolution of CH-Twenty'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
7
<PAGE> 8
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. CH-Twenty 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 CH-Twenty 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 the direction of CH-Twenty 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 CH-Twenty 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
CH-Twenty 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.
20. Any successor to all or part of the business of CH-Twenty may become
a party to this Agreement and, with respect to assets of the Fund which
CH-Twenty 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
8
<PAGE> 9
Agreement, except that such successor shall be substituted for CH-Twenty 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 CH-Twenty shall be given in writing addressed to the trust
officer with whom CH-Twenty customarily deals and signed by the officer
delegated such power, or any other person or persons whom CH-Twenty notifies
Trustee are from time to time authorized to sign such communications. CH-Twenty
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 CH-Twenty is returned unclaimed, Trustee shall so notify
CH-Twenty and shall discontinue further payments to such payee until it received
further instructions of CH-Twenty.
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 the law is not inconsistent with ERISA.
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: CH-TWENTY, INC.
By:
- ------------------- ----------------------------------
BEVERLY L. HAMILTON
As named fiduciary appointed by the
Board of Directors of CH-Twenty,
Inc., with power and authority to
negotiate, execute and deliver this
Trust Agreement on behalf of
CH-Twenty, Inc.
ATTEST: STATE STREET BANK AND TRUST COMPANY
As Trustee for CH-Twenty, Inc.,
Capital Accumulation Plan
By:
- ------------------- ----------------------------------
9
<PAGE> 1
EXHIBIT 4.7
CH-TWENTY, INC.
SAVINGS PLAN
TRUST AGREEMENT
THIS AGREEMENT made this 1st day of July, 1997 between CH-TWENTY, INC. a
Delaware corporation ("CH-Twenty") 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
A. This instrument creates a trust for purposes of the CH-Twenty Inc.,
Savings Plan (the "Plan").
B. The parties hereto desire to execute a trust agreement which sets
forth the rights and duties of Trustee and the terms and conditions under which
the trust fund is to be administered. Effective as of July 1, 1997, the assets
and liabilities of the Atlantic Richfield Savings Plan II allocable as of June
20, 1997 to participants in the Plan are to be transferred to the Plan.
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 trust assets paid over
to Trustee by the trustee of the Atlantic Richfield Savings Plan II),
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 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 CH-Twenty 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 ("ARCO") purchased
on the open market or from ARCO as may be directed by CH-Twenty 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
1
<PAGE> 2
managed by investment managers appointed by CH-Twenty, or in any combination
thereof as CH-Twenty determines;
(C) In units of a fund, consisting of specified equity
investments, such as common or capital stock of issuers, other than CH-Twenty,
ARCO or any of their 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 CH-Twenty 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 CH-Twenty, ARCO or any of their 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 CH-Twenty may determine;
(E) In units of a fund consisting of specified investments in
global issuers such as common or capital stock, other than CH-Twenty, ARCO or
any of their 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 CH-Twenty may determine;
(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
CH-Twenty 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."
3. The CH-Twenty Inc., 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").
CH-Twenty 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
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<PAGE> 3
made by an officer of CH-Twenty or other named fiduciary authorized by a
resolution of CH-Twenty's Board of Directors to make such appointments. The
authority of the investment manager shall not begin until Trustee receives from
CH-Twenty 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 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, CH-Twenty 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 CH-Twenty
to validate such oral directions.
5. CH-Twenty 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
CH-Twenty in a manner prescribed by its Board of Directors. In such a case,
Trustee shall be subject to proper direction of such fiduciary, and CH-Twenty
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.
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<PAGE> 4
Any oral direction shall be followed by a written confirmation as
soon as practical. Trustee shall follow the procedures established by CH-Twenty
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:
(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 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.
4
<PAGE> 5
(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 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
CH-Twenty 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 CH-Twenty, to borrow from any lender
(including CH-Twenty 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 its own banking department or any common or
collective trust fund maintained by Trustee which satisfies such objective) (i)
any amount stated by CH-Twenty 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 CH-Twenty (or any committee or
person or entity designated for such purpose in the Plan or otherwise by
CH-Twenty), 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. CH-Twenty 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.
5
<PAGE> 6
9. Trustee shall be paid such reasonable compensation for its service as
Trustee as shall from time to time be agreed upon by CH-Twenty and Trustee.
Unless paid by CH-Twenty, 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
CH-Twenty'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;
(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 CH-Twenty, its subsidiaries and affiliates
and each of the directors, officers or employees of CH-Twenty and of any such
affiliate or subsidiary harmless (including the cost of outside counsel) against
any liability or excise tax asserted against CH-Twenty 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 CH-Twenty 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
CH-Twenty 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.
(D) Where an investment manager or fiduciary has been named
pursuant to Paragraph 4 or 5 or where CH-Twenty is required to give directions
to Trustee, CH-Twenty 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 CH-Twenty. 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 CH-Twenty, Trustee shall deposit any
assets held by it with a custodian named by CH-Twenty, and CH-Twenty shall hold
6
<PAGE> 7
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
CH-Twenty. At such intervals as CH-Twenty may from time to time designate, and
as of the date of the removal or resignation of Trustee, Trustee shall file with
CH-Twenty 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 CH-Twenty 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 CH-Twenty 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 CH-Twenty arising under
Paragraph ll(B). Except as provided in Paragraph ll(B), the liability of Trustee
to persons other than CH-Twenty 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 CH-Twenty 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,
CH-Twenty 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 CH-Twenty 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.
14. If the Plan is wholly or partially terminated, Trustee shall
disburse the portion of the Fund affected by the termination as directed by
CH-Twenty. 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. CH-Twenty may amend this Agreement by an instrument in writing
signed by an authorized officer of CH-Twenty or by any other named fiduciary
authorized by a resolution of CH-Twenty'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
7
<PAGE> 8
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. CH-Twenty 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 CH-Twenty 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 the direction of CH-Twenty 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 CH-Twenty 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
CH-Twenty 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.
20. Any successor to all or part of the business of CH-Twenty may become
a party to this Agreement and, with respect to assets of the Fund which
CH-Twenty 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
8
<PAGE> 9
Agreement, except that such successor shall be substituted for CH-Twenty 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 CH-Twenty shall be given in writing addressed to the trust
officer with whom CH-Twenty customarily deals and signed by the officer
delegated such power, or any other person or persons whom CH-Twenty notifies
Trustee are from time to time authorized to sign such communications. CH-Twenty
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 CH-Twenty is returned unclaimed, Trustee shall so notify
CH-Twenty and shall discontinue further payments to such payee until it received
further instructions of CH-Twenty.
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 the law is not inconsistent with ERISA.
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: CH-TWENTY, INC.
By:
- ------------------- ----------------------------------
BEVERLY L. HAMILTON
As named fiduciary appointed by the
Board of Directors of CH-Twenty,
Inc., with power and authority to
negotiate, execute and deliver this
Trust Agreement on behalf of
CH-Twenty, Inc.
ATTEST: STATE STREET BANK AND TRUST COMPANY
As Trustee for CH-Twenty, Inc.,
Savings Plan
By:
- ------------------- ----------------------------------
9
<PAGE> 1
EXHIBIT 5.1
ARCO [LOGO] Legal
515 South Flower Street
Mailing Address: Box 2679 -- T.A.
Los Angeles, California 90051
Telephone (213) 486-2808
Diane A. Ward
Senior Counsel -- Securities and Finance
August 6, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Registration Statement on Form S-8 (No. 333-________)
Canyon Fuel Company, LLC Capital Accumulation Plan
CH-Twenty, Inc. Capital Accumulation Plan
CH-Twenty, Inc. Savings Plan
Ladies and Gentlemen:
As Senior Counsel of Atlantic Richfield Company (the "Company"), I have reviewed
the Canyon Fuel Company, LLP Accumulation Plan, the CH-Twenty, Inc. Capital
Accumulation Plan, and the CH-Twenty, Inc. Savings Plan as effective July 1,
1997 (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 (Registration No. 333- ), relating to the Canyon Fuel Company,
LLC Capital Accumulation Plan, the CH-Twenty, Inc. Capital Accumulation Plan and
the CH-Twenty, Inc. Savings Plan, 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
August 6, 1997
<PAGE> 1
EXHIBIT 24
POWERS 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 executive 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 May 5, 1997.
Signature Title
--------- -----
___________________________ Chairman of the Board,
Mike R. Bowlin Chief Executive Officer
Principal Executive Officer and President
<PAGE> 2
Signature Title
--------- -----
/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
/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
Director
- ---------------------------------
Richard H. Deihl
/s/ JOHN GAVIN Director
- ---------------------------------
John Gavin
/s/ HANNA H. GRAY Director
- ---------------------------------
Hanna H. Gray
2
<PAGE> 3
Signature Title
--------- -----
/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/ ALLAN L. COMSTOCK Vice President and
- ------------------------------- Controller
Allan L. Comstock
Principal Accounting Officer
3
<PAGE> 4
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Anthony G. Fernandes, Marie L. Knowles, William E. Wade, Jr., Michael E. Wiley,
Bruce G. Whitmore, Terry C. 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 August 4, 1997.
Signature Title
--------- -----
/s/ MIKE R. BOWLIN Chairman of the Board
--------------------------- Chief Executive Officer
Mike R. Bowlin and President
Principal executive officer
<PAGE> 5
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Anthony G. Fernandez, Marie L. Knowles, William E. Wade, Jr., Michael E. Wiley,
Bruce G. Whitmore, Terry C. 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 be 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 August 4, 1997.
Signature Title
--------- -----
/s/ MICHAEL E. WILEY Executive Vice President
---------------------- and Director
Michael E. Wiley
