<PAGE>
<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON March 14, 1995
REGISTRATION NO. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Amoco Corporation
(Exact name of registrant as specified in its charter)
Indiana 36-1812780
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 East Randolph Drive, Chicago, Illinois 60601
(Address of Principal Executive Offices) (Zip Code)
AMOCO EMPLOYEE SAVINGS PLAN
(Full title of the Plan)
P. A. Brandin, Corporate Secretary
Amoco Corporation
200 East Randolph Drive
Chicago, Illinois 60601
(Name and address of agent for service)
(312)-856-6111
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities to offering aggregate Amount of
be Amount to be price per offering registrati
registered(1) registered(2) share(3) price(3) on fee(3)
Common Stock, 20,000,000 $60.50 $1,210,000,000 $417,241
without par shares
value . . . .
(1) In addition, pursuant to Rule 416(c) under the Securities Act of
1933, as amended, this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to
the Amoco Employee Savings Plan (the "Plan").
(2) Pursuant to Rule 416(a) under the Securities Act of 1933, as
amended, this Registration Statement also registers such<PAGE>
<PAGE>
indeterminate number of additional shares as may be issuable under
the Plan in connection with share splits, share dividends or
similar transactions.
(3) Estimated pursuant to Rule 457(h) under the Securities Act of 1933,
as amended, solely for the purpose of calculating the registration
fee based on the average of the high and low prices for Amoco
Corporation common stock as reported on the New York Stock
Exchange, Inc. Composite Transactions Reporting System on March 9,
1995.
2.<PAGE>
<PAGE>
Registration Statement on Form S-8
under the
Securities Act of 1993
of
Amoco Corporation
The contents of Registration Statement Numbers 33-42950, 33-66170
and 33-52579 under the Securities Act of 1933 of Amoco Corporation are
incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8 Exhibits.
The undersigned Registrant hereby files the exhibits identified on
the Exhibit Index included as part of this Registration Statement.
The undersigned Registrant hereby undertakes to submit the Plan
and, from time to time, any amendments thereto to the Internal Revenue
Service ("IRS") in a timely manner and to make all changes required by
the IRS in order to continue to qualify the Amoco Employee Savings Plan.
3.<PAGE>
<PAGE>
SIGNATURES
THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois, on March 13, 1995.
AMOCO CORPORATION
(Registrant)
By: John L. Carl
John L. Carl, Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities indicated on March 13, 1995.
Signature Title
H. LAURANCE FULLER* Chairman of the Board, President and
H. Laurance Fuller Director (Principal Executive Officer)
JOHN L. CARL* Executive Vice President and Chief
John L. Carl Financial Officer (Principal Financial
Officer)
J. R. REID* Vice President and Controller (Principal
J. R. Reid Accounting Officer)
L. D. THOMAS* Vice Chairman and Director
L. D. Thomas
PATRICK J. EARLY* Vice Chairman and Director
Patrick J. Early
DONALD R. BEALL* Director
Donald R. Beall
4.<PAGE>
<PAGE>
Signature Title
RUTH BLOCK* Director
Ruth Block
JOHN H. BRYAN* Director
John H. Bryan
ERROLL B. DAVIS, JR.* Director
Erroll B. Davis, Jr.
RICHARD FERRIS* Director
Richard J. Ferris
F. A. MALJERS* Director
F. A. Maljers
ROBERT H. MALOTT* Director
Robert H. Malott
W. E. MASSEY* Director
W. E. Massey
MARTHA R. SEGER* Director
Martha R. Seger
MICHAEL WILSON* Director
Michael Wilson
RICHARD D. WOOD* Director
Richard D. Wood
*By
John L. Carl Individually and as Attorney-in-Fact
John L. Carl
5.<PAGE>
<PAGE>
THE PLAN
Pursuant to the requirements of the Securities Act of 1933, the
Plan has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Boston, and the Commonwealth of Massachusetts, on March 13, 1995.
AMOCO EMPLOYEE SAVINGS PLAN
By: State Street Bank and Trust Company,
Trustee and Plan Administrator
By: James E. Murphy
Title: Vice President
6.<PAGE>
<PAGE>
INDEX TO EXHIBITS
Exhibit Sequentially
Number Exhibit Numbered Page
5 Opinion of J. E. Klewin, including consent
10(g) Amoco Employee Savings Plan as Amended
and Restated November, 1994
23 Consent of Price Waterhouse
24 Powers of Attorney
7.<PAGE>
<PAGE>
<PAGE>
<PAGE>
Exhibit 5
March 13, 1995
Amoco Corporation
200 East Randolph Drive
Chicago, Illinois 60601
Gentlemen:
Reference is made to the proposed offering of additional interests
("Interests") in the Amoco Employee Savings Plan, formerly known as the
Employee Savings Plan of Amoco Corporation and Participating Companies,
as amended and restated effective February 1, 1993 (the "Plan"), and to
the proposed offering through the Plan of additional shares of Amoco
Corporation, an Indiana corporation ("Amoco") common stock without par
value (the "Shares") to Amoco employees, employees of certain
participating companies that have adopted the Plan, and certain other
participants in the Plan. The Trustee (the "Trustee") for the Plan and
related trust is State Street Bank and Trust Company, a trust company
organized under the laws of the Commonwealth of Massachusetts.
I am familiar with the Form S-8 Registration Statement (the
"Registration Statement") that Amoco is filing with the Securities and
Exchange Commission to register Interests in the Plan and the Shares
under the Securities Act of 1933, as amended (the "Act"). Amoco has
previously filed Registration Statement Numbers 33-42950, 33-66170 and
33-52579 with respect to the interests in the Plan and shares of Amoco
common stock.
I have examined:
(a) a certified copy of the Articles of Incorporation of Amoco and all
amendments thereto;
(b) the By-laws of Amoco;
(c) the Minutes of the Meetings of the Stockholders and the Board of
Directors of Amoco and committees thereof that are relevant to
matters contained in this opinion; and I have made such other
investigation and examined such other documents as I have deemed
necessary for the purpose of giving the opinion herein stated.
I am of the opinion that:
1. Amoco is a corporation duly organized and validly existing under
the laws of the State of Indiana.<PAGE>
<PAGE>
Amoco Corporation
Page 2
March 13, 1995
2. The Plan and the Interests therein have been duly authorized and
approved and, when issued pursuant to the terms and conditions of
the Plan, such Interestswill be legally issued, fully paid and non-
assessable.
3. It is presently contemplated that the Shares to be acquired by the
Plan will not be purchased from Amoco, but will be purchased in
the open market or in other transactions not involving Amoco. To
the extent that the Shares acquired by the Plan shall constitute
Shares issued by and purchased directly from Amoco, such Shares,
when issued pursuant to the terms and conditions of the Plan, and
as contemplated in the Registration Statement, will be legally
issued, fully paid and non-assessable.
The foregoing opinion is limited to the Federal laws of the United
States and the Indiana Business Corporation Law, and I am not expressing
any opinion as to the effect of the laws of any other jurisdiction. I
hereby consent to the use of the foregoing opinion as an exhibit to the
Registration Statement and to the use of my name in the Registration
Statement. In giving such consent I do not hereby admit I am in the
category of persons whose consent is required under Section 7 of the
Act.
Very truly yours,
Jane E. Klewin
Attorney<PAGE>
<PAGE>
Exhibit 10(g)
AMOCO EMPLOYEE SAVINGS PLAN
As Amended and Restated
November, 1994 <PAGE>
<PAGE>
AMOCO EMPLOYEE SAVINGS PLAN
TABLE OF CONTENTS
Page
I INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . 1
1.1 1994 Amendment and Restatement of Plan . . . . . 1
1.2 Compliance with Code and ERISA . . . . . . . . . 1
1.3 Exclusive Benefit of Participants . . . . . . . . 1
1.4 Limitation on Rights Created by Plan . . . . . . 2
1.5 Application of Plan's Terms . . . . . . . . . . . 2
1.6 Benefits Not Guaranteed . . . . . . . . . . . . . 2
II DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . 3
2.1 "Administrative and Recordkeeping Services
Agreement" . . . . . . . . . . . . . . . . . . . 3
2.2 "Affiliated Company" . . . . . . . . . . . . . . 3
2.3 "After-Tax Savings Contributions" . . . . . . . . 3
2.4 "Amoco" . . . . . . . . . . . . . . . . . . . . . 4
2.5 "Applicable Compensation" . . . . . . . . . . . . 4
2.6 "Beneficiary" . . . . . . . . . . . . . . . . . . 5
2.7 "Casual Employee" . . . . . . . . . . . . . . . . 6
2.8 "Code" . . . . . . . . . . . . . . . . . . . . . 6
2.9 "Company Credited Service" . . . . . . . . . . . 6
2.10 "Employee" . . . . . . . . . . . . . . . . . . . 6
2.11 "Employer" . . . . . . . . . . . . . . . . . . . 7
2.12 "Entry Date" . . . . . . . . . . . . . . . . . . 8
2.13 "ERISA" . . . . . . . . . . . . . . . . . . . . . 8
2.14 "Highly-Compensated Employee," . . . . . . . . . 8
2.15 "Hour of Service" . . . . . . . . . . . . . . . . 11
2.16 "Part-Time Employee" . . . . . . . . . . . . . . 13
2.17 "Participant" . . . . . . . . . . . . . . . . . . 13
2.18 "Plan" . . . . . . . . . . . . . . . . . . . . . 13
2.19 "Plan Year" . . . . . . . . . . . . . . . . . . . 13
2.20 "Regular Employee" . . . . . . . . . . . . . . . 13
2.21 "Savings Contributions" . . . . . . . . . . . . . 14
2.22 "Spouse" . . . . . . . . . . . . . . . . . . . . 14
2.23 "Tax-Deferred Savings Contributions" . . . . . . 14
2.24 "Temporary Employee" . . . . . . . . . . . . . . 14
2.25 "Trust Agreement" . . . . . . . . . . . . . . . . 14
2.26 "Trust Fund" . . . . . . . . . . . . . . . . . . 14
2.27 "Trustee" . . . . . . . . . . . . . . . . . . . . 15
III PARTICIPATION . . . . . . . . . . . . . . . . . . . . . 16
3.1 Eligible Class . . . . . . . . . . . . . . . . . 16
3.2 Participation . . . . . . . . . . . . . . . . . . 17
3.3 End of Participation . . . . . . . . . . . . . . 17
3.4 Reentry of Former Participant . . . . . . . . . . 18
i<PAGE>
<PAGE>
TABLE OF CONTENTS
(continued)
Page
IV SAVINGS CONTRIBUTIONS BY PARTICIPANTS . . . . . . . . . 19
4.1 Savings Contributions . . . . . . . . . . . . . . 19
4.2 Sign-Up Procedure for Savings Contributions . . . 19
4.3 Collection of Savings Contributions . . . . . . . 20
4.4 Change in Savings Contributions . . . . . . . . . 20
4.5 401(k) Tax-Deferred Savings Contributions Limits 21
4.6 401(k) Deferral Percentage . . . . . . . . . . . 21
4.7 Higher and Lower Paid Groups . . . . . . . . . . 22
4.8 Monitoring Participants' 401(k) Deferral
Percentages; Adjustments . . . . . . . . . . . . 22
4.9 Treatment of Participant Who Reaches $7,000
Limit . . . . . . . . . . . . . . . . . . . . . . 25
4.10 Participant Withdrawal of Amounts Over $7,000
Limit . . . . . . . . . . . . . . . . . . . . . . 25
4.11 Direct Rollover Contributions . . . . . . . . . . 25
V COMPANY MATCHING CONTRIBUTIONS . . . . . . . . . . . . . 28
5.1 Company Matching Contributions . . . . . . . . . 28
5.2 Time of Contribution . . . . . . . . . . . . . . 28
5.3 401(m) Limits . . . . . . . . . . . . . . . . . . 29
5.4 401(m) Contribution Percentage . . . . . . . . . 29
5.5 401(k)/(401(m) Combined Limit . . . . . . . . . . 31
5.6 Return of Contribution Made in Error or Not
Deductible . . . . . . . . . . . . . . . . . . . 31
VI ACCOUNTS AND CREDITS . . . . . . . . . . . . . . . . . . 33
6.1 Establishment of Accounts . . . . . . . . . . . . 33
6.2 Crediting Participants' Savings Contributions . . 33
6.3 Crediting Matching Contributions . . . . . . . . 33
6.4 Crediting Rollovers . . . . . . . . . . . . . . . 34
6.5 Charge to Accounts . . . . . . . . . . . . . . . 34
6.6 Annual Limits . . . . . . . . . . . . . . . . . . 34
VII INVESTMENT FUNDS AND CREDITING INVESTMENT EXPERIENCE . . 37
7.1 Investment Funds . . . . . . . . . . . . . . . . 37
7.2 Investment Directions and Transfers Among Funds . 37
7.3 Valuation of Assets . . . . . . . . . . . . . . . 39
7.4 Crediting Investment Experience . . . . . . . . . 39
ii<PAGE>
<PAGE>
TABLE OF CONTENTS
(continued)
Page
VIII LOANS TO PARTICIPANTS . . . . . . . . . . . . . . . . . 41
8.1 Plan Administrator Shall Administer the Loan
Program . . . . . . . . . . . . . . . . . . . . . 41
8.2 Availability of Loans . . . . . . . . . . . . . . 41
8.3 Conditions of Loan . . . . . . . . . . . . . . . 41
8.4 Accounting for Loans . . . . . . . . . . . . . . 44
IX IN-SERVICE WITHDRAWALS . . . . . . . . . . . . . . . . . 46
9.1 Withdrawals From After-Tax Savings Account . . . 46
9.2 Withdrawals From Rollover Account . . . . . . . . 46
9.3 Withdrawals From Company Contribution Account . . 46
9.4 Withdrawals From Tax-Deferred Savings Account . . 47
9.5 Order of Asset Liquidation for All Withdrawals . 48
X DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . 50
10.1 Distribution Upon Retirement . . . . . . . . . . 50
10.2 Termination of Employment Prior to Retirement or
Death . . . . . . . . . . . . . . . . . . . . . . 52
10.3 Reemployment . . . . . . . . . . . . . . . . . . 57
10.4 $3,500 Cash-Out . . . . . . . . . . . . . . . . . 59
10.5 Required Distribution Date . . . . . . . . . . . 59
10.6 Distribution Upon Death of a Participant . . . . 59
10.7 Rehire Before Distribution . . . . . . . . . . . 61
10.8 Waiver of 30 Day Notice . . . . . . . . . . . . . 61
XI DIRECT ROLLOVERS . . . . . . . . . . . . . . . . . . . . 62
11.1 Direct Rollover . . . . . . . . . . . . . . . . . 62
11.2 Definitions . . . . . . . . . . . . . . . . . . . 62
XII AMENDMENT, MERGER AND TERMINATION OF PLAN . . . . . . . 64
12.1 Amendment of Plan . . . . . . . . . . . . . . . . 64
12.2 Merger of Plans . . . . . . . . . . . . . . . . . 64
12.3 Termination . . . . . . . . . . . . . . . . . . . 64
12.4 Effect of Termination . . . . . . . . . . . . . . 65
iii<PAGE>
<PAGE>
TABLE OF CONTENTS
(continued)
Page
XIII NAMED FIDUCIARIES . . . . . . . . . . . . . . . . . . . 66
13.1 Identity of Named Fiduciaries . . . . . . . . . . 66
13.2 Responsibilities and Authority of Plan
Administrator . . . . . . . . . . . . . . . . . . 66
13.3 Responsibilities and Authority of Trustee . . . . 67
13.4 Responsibilities of Amoco . . . . . . . . . . . . 67
13.5 Responsibilities Not Shared . . . . . . . . . . . 67
13.6 Dual Fiduciary Capacity Permitted . . . . . . . . 68
13.7 Actions by Amoco . . . . . . . . . . . . . . . . 68
13.8 Advice . . . . . . . . . . . . . . . . . . . . . 68
XIV PLAN ADMINISTRATOR . . . . . . . . . . . . . . . . . . . 69
14.1 Appointment . . . . . . . . . . . . . . . . . . . 69
14.2 Notice to Trustee . . . . . . . . . . . . . . . . 69
14.3 Administration of Plan . . . . . . . . . . . . . 69
14.4 Reporting and Disclosure . . . . . . . . . . . . 69
14.5 Records . . . . . . . . . . . . . . . . . . . . . 70
14.6 Claims Review Procedure . . . . . . . . . . . . . 70
14.7 Administrative Discretion; Final Authority . . . 71
XV PARTICIPATING EMPLOYERS . . . . . . . . . . . . . . . . 72
15.1 Adoption by Other Employers . . . . . . . . . . . 72
15.2 Designation of Agent . . . . . . . . . . . . . . 72
15.3 Employee Transfers . . . . . . . . . . . . . . . 72
15.4 Discontinuance of Participation . . . . . . . . . 72
15.5 Participating Employer Contribution for
Affiliate . . . . . . . . . . . . . . . . . . . . 73
XVI MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . 74
16.1 Qualified Domestic Relations Orders . . . . . . . 74
16.2 Nonalienation of Benefits . . . . . . . . . . . . 74
16.3 Payment of Minors and Incompetents . . . . . . . 75
16.4 Current Address of Payee . . . . . . . . . . . . 75
16.5 Disputes over Entitlement to Benefits . . . . . . 76
16.6 Payment of Benefits . . . . . . . . . . . . . . . 76
16.7 Top-Heavy Plan Provisions . . . . . . . . . . . . 76
16.8 Rules of Construction . . . . . . . . . . . . . . 80
16.9 Text Controls . . . . . . . . . . . . . . . . . . 81
16.10 Applicable State Law . . . . . . . . . . . . . . 81
16.11 Plan Administration Expenses . . . . . . . . . . 81
16.12 Voting and Tendering of Amoco Stock . . . . . . . 81
16.13 Transfer of Abandoned ESOP Assets to Plan . . . . 83
16.14 Severability . . . . . . . . . . . . . . . . . . 84
iv<PAGE>
<PAGE>
11/29/94
ARTICLE I
INTRODUCTION
1.1 1994 Amendment and Restatement of Plan. Amoco
Corporation established the Employee Savings Plan of Amoco
Corporation and Participating Companies effective July 1, 1955
and the Plan was amended from time to time thereafter and renamed
the Amoco Employee Savings Plan ("Plan"). The Plan is amended in
its entirety and restated effective January 1, 1989 except as
where otherwise provided in the Plan.
1.2 Compliance with Code and ERISA. This Plan is intended
to qualify as a profit-sharing plan under Code Section 401(a) and
a cash or deferred arrangement under Code Section 401(k). It is
also intended to comply with the applicable provisions of ERISA.
The Plan will be interpreted in a manner that comports with these
intentions.
1.3 Exclusive Benefit of Participants. The Plan is for the
exclusive benefit of Participants and their Beneficiaries.
Employer and Participant contributions are made to the Trust Fund
for the purpose of accumulating a fund for distribution to
Participants and their Beneficiaries in accordance with the Plan.
Except as provided in Section 5.6, no part of the Trust Fund or
any distribution therefrom will be used for or diverted to
purposes other than for the exclusive benefit of Participants and
their Beneficiaries and defraying the reasonable expenses of
administering the Plan and Trust Fund not paid by the Employer.
1<PAGE>
<PAGE>
11/29/94
1.4 Limitation on Rights Created by Plan. Nothing
appearing in the Plan will be construed (a) to give any person
any benefit, right or interest except as expressly provided
herein, or (b) to create a contract of employment or to give any
Employee the right to continue as an Employee or to affect or
modify his terms of employment in any way.
1.5 Application of Plan's Terms. The benefits and rights
of a Participant and his Beneficiaries under the Plan will be
determined in accordance with the terms of the Plan that are in
effect on the date that contributions on a Participant's behalf
are made or credited to his Accounts or on the date of the
Participant's retirement, death or other termination of
employment, whichever may be applicable.
1.6 Benefits Not Guaranteed. The Employer, the Trustee and
the Plan Administrator do not guarantee the payment of benefits
hereunder. Benefits will be paid from the assets of the Trust
Fund and are limited to the amount of assets therein.
2<PAGE>
<PAGE>
11/29/94
ARTICLE II
DEFINITIONS
This article contains a number of definitions of terms used
in the Plan. Other terms are defined, explained or clarified in
other articles. This is done for convenience of plan
administration. There is no other significance to the location
of a definition.
2.1 "Administrative and Recordkeeping Services Agreement"
means the instrument executed by Amoco and the Plan
Administrator, as amended from time to time, fixing the rights
and responsibilities of each party with respect to the
administration of the Plan.
2.2 "Affiliated Company" means (i) any corporation (foreign
or domestic) controlled by, controlling or under common control
with Amoco, by ownership, direct or indirect, of more than 80% of
the voting stock thereof, and any of their respective successors
in business; (ii) a trade or business which is under common
control (as defined in Code Section 414(c)) with Amoco; (iii) a
corporation, partnership or other entity which, together with
Amoco, is a member of an affiliated service group (as defined in
Code Section 414(m)); or (iv) an organization which is required
to be aggregated with Amoco pursuant to regulations promulgated
under Code Section 414(o).
3<PAGE>
<PAGE>
11/29/94
2.3 "After-Tax Savings Contributions" means contributions
by a Participant made pursuant to his written direction filed
with his Employer which does not reduce his compensation subject
to federal income taxation.
2.4 "Amoco" means Amoco Corporation, an Indiana
Corporation, or its successor.
2.5 "Applicable Compensation" of an Employee for any Plan
Year or other period of reference means his total salary, wages
and commissions, including forms of base pay delivered in
alternative manners such as piecework and payment by mileage for
drivers; overtime; shift differentials; bonuses in the year
received, including bonuses in the form of premium pay for
services rendered outside of normal working hours or conditions;
and variable incentive payments provided payment is received by
an Employee for personal services performed for an Employer
during such Plan Year. An Employee's Applicable Compensation
shall also include his Tax-Deferred Savings Contributions made to
this Plan and contributions made by his Employer to a Code
Section 125 cafeteria plan on behalf of the Employee in
accordance with a salary reduction agreement with the Employee.
For any Plan Year beginning on or after January 1, 1989, the
amount of Applicable Compensation taken into account under the
Plan for any Participant will not exceed $200,000 ($150,000 for
Plan Years beginning after December 31, 1993) or such greater
amount as may be determined by the Commissioner of Internal
4<PAGE>
<PAGE>
11/29/94
Revenue for that year. In determining the compensation of a
Participant for purposes of this limitation, the rules of section
414(q)(6) of the Code shall apply, except in applying such rules,
the term "family" shall include only the spouse of the
Participant and any lineal descendants of the Participant who
have not attained age 19 before the close of the year. If as a
result of the application of such rules the adjusted annual
compensation limitation is exceeded, then the limitation shall be
prorated among the affected individuals in proportion to each
such individual's compensation as determined under this section
prior to the application of this limitation.
If compensation for any prior determination period is taken into
account in determining a Participant's allocations for the
current Plan Year, the compensation for such prior determination
period is subject to the applicable annual compensation limit in
effect for that prior period. For this purpose, in determining
allocations in Plan Years beginning on or after January 1, 1989,
the annual compensation limit in effect for determination periods
beginning before that date is $200,000 (as adjusted in accordance
with Code Section 401(a)(17)). In addition, in determining
allocations in plan years beginning on or after January 1, 1994,
the annual compensation limit in effect for determination periods
beginning before that date is $150,000 (as adjusted in accordance
with Code Section 401(a)(17)).
5<PAGE>
<PAGE>
11/29/94
2.6 "Beneficiary" means a person or persons (natural or
otherwise) designated by a Participant in accordance with Section
10.6(b) to receive any death benefit payable under this Plan, or
if there is no such designation, the person (natural or otherwise
entitled) to receive any death benefit in accordance with Section
10.6(c).
2.7 "Casual Employee" means a person who is employed for
work which is irregular or occasional in nature, and who works
the schedule of hours (either daily or weekly) in effect at the
place of employment for employees regularly assigned to the same
or similar work.
2.8 "Code" means the Internal Revenue Code of 1986, as
amended from time to time, or any successor statute enacted in
its place.
2.9 "Company Credited Service", effective February 1, 1993,
means an Employee's years of employment with his Employer and any
Affiliated Company determined under the rules contained in
Section 10.2(b) to determine such Employee's years of Vested
Service.
2.10 "Employee" means an individual employed by an Employer
or any other employer required to be aggregated with such
Employer under Sections 414(b), (c), or (o) of the Code as a
common law employee. The term shall not include independent
contractors and/or individuals to whom an Employer has issued a
form 1099 with regard to the period of time services are
6<PAGE>
<PAGE>
11/29/94
performed as an independent contractor and/or a form 1099 is
issued by an Employer. In addition, the term Employee also
includes any leased employee deemed to be an employee of any
employer as provided in sections 414(n) or (o) of the Code. The
term "leased employee" means any person (other than an Employee
of the Employer) who pursuant to an agreement between the
employee and any other person ("leasing organization") has
performed services for the Employer (or for the Employer and
related persons determined in accordance with section 414(n)(6)
of the Code) on a substantially full-time basis for a period of
at least one year, and such services are of a type historically
performed by employees in the business field of the Employer.
Contributions or benefits provided a leased employee by the
leasing organization which are attributable to services performed
for the Employer shall be treated as provided by the Employer. A
leased employee shall not be considered an employee of the
Employer if: (i) such employee is covered by a money purchase
pension plan providing: (1) a nonintegrated employer
contribution rate of at least 10 percent of compensation, as
defined in section 415(c)(3) of the Code, but including amounts
contributed pursuant to a salary reduction agreement which are
excludable from the employee's gross income under section 125,
section 402(a)(8), section 402(h) or section 403(b) of the Code;
(2) immediate participation, and (3) full and immediate vesting;
7<PAGE>
<PAGE>
11/29/94
and (ii) leased employees do not constitute more than 20 percent
of the Employer's nonhighly compensated workforce.
2.11 "Employer" means Amoco or any successor organization,
and any other entity of Amoco that adopts the Plan for its
Employees with the consent of Amoco in accordance with Section
15. The term "Employer" may refer to each Employer individually
or to all the Employers collectively, as the context may require.
2.12 "Entry Date" means the date an Employee is eligible to
participate in the Plan pursuant to Section 3.2 and Section 3.4.
2.13 "ERISA" means the Employee Retirement Income Security
Act of 1974, as amended from time to time, or any successor
statute enacted in its place.
2.14 "Highly-Compensated Employee," includes highly-
compensated active Employees and highly-compensated former
Employees.
A highly-compensated active Employee includes any Employee
who performs services for the Employer during the determination
year and who, during the look-back year:
(i) received compensation from the Employer in excess
of $75,000 (as adjusted pursuant to section 415(d) of the Code);
(ii) received compensation from the Employer in excess
of $50,000 (as adjusted pursuant to section 415(d) of the Code)
and was a member of the top-paid group for such year; or
(iii) was an officer of an Employer and received
compensation during such year that is greater than 50 percent of
8<PAGE>
<PAGE>
11/29/94
the dollar limitation in effect under section 415(b)(1)(A) of the
Code; provided, that for purposes of this subparagraph (iii) no
more than 50 Employees of the Employers (or if lesser, the
greater of 3 employees or 10 percent of the Employees) shall be
treated as officers.
The term highly-compensated Employee also includes:
(i) Employees who are both described in the preceding
sentence if the term "determination year" is substituted for the
term "look-back year," and the Employee is one of the 100
Employees who received the most compensation from the Employer
during the determination year; and
(ii) Employees who are 5 percent owners at any time during
the look-back year or determination year.
If no officer has satisfied the compensation requirement of
(iii), above, during either a determination year of a look-back
year, the highest paid officer for such year shall be treated as
a highly-compensated Employee.
For this purpose, the determination year shall be the Plan
Year. The look-back year shall be the 12-month period
immediately preceding the determination year.
A highly-compensated former Employee includes any Employee
who separated from service (or was deemed to have separated)
prior to the determination year, returns to service for the
Employer during the determination year, and was a highly-
compensated active Employee for either the separation year or any
9<PAGE>
<PAGE>
11/29/94
determination year ending on or after the Employee's 55th
birthday.
If an Employee is, during a determination year or look-back
year, a family member of either a 5 percent owner who is active
or former Employee or a highly-compensated Employee who is one of
the 10 most highly-compensated Employees ranked on the basis of
compensation paid by the Employer during such year, then the
family member and the 5 percent owner or top-10 highly-
compensated Employee shall be aggregated. In such case, the
family member and 5 percent owner or top-10 highly-compensated
Employee shall be treated as a single Employee receiving
compensation and plan contributions or benefits equal to the sum
of such compensation and contributions or benefits of the family
member and 5 percent owner or top-10 highly-compensated Employee.
For purposes of this section, family member includes the spouse,
lineal ascendants and descendants of the Employee or former
Employee and the spouses of such lineal ascendants and
descendants.
For purposes of this Section 2.14 and the determination of a
Highly-Compensated Employee, the term "Compensation" shall mean
compensation as defined in Code Section 414 (q)(7) and the
regulations thereunder.
The determination of who is a highly-compensated Employee,
including the determination of the number and identity of
Employees in the top-paid group, the top 100 Employees, the
10<PAGE>
<PAGE>
11/29/94
number of Employees treated as officers and the compensation that
is considered, will be made in accordance with section 414(q) of
the Code and the Regulations thereunder.
Effective for the Plan Year beginning December 1, 1989,
pursuant to Internal Revenue Code of 1986 Regulation Section
1.414(q)-IT, Q&A 14(b), the look-back year calculation for a
determination year shall be made on the basis of the calendar
year ending within the applicable determination year.
2.15 "Hour of Service" for purposes of determining an
Employee's eligibility to participate under Section 3.2 and Year
of Vesting Service under Section 10.2(b), means:
(1) Each hour for which an Employee is paid, or entitled to
payment for the performance of duties for the Employer. These
hours will be credited to the Employee for the computation period
in which the duties are performed; and
(2) Each hour for which an Employee is paid, or entitled to
payment, by the Employer 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. No more than 501 hours of
service will be credited under this paragraph for any single
continuous period (whether or not such period occurs in a single
computation period). Hours under this paragraph will be
calculated and credited pursuant to section 2530.200b-2 of the
11<PAGE>
<PAGE>
11/29/94
Department of Labor Regulations which is incorporated herein by
this reference; and
(3) Each hour for which back pay, irrespective of mitigation
of damages, is either awarded or agreed to by the Employer. The
same hours of service will not be credited both under paragraph
(1) or paragraph (2), as the case may be, and under this
paragraph (3). These hours will be credited to the Employee for
the computation period or periods to which the award or agreement
pertains rather than the computation period in which the award,
agreement or payment is made.
Hours of service will be credited for employment with other
members of an affiliated service group (under Code Section
414(m)), a controlled group of corporations (under Section
414(b)), or a group of trades or businesses under common control
(under Code Section 414(c)) of which the adopting Employer is a
member, and any other entity required to be aggregated with the
Employer pursuant to Code Section 414(o).
Hours of service will also be credited for any individual
considered an Employee for purposes of this Plan under Code
Section 414(n) or Code Section 414(o).
Solely for purposes of determining whether a break in
service for participation has occurred in a computation period,
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
12<PAGE>
<PAGE>
11/29/94
absence, or in any case in which such hours cannot be determined,
8 hours of service per day of such absence; For purposes of this
paragraph, an absence from work for maternity or paternity
reasons means an absence (1) by reason of pregnancy of the
individual, (2) by reason of a birth of a child of the
individual, (3) by reason of the placement of a child with the
individual in connection with the adoption of such child by such
individual, or (4) for purposes of caring for such child for a
period beginning immediately following such birth or placement.
The hours of service credited under this paragraph shall be
credited (1) in the computation period in which the absence
begins if the crediting is necessary to prevent a break in
service in that period, or (2) in all other cases, in the
following computation period.
2.16 "Part-Time Employee" means a person who is assigned to
a position which is established to fill regular and ordinary
employment requirements, which is expected to continue for an
indefinite period of time, and in which the employee is able to
work a schedule of up to 35 hours per week.
2.17 "Participant" means an Employee or former Employee
whose participation in the Plan has begun and has not yet ended.
2.18 "Plan" means the Amoco Employee Savings Plan, as set
forth in this Plan document, and as it may be amended from time
to time.
13<PAGE>
<PAGE>
11/29/94
2.19 "Plan Year" effective January 1, 1991, means the 12
consecutive month period beginning on each January 1 during the
continuance of the Plan. "Plan Year" shall also mean the time
period January 1, 1989 through November 30, 1989; December 1,
1989 through November 30, 1990 and December 1, 1990 through
December 31, 1990.
2.20 "Regular Employee" means a person who is assigned to a
position which requires full-time service as determined by his
Employer, which is established to fill regular and ordinary
employment requirements, and which is expected to continue for an
indefinite period of time.
2.21 "Savings Contributions" means Participant's Tax-
Deferred Savings Contributions and/or After-Tax Savings
Contributions.
2.22 "Spouse" means the person to whom a Participant is
lawfully married (under the law of the state in which the
Participant resides).
2.23 "Tax-Deferred Savings Contributions" means
contributions by an Employer on behalf of a Participant in the
amount equal to the amount such Participant elects which reduces
his compensation subject to federal income taxation.
2.24 "Temporary Employee" means a person who is assigned to
a position which requires full-time service as determined by his
Employer, which is established due to an unusual circumstance,
and which will continue for a specific period of time or until
14<PAGE>
<PAGE>
11/29/94
the occurrence of a specified event such as the return to work of
a regular employee or the completion of a special assignment or
project.
2.25 "Trust Agreement" means the instrument executed by
Amoco and the Trustee, as amended from time to time, fixing the
rights and responsibilities of each party with respect to the
holding, investment and administration of the Trust Fund.
2.26 "Trust Fund" means the property held by the Trustee for
the purposes of the Plan.
2.27 "Trustee" means the person, individual or corporation,
serving as sole trustee, or the persons serving as co-trustees,
at any time under the terms of the Trust Agreement.
15<PAGE>
<PAGE>
11/29/94
ARTICLE III
PARTICIPATION
3.1 Eligible Class. Each Employee employed by a
participating Employer who has not been specifically excluded
pursuant to a participation agreement with a participating
Employer is in the eligible class, except the following:
(a) Employees included in a unit of Employees covered
by a collective bargaining agreement between the Employer and
Employee representatives, if retirement benefits were the subject
of good-faith bargaining and if two percent or less of the
employees who are covered pursuant to that agreement are
professionals as defined in section 1.41(b)-9 of the Internal
Revenue Service regulations unless participation by members of a
collective bargaining unit is specifically provided for by a
collective bargaining agreement with an Employer. For this
purpose, the term "Employee representatives" does not include any
organization where more than half of whose members are Employees
who are owners, officers, or executives of the Employer.
(b) Employees who are nonresident aliens (within the
meaning of Code Section 7701(b)(1)(B)) and who receive no earned
income (within the meaning of Code Section 911(d)(2)) from the
Employer which constitutes income from sources within the United
States (within the meaning of Code Section 861(a)(3)).
16<PAGE>
<PAGE>
11/29/94
(c) Leased Employees provided, however, that service by
a Leased Employee who falls within the definition of Employee
contained in Section 2.10, as such, shall be taken into account
for purposes of meeting the requirements of Section 3.2 and 10.2
of the Plan if such Leased Employee becomes an Employee of an
Employer.
3.2 Participation. Participation in the Plan is voluntary
and no Employee will be required to participate. Each Employee
who is eligible to make Savings Contributions before this
amendment and restatement will continue to be eligible to make
Savings Contributions. Each Employee in the Eligible Class will
be eligible to participate as follows: A Regular or Temporary
Employee in the Eligible Class will be eligible to participate
starting on the day his employment commences with his Employer
effective October 1, 1991. A Casual or Part-Time Employee in the
Eligible Class will be eligible to participate after he is
credited with 1,000 Hours of Service within the fiscal year
commencing with his date of hire or, if he fails to meet that
requirement, after he is credited with 1,000 Hours of Service
within any succeeding Plan Year.
3.3 End of Participation. A Participant's active
participation in the Plan will end upon the termination of his
service as an Employee in the Eligible Class for any reason. A
Participant's participation in the Plan will end when he has no
further interest under the Plan.
17<PAGE>
<PAGE>
11/29/94
3.4 Reentry of Former Participant. A former Participant
who terminates his service with his Employer and who returns to
service as an Employee in the Eligible Class will become an
active Participant on his date of rehire and will be eligible to
make Savings Contributions immediately following his date of
rehire.
18<PAGE>
<PAGE>
11/29/94
ARTICLE IV
SAVINGS CONTRIBUTIONS BY PARTICIPANTS
4.1 Savings Contributions. Each Employee who has met one
of the participation requirements in Article III may make Tax-
Deferred and/or After-Tax Savings Contributions to the Plan in
integral percentages of his Applicable Compensation from a
minimum of one percent to the following maximums. Subject to
Code limitations, his maximum Tax-Deferred Savings Contributions
in any Plan Year is fifteen percent of his Applicable
Compensation for such Plan Year. Also, subject to Code
limitations, his maximum After-Tax Savings Contributions in any
Plan Year is twenty-one percent of his Applicable Compensation
for such Plan Year.
4.2 Sign-Up Procedure for Savings Contributions. An
Employee who wishes to make Savings Contributions must specify
the amount of his Savings Contributions and provide such other
information as his Employer and the Plan Administrator may
require. An Employee will be given the opportunity to elect
Savings Contributions beginning on the first date when he is
eligible to participate in the Plan pursuant to Article III. His
Savings Contributions will begin on such date provided he gives
his Employer advance notice. If the Employee declines to make
Savings Contributions initially, he may elect to begin making
Savings Contributions as soon as administratively practicable
19<PAGE>
<PAGE>
11/29/94
thereafter, provided he gives the required notice to his Employer
by the date required by his Employer.
4.3 Collection of Savings Contributions. The Employer will
collect Participants' Savings Contributions using payroll
procedures.
4.4 Change in Savings Contributions.
(a) Increase or Reduction. A Participant making
Savings Contributions may increase or reduce the rate of his Tax-
Deferred and/or After-Tax Savings Contributions to any higher or
lower rate he elects (subject to the limitations stated in
Section 4.1) by so notifying his Employer once a calendar month
pursuant to the method established by the Employer and Plan
Administrator. The new rate will become effective as soon as
practicable upon proper notification of his Employer.
(b) Suspension. A Participant may suspend his Savings
Contributions by so electing utilizing the method specified by
his Employer. The suspension of Savings Contributions will
become effective as soon as practicable following notification of
the Employer.
(c) Resumption. A Participant who suspended his
Savings Contributions may resume such contributions on the first
day of any of his subsequent payroll cycles provided he gives
proper notice to his Employer by the date required by his
Employer.
20<PAGE>
<PAGE>
11/29/94
(d) Plan Administrator Rules. The Plan Administrator
after consulting with Amoco may establish such rules and
procedures for Savings Contributions as the Plan Administrator
deems necessary for the efficient administration of the Plan.
4.5 401(k) Tax-Deferred Savings Contributions Limits. As
of the last day of each Plan Year the average of the individual
401(k) Deferral Percentages of the Higher Paid Group (the HCE-
ADP) may not exceed the average of the individual 401(k) Deferral
Percentages of the Lower Paid Group (the NHCE-ADP) by more than
the amount specified in the following table:
If NHCE-ADP is: HCE-ADP may not exceed:
less than 2% two times NHCE-ADP
2% but less two percentage points
than 8% more than NHCE-ADP
8% or higher 1.25 times NHCE-ADP
See Section 5.5 for additional limits on Tax-Deferred Savings
Contributions.
4.6 401(k) Deferral Percentage. The 401(k) Deferral
Percentage of a Participant or Employee eligible to be a
Participant for a Plan year means his Tax-Deferred Savings
Contributions for such year computed as a percentage of his
Applicable Compensation for such year (to the nearest one-
hundredth of a percentage point). Applicable Compensation used
to calculate a Participant's 401(k) Deferral Percentage shall
21<PAGE>
<PAGE>
11/29/94
exclude compensation amounts earned prior to the date on which
the Employee becomes eligible to participate in the Plan. If an
Employee is eligible to be a Participant under Article III but
has not elected to make Tax-Deferred Savings Contributions, he
will nevertheless be taken into account as having made zero Tax-
Deferred Savings Contributions.
Amoco may elect to treat all or a part of the Company
Matching Contributions made on a Participant's behalf for a Plan
Year as if such Company Matching Contributions were Tax-Deferred
Savings Contributions when determining his 401(k) Deferral
Percentage. Company Matching Contributions which are used in
determining a Participant's 401(k) Deferral Percentage will not
be used in determining his Matching Contribution Percentage under
Section 5.4.
4.7 Higher and Lower Paid Groups.
(a) Higher Paid Group. An Employee who is eligible to
make Savings Contributions is in the Higher Paid Group for a Plan
Year if during such Plan Year (Determination Year) or the
preceding Plan Year (Look-Back Year) he is a Highly-Compensated
Employee.
(b) Lower Paid Group. If an Employee eligible to make
Savings Contributions is not in the Higher Paid Group for a Plan
Year, then he is in the Lower Paid Group.
4.8 Monitoring Participants' 401(k) Deferral Percentages;
Adjustments.
22<PAGE>
<PAGE>
11/29/94
(a) Adjustments from the Top Down. The Plan
Administrator will monitor Participants' 401(k) Deferral
Percentages to insure compliance with the requirements of Section
4.5 above. Any adjustments in Participants' elections or actual
Tax-Deferred Savings Contributions necessary to meet the
requirements of Section 4.5 will be made as follows. The Plan
Administrator will reduce the 401(k) Deferral Percentage of the
Participant (or Participants) in the Higher Paid Group with the
highest 401(k) Deferral Percentage until it reaches the 401(k)
Deferral Percentage of the Participant (or participants) in the
Higher Paid Group with the next highest 401(k) Deferral
Percentage; next the Plan Administrator will reduce the 401(k)
Deferral Percentages of both (or all) such Participants until
they reach that of the Participant with the next highest 401(k)
Deferral Percentage; and so on. The foregoing reductions will be
made only to the extent necessary to meet the requirements of
Section 4.5.
(b) Timing of Adjustments. The Plan Administrator
will adjust Tax-Deferred Savings Contributions elections by
Participants in the Higher Paid Group in accordance with the
preceding paragraph at such time or times before or during a Plan
Year as the Plan Administrator deems advisable to insure that the
requirements of the preceding sentence, and the requirements of
Section 4.5, are met as of the last day of a Plan Year. Such
adjustments may also be made after the end of a Plan Year by
23<PAGE>
<PAGE>
11/29/94
paying to a Participant the amount of his excess Tax-Deferred
Savings Contributions plus earnings (or losses) on such excess
(as specified in the following paragraph). Excess Tax-Deferred
Savings Contributions means Tax-Deferred Savings Contributions by
a Participant in the Higher Paid Group in excess of the amount
that would satisfy the requirements of Section 4.5 above. Any
such payment of excess Tax-Deferred Savings Contributions will be
designated as such by the Plan Administrator, and will be made by
the end of the succeeding Plan Year to avoid Plan
disqualification.
(c) Earnings on Excess Tax-Deferred Savings
Contributions. The amount of earnings (or losses) to be
distributed with a Participant's excess Tax-Deferred Savings
Contributions will be determined by multiplying the investment
income and gain or loss on the Participant's Tax-Deferred Savings
Contributions Account for the Plan Year for which excess Tax-
Deferred Savings Contributions are withdrawn by a fraction. The
numerator of the fraction is the amount of the Participant's
excess Tax-Deferred Savings Contributions to be distributed and
the denominator is the amount credited to such Account as of the
last day of the Plan Year. To the extent actual earnings figures
are unavailable, the amount determined under the preceding two
sentences may be increased by 10% for each month between the end
of the Plan Year and date of distribution of excess; for this
purpose, a distribution on or before the 15th day of a month will
24<PAGE>
<PAGE>
11/29/94
be deemed to have occurred on the last day of the preceding
month, and a distribution after the 15th day of a month will be
deemed to have occurred on the last day of that month.
Notwithstanding the foregoing, the Plan Administrator, with the
consent of Amoco, may use any method permitted under the Code and
applicable regulations in determining the amount, if any, of
earnings that have to be distributed with a Participant's excess
Tax-Deferred Savings Contributions.
(d) Annual Additions for Code Section 415. Any excess
Tax-Deferred Savings Contributions distributed under this
subsection will nevertheless be considered as annual additions
for purposes of applying the limitations of Section 6.6.
4.9 Treatment of Participant Who Reaches $7,000 Limit.
If a Participant makes Tax-Deferred Savings Contributions in a
calendar year equal to $7,000 (as adjusted in accordance with
Code Section 402(g)), his Tax-Deferred Savings Contributions will
immediately cease.
4.10 Participant Withdrawal of Amounts Over $7,000 Limit.
If a Participant's Tax-Deferred Savings Contributions for a
calendar year exceeds $7,000 (as adjusted in accordance with Code
Section 402(g)) because he also participated in another
employer's Code Section 401(k) plan (or other salary reduction
arrangement under Code Section 408(k) or 403(b)) during such
year, the Participant may not request to withdraw all or a part
of such excess from this Plan.
25<PAGE>
<PAGE>
11/29/94
4.11 Direct Rollover Contributions.
(a) With the approval of the Plan Administrator, an
Employee who is eligible to participate, an active Participant
and a "Retiree" who has assets in any account may make a direct
rollover ("Rollover Contribution") to the Plan in cash in an
amount which constitutes all or part of an "Eligible Rollover
Distribution" (as defined in Section 401(a)(31)(C) of the Code)
from a qualified defined benefit and/or defined contribution plan
(except a "Keogh" plan and/or an Individual Retirement Account)
as defined in the Code. However, a direct rollover to this Plan
of accumulated deductible employee contributions made under
another plan will not be permitted, and a direct or indirect
transfer to this Plan from another qualified plan will not be
permitted if such transfer would subject this Plan to the
qualified joint and survivor rules of Code Section 401(a)(11).
(b) The Employer, the Plan Administrator and the
Trustee have no responsibility for determining the propriety of,
proper amount or time of, or status as a tax-free transaction of,
any transfer under subsection (a) above.
(c) The Plan Administrator shall develop such
procedures, and may require such information from an the
individual who is requesting to make a direct rollover to the
Plan, as necessary or desirable in order to determine that the
proposed rollover will meet the requirements of this Section
4.11.
26<PAGE>
<PAGE>
11/29/94
(d) A direct rollover will be credited to a separate
Rollover Account in the name of the Participant making such
Rollover Contribution. Such account shall be 100% vested in the
Participant.
(e) The Plan Administrator in its discretion may
direct the return to the Participant of any Rollover Contribution
to the extent the Plan Administrator determines that such return
may be necessary to insure the continued qualification of this
Plan under Section 401(a) of the Code or that the holding of such
Rollover Contributions would be administratively burdensome.
27<PAGE>
<PAGE>
11/29/94
ARTICLE V
COMPANY MATCHING CONTRIBUTIONS
5.1 Company Matching Contributions. Effective October 1,
1991 for each Plan Year the Employer will make a matching
contribution ("Company Matching Contributions") on behalf of each
Participant who makes Tax-Deferred and/or After-Tax Savings
Contributions during such Plan Year in accordance with the
following schedule. For each Plan Year the Company Matching
Contributions made on behalf of each Participant will equal 100%
of the sum of such Participant's Tax-Deferred and After-Tax
Savings Contributions which are equal to or less than (1) 4% of
such Participant's Applicable Compensation if he has less than 3
years of Company Credited Service, (2) 5% of such Participant's
Applicable Compensation if he has 3 or more years of Company
Credited Service, but less than 6 years of Company Credited
Service, and (3) 6% of such Participant's Applicable Compensation
if he has 6 or more years of Company Credited Service.
5.2 Time of Contribution. The Employer will make Company
Matching Contributions under Section 5.1 to the Trustee in cash
or in Amoco common stock and will normally make such
contributions as soon as practicable after each payroll cycle.
In any event, such contributions will be made to the Trustee no
later than the due date (including extensions) for filing the
Employer's federal income tax return for such year.
28<PAGE>
<PAGE>
11/29/94
5.3 401(m) Limits. As of the last day of each Plan Year,
the average of the sum of the individual After-Tax Savings
Contributions and Company Matching Contributions Percentages
("401(m) Contribution Percentage") of the Higher Paid Group (the
HCE-ACP) may not exceed the average of the individual 401(m)
Contribution Percentages of the Lower Paid Group (the NHCE-ACP)
by more than the amount specified under the following table:
If NHCE-ACP is: HCE-ACP may not exceed:
less than 2% two times NHCE-ACP
2% but less 8%
2% more than NHCE-ACP
8% or higher 1.25 times NHCE-ACP
See Section 5.5 for additional limits on After-Tax Savings
Contributions and Company Matching Contributions. The Higher
Paid Group and Lower Paid Group are defined in Section 4.7.
5.4 401(m) Contribution Percentage.
(a) The 401(m) Contribution Percentage of a
Participant or Employee eligible to be a Participant for a Plan
Year means the sum of his After-Tax Savings Contributions and
Company Matching Contributions for the Plan Year (other than
Company Matching Contributions used in determining his 401(k)
Deferral Percentage under Section 4.5), computed as a percentage
29<PAGE>
<PAGE>
11/29/94
of his Applicable Compensation for such year (to the nearest one-
hundredth of a percentage point). Compensation used to calculate
the 401(m) Contribution Percentage is an Employee's Applicable
Compensation.
(b) If the Plan does not meet the requirements of
Section 5.3 as of the last day of a Plan Year, the Plan
Administrator will reduce the 401(m) Contribution Percentage of
the Participant (or Participants) in the Higher Paid Group with
the highest 401(m) Contribution Percentage (by reducing his
After-Tax Savings Contributions) until it reaches the 401(m)
Contribution Percentage of the Participant (or Participants) in
the Higher Paid Group with the next highest 401(m) Contribution
Percentage; and so on. The foregoing reductions will be made
only to the extent necessary to meet the requirements of Section
5.3. After all such reductions have been made, the Plan
Administrator shall pay to the Participant the amount of his
excess After-Tax Savings Contributions plus earnings (or losses)
on such excess (as determined in accordance to the provisions of
Section 4.8). Excess 401(m) Contributions means After-Tax
Savings Contributions and/or Company Matching Contributions
allocated to a Participant in the Higher Paid Group in excess of
the amount that would satisfy the requirements of Section 5.3.
Any such payment of excess 401(m) Contributions will be
designated as such by the Plan Administrator, and will be made by
the end of thesucceeding Plan Year to avoidPlan disqualification.
30<PAGE>
<PAGE>
11/29/94
(c) Notwithstanding any other provision of this Plan
to the contrary, all highly compensated participants (those
earning more than $52,235 in 1988), are prohibited from making
any contributions for the month of November in 1989 in order to
comply with the Internal Revenue Code Section 401(m)
contributions limitations for the plan year ending November 30,
1989.
5.5 401(k)/(401(m) Combined Limit.
(a) Multiple Use Test. The sum of the HCE-ADP under
Section 4.5 and the HCE-ACP under Section 5.3 cannot exceed the
combined limit determined under rules and regulations promulgated
by the Internal Revenue Service to prevent the multiple use of
the alternative limitation (i.e. two percent points more than
NHCE-ADP or NHCE-ACP, but in no event more than twice NHCE-ADP or
NHCE-ACP.)
(b) Correction of Violation. If the sum of the HCE-
ADP and the HCE-ACP exceeds the combined limit, the Plan
Administrator will first reduce the After-Tax Savings
Contribution percentages of the Participant (or Participants) in
the Higher Paid Group in accordance with Section 5.4(b) to the
extent necessary to meet the combined limit and will then if
necessary reduce the Company Matching Contribution percentages of
the Participant (or Participants) in the Higher Paid Group to the
extent necessary.
31<PAGE>
<PAGE>
11/29/94
5.6 Return of Contribution Made in Error or Not Deductible.
All Tax-Deferred Savings Contributions and Company Matching
Contributions made hereunder are made upon the condition that
such contributions are fully deductible for federal income tax
purposes. If all or part of these contributions are made because
of a mistake of fact or if the deduction under Code Section 404
of any portion of these contributions is disallowed, the amount
contributed because of a mistake of fact or the amount for which
the deduction is disallowed will be returned to the contributing
Employer if demand therefor is made within the time allowed by
law.
32<PAGE>
<PAGE>
11/29/94
ARTICLE VI
ACCOUNTS AND CREDITS
6.1 Establishment of Accounts. The Plan Administrator will
establish and maintain in the name of each Participant such of
the following accounts as are appropriate for the Participant:
(a) Tax-Deferred Savings Account;
(b) After-Tax Savings Account;
(c) Company Contribution Account; and
(d) Rollover Account.
Credit and charges to such Accounts will be made as provided in
the Plan. A Participant is 100% vested in his Tax-Deferred
Savings Account, After-Tax Savings Account, and Rollover Account
at all times.
6.2 Crediting Participants' Savings Contributions. Savings
Contributions made by a Participant for a payroll cycle will be
credited to such Participant's Accounts as of the Valuation Date
as soon as practicable following receipt thereof by the Trustee.
6.3 Crediting Matching Contributions. Company Matching
Contributions made pursuant to Section 5.1 for a payroll cycle
will be credited to the Company Contribution Account of those
Participants entitled to a Company Matching Contribution for such
payroll cycle as of the Valuation Date as soon as practicable
following receipt thereof by the Trustee.
33<PAGE>
<PAGE>
11/29/94
6.4 Crediting Rollovers. Rollovers will be credited to the
Participant's Rollover Account as of the Valuation Date as soon
as practicable following receipt thereof by the Trustee.
6.5 Charge to Accounts. Any amount distributed, paid or
withdrawn from an Account will be charged against such Account as
of the day on which the distribution, payment or withdrawal
occurs.
6.6 Annual Limits.
(a) Notwithstanding anything contained herein to the
contrary, the annual additions to a Participant's Accounts for a
calendar year (which will be the limitation year for purposes of
Code Section 415) may not exceed the lesser of (i) $30,000, as
adjusted periodically for cost-of-living changes in accordance
with Code Section 415 and regulations thereunder, or (ii) twenty-
five percent of his total Code Section 415 compensation for such
year. For purposes of this section, Code Section 415
compensation means a Participant's total non-deferred
compensation from an Employer for a Plan Year, as defined in Code
Section 415 and regulations thereunder. The foregoing $30,000
shall be reduced proportionately to reflect any short Plan Year
of less than twelve months.
(b) Annual additions to a Participant's Account for
any Limitation Year means the sum of the annual additions (as
defined in Code Section 415(c)(2)) under all qualified defined
contribution plans maintained by Amoco or any Affiliated Company.
34<PAGE>
<PAGE>
11/29/94
(c) If the foregoing limit is applicable to a
Participant for a Limitation Year, the Plan Administrator shall
reduce the annual additions to such Participants' Accounts in the
following order of priority:
(i) against the After-Tax Savings Contributions
made by the Participant under this Plan, but only to the extent
that such Participant's Company Matching Contributions are not
reduced;
(ii) against the Tax-Deferred Savings
Contributions made on behalf of the Participant under this Plan;
and
(iii) against the Company Matching Contributions
made on behalf of the Participant under this Plan.
(d) For any Plan Year, the sum of a Participant's
defined contribution plan fraction and his defined benefit plan
fraction may not exceed 1, as follows:
(i) His defined contribution plan fraction for
any Plan Year is the fraction (A) whose numerator is the sum of
annual additions to his Accounts as of the close of such Plan
Year, and (B) whose denominator is the sum of the lesser of the
following amounts determined for such year and for each prior
year of service with his Employer; the product of 1.25 (1.0 if
the plan is top-heavy) and the dollar limitation in effect for
such year, or the product of 1.4 and twenty-five percent of the
35<PAGE>
<PAGE>
11/29/94
Participant's compensation determined under Section 415 of the
Code for such year.
(ii) His defined benefit plan fraction for any
Plan Year is a fraction (A) whose numerator is his aggregate
projected annual benefit under all defined benefit plans
sponsored by Amoco (or any Affiliated Company that is included in
a controlled group or under common control with Amoco Corporation
within the meaning of Code Section 414(b), (c), (m) and (o) and
415(h)) as the close of such Plan Year, and (B) whose denominator
as the lesser of the product of 1.25 (1.0 if the Plan is a top-
heavy) and the dollar limitation in effect under Section
415(b)(1)(A) of the Code, or the product of 1.4 and the
Participant's highest average compensation as determined under
Section 415(b)(1)(B) of the Code. For this purpose, the
projected annual benefit of the Participant means the total
normal retirement benefit to which he would be entitled on the
assumptions that his employment continues until his normal
retirement date and his annual earnings and all other relevant
factors remain the same for all future years as in the year when
the projection is made.
(iii) If the sum of such fractions would
exceed 1 without the application of this section, his benefit
under the defined benefit plan or plans will be reduced to a
benefit that will produce a defined benefit plan fraction which,
36<PAGE>
<PAGE>
11/29/94
when added to the defined contribution plan fraction, will equal
1.
37<PAGE>
<PAGE>
11/29/94
ARTICLE VII
INVESTMENT FUNDS AND CREDITING INVESTMENT EXPERIENCE
7.1 Investment Funds. Effective February 1, 1993, the
Trustee will separate the Trust Fund into seven Investment Funds
as follows:
(a) Amoco Stock Fund
(b) Money Market Fund
(c) U.S. Savings Bonds
(d) Cyprus Stock Fund
(e) Equity Index Fund
(f) Balanced Fund
(g) Bond Index Fund
The Plan Administrator will maintain records which reflect
the portion of each Account of a Participant that is invested in
each separate Investment Fund. The existence of such records and
of Participants' Accounts will not be deemed to give any person
any right, title or interest in or to any specific assets or part
of the Trust Fund or any separate Investment Fund.
7.2 Investment Directions and Transfers Among Funds.
(a) Investment of Accounts. Each Participant may
direct the separate Investment Fund or Funds in which his
Accounts will be invested. Once a calendar month a Participant
may direct investment of his contributions, except Company
Matching Contributions, to his Accounts entirely in one
38<PAGE>
<PAGE>
11/29/94
Investment Fund or in a combination of two or more of the
Investment Funds, provided that combinations must be specified in
5% increments and the total combinations must equal 100%.
Company Matching Contributions will be invested initially in the
Amoco Stock Fund.
In addition, once a calendar month the Participant may
direct transfers among the Investment Funds, so that his Accounts
are invested entirely in one Investment Fund or in a combination
of two or more of the Investment Funds, provided that
combinations must be specified in 5% increments and the total
combinations must equal 100%. Effective January 1, 1995,
participant direction of investments and transfer among funds
will be permitted two times in a month but no more than one time
per day. Notwithstanding the foregoing, a Participant may not
direct the investment of his future Savings Contributions in the
Cyprus Stock Fund or transfer assets into the Cyprus Stock Fund.
The Participant will have sole responsibility for the
investment of his Accounts and for transfers among the available
Investment Funds, and no named fiduciary or other person will
have any liability for any loss or diminution in value resulting
from the Participant's exercise of such investment
responsibility. It is intended that Section 404(c) of ERISA will
apply to a Participant's exercise of investment responsibilities
under this subsection.
39<PAGE>
<PAGE>
11/29/94
(b) Manner and Time of Giving Directions. A
Participant's initial directions governing the investment of his
Accounts will be filed with the Plan Administrator. Such
directions must be given at the same time that the Participant
first authorizes Savings Contributions or makes a Rollover
Contribution. A Participant may change the investment of future
contributions to his Accounts or direct transfers among the
Investment Funds in 5% increments once a calendar month (twice
per month effective January 1, 1995) by contacting the Plan
Administrator in accordance with uniform rules. If a Participant
does not give any investment directions to the Plan
Administrator, his Savings Contributions or Rollover Contribution
will be invested in the Money Market Fund.
7.3 Valuation of Assets. Effective October 1, 1991, as of
each business day and at any other date ("Valuation Date") that
the Plan Administrator may direct, the Trustee will determine the
fair market value of the assets in each separate Investment Fund
of the Trust Fund, relying upon such evidence of valuation as the
Trustee deems appropriate.
7.4 Crediting Investment Experience. As of each Valuation
Date (before crediting any contributions or making any investment
transfers as of such date), Investment Fund management expenses
not paid directly by the Employer, investment income and gains
and losses in asset values in each separate Investment Fund since
the preceding Valuation Date will be credited or charged to
40<PAGE>
<PAGE>
11/29/94
Participants' Accounts invested in such fund. The allocation of
Investment Fund management expenses and investment results will
be in proportion to the adjusted account balances in such fund as
of each Valuation Date. The adjusted account balance of an
Account invested in a separate Investment Fund is the amount in
such Account as of the close of business on the preceding
Valuation Date, increased by any Savings Contributions, Company
Matching Contributions and loan repayments credited to such
Account as of the current Valuation Date under Article VI and
Article VIII, decreased by any withdrawals, transfers or
distributions from such Account since the preceding Valuation
Date, and increased or decreased in accordance with uniform rules
established by the Plan Administrator to allocate equitable
expenses and investment results.
41<PAGE>
<PAGE>
11/29/94
ARTICLE VIII
LOANS TO PARTICIPANTS
8.1 Plan Administrator Shall Administer the Loan Program.
The Plan Administrator shall administer the loan program in
accordance with the provisions of Article VIII, in a uniform and
nondiscriminatory manner.
8.2 Availability of Loans. Upon application by a
Participant who is an Employee, the Plan Administrator may direct
the Trustee to make a loan to the Participant from his Accounts.
A Participant may make two loans during a calendar
year. However, he may not have more than two outstanding loans.
Also, a Participant will not be permitted to make a loan if he
previously defaulted on a Plan loan provided, however, that
effective January 1, 1995, a Participant who has defaulted on a
loan will be permitted to again make loans two years after the
full repayment of the defaulted loan.
8.3 Conditions of Loan.
(a) Maximum Amount. The loan shall not exceed the
lesser of (A) $50,000 reduced by the highest outstanding loan
balance during the one-year period ending on the day before the
date the current loan is made or (B) 50% of the market value of
the Participant's non-forfeitable accrued benefit on the date the
loan request from the Participant is received by the Plan
Administrator.
42<PAGE>
<PAGE>
11/29/94
(b) Minimum Amount. The minimum loan shall be $1,000.
(c) Repayment Period. The term of the loan shall not
be less than 6 months and not more than five years in increments
of 6 months.
(d) Interest Rate. Effective October 1, 1991, the
interest rate shall equal the prime rate, as published in the
Wall Street Journal, in effect on the next-to-last business day
of the month immediately before the month in which the loan
request is received by the Plan Administrator and will be fixed
for the term of the loan.
(e) Security for Repayment. Each loan hereunder will
be a Participant-directed investment for the benefit of the
Participant requesting such loan; accordingly, any default in the
repayment of principal or interest of any loan hereunder will
reduce the amount available for distribution to such Participant
(or his Beneficiary). Any loan hereunder will be effectively and
adequately secured by 50% of the non-forfeited accrued benefit in
the Participant's Accounts.
(f) Repayment. Each Participant who requests a loan
from his Accounts will execute an agreement to repay the
principal and interest of the loan through payroll withholding
from his compensation. The Plan Administrator may establish
back-up repayment procedures for Participants on an "authorized
leave of absence." Any loan hereunder may be prepaid in full by
certified or cashier's check at any time without penalty. If the
43<PAGE>
<PAGE>
11/29/94
automatic payroll arrangement lapses by the Participant's
termination of employment for any reason or is canceled and a new
arrangement is not in place before the next payment is due, the
loan shall be in default and the entire unpaid principal and
interest of any loan then outstanding to such Participant will
become immediately due and payable.
(g) Action Upon Default. If a Participant defaults on
any payment of interest or principal on a loan hereunder or
defaults upon any other obligation relating to such loan, the
Plan Administrator shall immediately request payment of principal
and interest on the loan. If the default is by reason of
termination of employment, and the Participant refuses to pay the
entire outstanding principal and interest on the loan in full
within 90 days of the default, the Plan Administrator shall
reduce the Participant's vested Account balance by the remaining
principal and interest on this loan(s). If the Participant's
vested Account balance is less than the amount due, the Plan
Administrator shall take whatever steps necessary to collect the
balance due directly from the Participant. However, no
foreclosure on the Participant's loan or attachment of the
Participant's Account balances will occur until a distributable
event occurs in the Plan.
(h) Distribution to Participant With Loan. In the
case of any Participant who terminates employment with a loan
outstanding hereunder, the cash amount available for distribution
44<PAGE>
<PAGE>
11/29/94
to such Participant (or his Beneficiary) will consist of the
vested portion of his Accounts invested in the Investment Funds
of the Trust Fund.
8.4 Accounting for Loans.
(a) Source of Loan. The Plan Administrator shall
liquidate the Participant's Investment Funds to make a loan to
him in the following order:
Investment Funds.
(1) Money Market Fund;
(2) Cyprus Stock Fund;
(3) Equity Index Fund;
(4) Balanced Fund;
(5) Bond Index Fund;
(6) U.S. Savings Bonds; and
(7) Amoco Stock Fund.
As the Plan Administrator liquidates the Participant's
Investment Funds in the above order, he shall liquidate such
Participant's Accounts in the following order:
Accounts.
(1) Tax-Deferred Savings Account;
(2) Rollover Account;
(3) Company Contribution Account; and
(4) After-Tax Savings Account.
Effective October 1, 1991, funds shall be
liquidated first by Account in the order specified above and then
45<PAGE>
<PAGE>
11/29/94
by Investment Fund (i.e. all assets in the Tax-Deferred Savings
Account shall be liquidated first in the order of Investment
Funds described above; then all assets in the Rollover Account
and so forth).
(b) Loan Investment Account. The Plan Administrator
will establish and maintain a loan investment account for each
borrowing Participant. The unpaid principal and accrued but
unpaid interest on the loan to a Participant will be reflected
for plan accounting purposes in the Participant's loan account.
Repayments of principal and interest by the Participant will
reduce the Participant's loan account balance and will be
credited to the Participant's other Accounts in the order that
they were liquidated to make the loan. Repayments will be
invested in the Investment Funds according to a Participant's
current investment election.
(c) Distribution Upon Default. In the event a
Participant defaults upon a loan upon termination of employment
and receives a distribution of such loan, the loan shall be
deemed to be distributed from the Participant's accounts in the
following order:
Accounts.
(1) Tax-Deferred Savings Account;
(2) Rollover Account;
(3) Company Contribution Account; and
(4) After-Tax Savings Account.
46<PAGE>
<PAGE>
11/29/94
The order of liquidation of funds shall be as specified in (a)
above.
47<PAGE>
<PAGE>
11/29/94
ARTICLE IX
IN-SERVICE WITHDRAWALS
9.1 Withdrawals From After-Tax Savings Account. A
Participant may withdraw in cash any portion of his accrued
benefit in his After-Tax Savings Account, except for his After-
Tax Savings Contributions made in the calendar year during which
his withdrawal is made, twice during a 12-month period.
9.2 Withdrawals From Rollover Account. A Participant may
withdraw in cash any portion of his accrued benefit in his
Rollover Account twice during a 12-month period.
9.3 Withdrawals From Company Contribution Account. A
Participant may withdraw in cash any portion of his accrued
benefit in his Company Contribution Account, except for the
greater of the last 24 months of Company Matching Contributions
or the value of the initial Company Matching Contributions that
would not be vested under Section 10.2 if such Participant's
service with his Employer terminated on the date of such
withdrawal, once during a 24-month period. If the Participant
withdraws 50% or less of his accrued benefit from his Company
Contribution Account then he will not be eligible to receive
Company Matching Contributions during the 6-month period
commencing with such withdrawal. If the Participant withdraws
more than 50% of his accrued benefit, then he will not be
eligible to receive Company Matching Contributions during the 12-
48<PAGE>
<PAGE>
11/29/94
month period commencing with the first day of his payroll cycle
starting immediately after the distribution of such withdrawal.
9.4 Withdrawals From Tax-Deferred Savings Account. A
Participant may withdraw in cash from his Tax-Deferred Savings
Account once every 12 months the amount necessary to meet one of
the following immediate and heavy financial needs:
1. Medical expenses described in Code Section 213(d)
previously incurred by the Participant, his
spouse, or any of his dependents (as defined in
Code Section 152) or necessary for these persons
to obtain medical care described in Code Section
213(d);
2. The purchase (excluding mortgage payments) of a
principal residence for the Participant;
3. Payment of tuition for the next 12 months of post-
secondary education for the Participant, his
spouse, children, or dependents;
4. The need to prevent the eviction of the
Participant from his principal residence or
foreclosure on the mortgage of the Participant's
principal residence; or
5. Other unexpected or unusual expenses creating a
financial need for which withdrawal is permitted
by Code Regulation Section 1.401(k)-1.
49<PAGE>
<PAGE>
11/29/94
The amount of an immediate and heavy financial need
includes any amounts necessary to pay any federal, state, or
local income taxes or penalties reasonably anticipated to result
from a withdrawal from a Participant's Tax-Deferred Savings
Account. Notwithstanding the foregoing, the amount withdrawn
cannot include the Participant's current calendar year's Tax-
Deferral Savings Contributions and/or any earnings on all his
Tax-Deferred Savings Contributions. In addition, before a
Participant makes a withdrawal from his Tax-Deferred Account he
must make a loan under the Plan for the maximum amount permitted
and then withdraw the maximum amount permitted by the Plan from
his other Accounts. If a Participant makes a withdrawal from his
Tax-Deferred Savings Account he will be prohibited from making
any Savings Contributions for the 12-month period commencing with
the first day of his payroll cycle starting immediately after the
distribution of such withdrawal. Finally, notwithstanding
Section 4.9, if a Participant makes a withdrawal from his Tax-
Deferred Savings Account, the Code Section 402(g) limitation that
applies to his Tax-Deferred Savings Contributions during the Plan
Year immediately after such withdrawal shall be reduced by the
total amount of his Tax-Deferred Contributions during the year of
the withdrawal.
9.5 Order of Asset Liquidation for All Withdrawals. The
Plan Administrator shall liquidate the Investment Funds of the
50<PAGE>
<PAGE>
11/29/94
Account from which the withdrawal is being made in the following
order:
Investment Funds.
(1) Money Market Fund;
(2) Cyprus Stock Fund;
(3) Equity Index Fund;
(4) Balanced Fund;
(5) Bond Index Fund;
(6) U.S. Savings Bonds; and
(7) Amoco Stock Fund.
51<PAGE>
<PAGE>
11/29/94
ARTICLE X
DISTRIBUTIONS
10.1 Distribution Upon Retirement.
(a) Amount. A Participant whose employment terminates
as a result of retirement will receive the total amount in his
Accounts. If a Participant receives immediate distribution of
his Accounts, his Account balances will be determined as of the
valuation date immediately preceding such distribution. If a
Participant defers payment of part or all of his Accounts, his
Account balances will be determined as of the valuation date
immediately preceding his subsequent distribution.
(b) Retirement Defined. For purposes of this Plan,
"Retirement" means a Participant's termination of employment (1)
on or after his 65th birthday, (2) on or after his attainment of
age 50 and 15 years of Vesting Service, or (3) on or after his
attainment of 75 point status. A Participant will become fully
vested in his Company Contribution Account balance upon reaching
his 65th birthday (normal retirement age).
(c) Form of Payment. Upon a Participant's Retirement
a distribution of his Accounts will be paid in one of the
following methods as selected by the Participant.
(i) a single-sum payment of his entire Account
balances at any time until age 70 1/2; or
52<PAGE>
<PAGE>
11/29/94
(ii) monthly, quarterly or annually (of which the
frequency and amount can be changed at any time subject to
administrative feasibility) equal payments for a period less than
ten years.
In addition to the above two methods of distribution, a
Participant who has retired in accordance with subsection 10.1
(ii) can make a withdrawal of any amount once a month.
All distributions made pursuant to this subsection shall be made
in cash, except that a Participant who elects to receive a
single-sum payment under Section 10.1(c)(i) can elect to receive
Amoco common stock in-kind. The Plan Administrator shall
liquidate the Participant's Accounts to make a distribution to
him pursuant to this Section in the following order:
Accounts
(1) After-Tax Savings Account;
(2) Rollover Account;
(3) Company Contribution Account; and
(4) Tax-Deferred Savings Account.
As the Plan Administrator liquidates the Participant's Accounts
in the above order, he shall liquidate the Participant's
Investment Funds in the following order:
Investment Funds
53<PAGE>
<PAGE>
11/29/94
(1) Money Market Fund;
(2) Cyprus Stock Fund;
(3) Equity Index Fund;
(4) Balanced Fund;
(5) Bond Index Fund;
(6) U.S. Savings Bonds; and
(7) Amoco Stock Fund.
10.2 Termination of Employment Prior to Retirement or Death.
(a) If a Participant's service with an Employer
terminates under circumstances other than as provided for under
subsections 10.1(b) or 10.6, he shall be 100% vested in an amount
equal to the market value of his Tax-Deferred Savings Account,
After-Tax Savings Account and Rollover Account. In addition,
such Participant shall be 100% vested in an amount equal to the
greater of: 1) the market value of his Company Contribution
Account less the value of the sum of the Company Matching
Contributions valued on the date credited to his Company
Contribution Account, times the result of 100% minus the vested
percent, a percentage based on years of Vesting Service as
provided below; or 2) the market value of the Participant's
Company Contribution Account times the Participant's vested
percentage based upon his years of Vesting Service, as follows:
54<PAGE>
<PAGE>
11/29/94
Years of
Vesting Service
Vested
At least But Less Than Percentage
2 years 0%
2 years 3 years 25%
3 years 4 years 50%
4 years 5 years 75%
5 years 100%
Notwithstanding the foregoing, if a Participant's service with an
Employer terminates because of (1) a sale of stock or assets of
the Employer, a merger or other transaction involving an
Employer, each involving a third party, the result of which is
the Employer is no longer deemed an Employer by Amoco, or such
other transaction as may be approved by Amoco or (2) under the
terms of a voluntary or involuntary Employer severance plan
officially adopted by an Employer as evidenced by a written plan
document, he shall be 100% vested in his Company Contribution
Account. The benefit determined in accordance with the foregoing
provision shall never be adjusted or altered in any fashion on
account of any years of Vesting Service which the Participant
might complete upon reemployment with an Employer, except as
otherwise provided in Section 10.3(b).
(b) (i) Vesting Service and Period of Vesting
Service. Effective with regard to the calculation of Vesting
Service on or after October 1, 1991, Vesting Service means the
aggregate of all years and fractions of years of an Employee's
Periods of Vesting Service with an Employer and an Affiliated
Company. A Period of Vesting Service means the period beginning
55<PAGE>
<PAGE>
11/29/94
on the first day of the calendar month during which the Employee
enters service (or reenters service) and ending on the
termination date (as defined below) with respect to such period,
subject to the following special rules:
(A) An Employee shall be deemed to enter service on the date
he first completes an Hour of Service.
(B) An Employee shall be deemed to reenter service on the
date following a termination date when he again completes an Hour
of Service.
(C) The termination date of an Employee shall be the last
day of the calendar month during which the earlier of the
following occurs: (i) the date he quits, is discharged, retires
or dies, or (ii) except as provided below, the first anniversary
of the date he is absent from service for any other reason
(including, but not limited to, vacation, holiday, leave of
absence, and layoff). If an Employee, absent from service under
circumstances described in (ii), quits, is discharged, retires or
dies before the first anniversary of commencement of said
absence, his termination date shall be the date he quits, is
discharged, retires or dies. An absence described in (ii) shall
be deemed to commence with respect to an Employee on the date he
is terminated as an Employee on the payroll records of the
Employer or an Affiliate. Notwithstanding the foregoing
provisions of (b)(i), an Employee shall be deemed to have
56<PAGE>
<PAGE>
11/29/94
continued in service (and thus not to have incurred a termination
date) for the following periods:
i) any period for which he shall be required to be
given credit for service under any laws of the
United States; and
(ii) any period for which he is on an approved
medical or family "leave of absence".
(D) All periods of service of an Employee shall be
aggregated in determining his Vesting Service unless they can be
disregarded under the break in service rules of Section 10.3.
(E) If an Employee shall be absent from work because he
quits, is discharged or retires, and he reenters service before
the first anniversary of the date of such absence, such date
shall not constitute a termination date and the period of such
absence shall be included as service.
(ii) Month of Vesting Service. A Month of Vesting Service
means a calendar month during which an Employee is credited with
service.
(iii) Year of Vesting Service. A Year of Vesting Service
means 12 Months of Vesting Service, whether or not consecutive.
57<PAGE>
<PAGE>
11/29/94
(iv) One-Year Break in Service. A One-Year Break in Service
means a period of twelve consecutive calendar months during which
the Employee is not credited with one Month of Vesting Service.
(c) Form of Payment. A Participant whose
service terminates with his Employer under circumstances other
than in accordance with subsection 10.1(b) (retirement) will be
paid a distribution of his vested Account balances in one of the
following methods as selected by the Participant:
(i) a single-sum payment at any time prior
to age 65; or
(ii) 10 annual installments commencing as
soon as practicable after his service terminates.
The election to receive 10 annual installments is
irrevocable and all such installments shall be made in cash and
the Participant's Accounts and Investment Funds that he is
invested in shall be liquidated in the same order as provided in
Section 10.1(c). If the Participant has not received his single-
sum payment before his attainment of age 65, the Plan
Administrator shall distribute it as soon as practicable after he
reaches such age. A single-sum payment made pursuant to this
subsection shall be made in cash, unless the Participant elects
to receive Amoco common stock in kind.
(d) If a Participant receives immediate
distribution of his Accounts, his Account balances will be
58<PAGE>
<PAGE>
11/29/94
determined as of the Valuation Date immediately preceding such
distribution. If a Participant defers payment of part or all of
his Accounts, his Account balances will be determined as of the
Valuation Date immediately preceding his subsequent distribution.
(e) The determination of the amount to which such
terminated Participant is entitled in accordance with the
foregoing rules shall be made by the Plan Administrator.
(f) Any portion of a Participant's Company
Contribution Account to which he is not entitled at the time of
the distribution of his Account balances shall be forfeited by
him upon such termination of employment. As soon as practicable
after such forfeitures occur they shall be used to reduce Company
Matching Contributions or pay Plan administration expenses in
accordance with Section 16.11.
10.3 Reemployment. If a terminated Participant who was
partially or fully vested in his Company Contribution Account is
reemployed by an Employer, he shall again become a participant
upon reemployment pursuant to Section 3.4. All future Company
Matching Contributions shall be credited to his Company
Contribution Account, and all his prior years of Vesting Service
shall be restored for the purpose of calculating the vested
portion of such Account. Also, the portion of his Company
Contribution Account that has been forfeited, if any, shall be
restored without interest to his Account. Upon any subsequent
termination of employment the nonforfeitable portion of his
59<PAGE>
<PAGE>
11/29/94
Company Contribution Account shall be calculated as if any non-
forfeitable amounts distributed upon the previous termination had
been repayed to the Plan.
If such a terminated Participant was 0% vested in
his Company Contribution Account under Section 10.2 at the time
of his prior termination, the following special provisions shall
apply:
(a) If such a terminated Participant is reemployed
after incurring 5 or more consecutive One-Year Breaks In Service,
he shall have no right to the previously forfeited portion of his
Company Contribution Account, and his prior years of Vesting
Service shall not be restored for the purpose of calculating the
vested portion of such Account.
(b) If such a terminated Participant is reemployed
before incurring 5 consecutive One-Year Breaks In Service the
portion of the Participant's Company Contribution Account that
had been forfeited shall be restored without interest to his
Account. In order to effect the restoration of previously
forfeited amounts to a Participant's Company Contribution
Account, the Plan Administrator shall first utilize any available
forfeitures, and then requesting additional Employer
Contributions which shall be paid by the Employer, and his prior
years of Vesting Service shall be restored for the purpose of
calculating the vested portion of such Account.
60<PAGE>
<PAGE>
11/29/94
Notwithstanding this section 10.03, if a
Participant, after his military leave of absence expires, files
for restoration of his job during one of the periods prescribed
by the Vietnam Era Veterans' Readjustment Act of 1974 and is
hired by an Employer, his prior years of Vesting Service shall be
restored and he shall be credited with Vesting Service for the
period of time he was on the military leave of absence. In
addition, the portion of his company contribution Account that
has been forfeited, if any, shall be restored without interest to
his Company Account.
10.4 $3,500 Cash-Out. If the value of the nonforfeitable
portion of the Participant's Accounts does not exceed $3,500 at
the date of his termination of service for any reason, the Plan
Administrator shall distribute in cash and in a single-sum
payment the entire balance in his Accounts in accordance with the
applicable rules of the Plan Administrator.
10.5 Required Distribution Date. Distribution to any
Participant (whether employed by an Employer, retired or
otherwise terminated) must be made no later than April 1
following the calendar year in which he reaches age 70-1/2 in
accordance with the minimum distribution rules of Section
401(a)(9) of the Code and the regulations promulgated thereunder;
provided, however, that in the case of a Participant who attained
age 70-1/2 prior to January 1, 1988, distribution may be delayed
61<PAGE>
<PAGE>
11/29/94
until April 1 following the calendar year in which he retires if
such Participant is not a 5% owner.
10.6 Distribution Upon Death of a Participant.
(a) In General. If Participant dies while
employed by an Employer with a balance in any Account under the
Plan, his Beneficiary will receive 100% of the amount in his
Accounts. Such amount will be determined as of the Valuation
Date immediately preceding the date when the Plan Administrator
makes such distribution. After the Plan Administrator receives
instructions from Amoco as to who the Beneficiary is, he shall
distribute to such Beneficiary in cash, Amoco common stock, or
any combination thereof as directed by Amoco, the remaining
amount in the deceased Participant's Accounts as soon as
administratively practicable.
(b) Designation of Beneficiary. A Participant may
designate one or more Beneficiaries and may revoke or change such
designation at any time. If the Participant names two or more
Beneficiaries, distribution to them will be in such proportions
as the Participant designates or, if the Participant does not so
designate, in equal shares pro rata from such Participant's
Accounts. Any designation of Beneficiary will be in such manner
and on such form as Amoco may prescribe and will be effective
upon filing with Amoco.
Notwithstanding the preceding paragraph, the sole
Beneficiary of a married Participant will be the Participant's
62<PAGE>
<PAGE>
11/29/94
spouse unless the spouse consents in writing to the designation
of another person as beneficiary. The spouse's consent must
acknowledge the effect of such consent and be witnessed by a
notary public.
(c) No Designation. Any portion of a distribution
payable upon the death of a Participant which is not disposed of
by a designation of Beneficiary for any reason whatsoever will be
paid to the Participant's spouse if living at his death,
otherwise to the Participant's estate.
(d) Payment Under Prior Designation. Amoco may
direct the Plan Administrator to make payment in accordance with
a prior designation of Beneficiary (and will be fully protected
in so doing) if such direction (i) is given before a later
designation is received, or (ii) is due to Amoco's inability to
verify the authenticity of a later designation. Such a
distribution will discharge all liability therefor under the
Plan.
10.7 Rehire Before Distribution. If a former Participant
is rehired by an Employer or an Affiliated Company, before
distribution of his Accounts has been made, such distribution
will be deferred until his subsequent termination of employment.
10.8 Waiver of 30 Day Notice. If a distribution is one
to which section 401(a)(11) and 417 of the Code do not apply,
such distribution may commence less than 30 days after the notice
63<PAGE>
<PAGE>
11/29/94
required under section 1.411(a)11(c) of the Income Tax
Regulations is given, provided that:
(1) the Plan Administrator clearly informs the Participant
that the Participant has a right to a period of at least 30 days
after receiving the notice to consider the decision of whether or
not to elect a distribution (and, if applicable, a particular
distribution option), and
(2) the Participant, after receiving the notice, affirmatively
elects a distribution.
64<PAGE>
<PAGE>
11/29/94
ARTICLE XI
DIRECT ROLLOVERS
11.1 Direct Rollover. This section applies to
distributions made on or after January 1, 1993. Notwithstanding
any provision of the Plan to the contrary that would otherwise
limit a distributee's election under this section, a distributee
may elect, at the time and in the manner prescribed by the Plan
Administrator, to have any portion of an eligible rollover
distribution provided for in this Plan paid directly to an
eligible retirement plan specified by the distributee in a direct
rollover.
11.2 Definitions.
(a) "Eligible Rollover Distribution" is any
distribution provided for in this Plan of all or any portion of
the balance to the credit of the distributee, except that an
eligible rollover distribution does not include: any
distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually) made for
the life (or life expectancy) of the distributee or the joint
lives (or joint life expectancies) of the distributee's
designated beneficiary, or for a specified period of ten years or
more; any distribution to the extent such distribution is
required under section 401(a)(9) of the Code; and the portion of
any distribution that is not includable in gross income
65<PAGE>
<PAGE>
11/29/94
(determined without regard to the exclusion for net unrealized
appreciation with respect to employer securities).
(b) "Eligible Retirement Plan" is an individual
retirement account described in section 408(a) of the Code, an
individual retirement annuity described in section 408(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 distributee's eligible rollover distribution.
However, in the case of an eligible rollover distribution to the
surviving spouse, an eligible retirement plan is an individual
retirement account or individual retirement annuity.
(c) "Distributee" includes a Participant, the
Participant's surviving spouse and the Participant's spouse who
is the alternate payee under a qualified domestic relations
order, as defined in section 414(p) of the Code.
(d) "Direct Rollover" is a payment by the Plan to
the eligible retirement plan specified by the distributee.
66<PAGE>
<PAGE>
11/29/94
ARTICLE XII
AMENDMENT, MERGER AND TERMINATION OF PLAN
12.1 Amendment of Plan. At any time and from time to
time, Amoco may amend or modify any or all of the provisions of
the Plan without the consent of any person, provided that no
amendment will reduce any Participant's nonforfeitable Account
balance as of the date such amendment is adopted (or its
effective date if later) or eliminate an optional form of
benefit, and provided further that no amendment will permit any
part of the Trust Fund to revert to the Employer or be used for
or diverted to purposes other than for the exclusive benefit of
Participants or their Beneficiaries, except as provided in
Section 5.6.
12.2 Merger of Plans. A merger or consolidation with, or
transfer of assets or liabilities to, any other plan will be
permitted only if the benefit each Participant would receive if
such plan were terminated immediately after the merger,
consolidation or transfer is not less than the benefit he would
have received if this Plan had terminated immediately before the
merger, consolidation or transfer.
12.3 Termination. Amoco has established the Plan and is
maintaining the Plan with the bona fide expectation and intention
that it will continue the Plan indefinitely, but Amoco will not
be under any obligation or liability whatsoever to maintain the
67<PAGE>
<PAGE>
11/29/94
Plan for any particular length of time. Notwithstanding any
other provision hereof, Amoco may terminate this Plan at any
time. There will be no liability to any Participant, Beneficiary
or other person as a result of any such discontinuance or
termination.
The Employer's failure to make contributions in any year or
years will not operate to terminate the Plan in the absence of
formal action by Amoco to terminate the Plan.
12.4 Effect of Termination. Upon complete discontinuance
of contributions or termination or partial termination of the
Plan, the Tax-Deferred Savings, After-Tax Savings and Rollover
Accounts of affected Participants will remain nonforfeitable and
their Company Contribution Account will become nonforfeitable.
After termination of the Plan, no Employee will become a
Participant and no further Savings Contributions or Company
Matching Contributions will be made hereunder on behalf of
Participants.
The Trustee will continue to hold the assets of the Trust
Fund for distribution as directed by the Plan Administrator.
Amoco will determine whether to direct the Plan Administrator who
will, in turn, direct the Trustee to disburse the Plan's assets
as immediate benefit payments, to retain and disburse them in the
future, or to follow any other procedure which it deems
advisable.
68<PAGE>
<PAGE>
11/29/94
ARTICLE XIII
NAMED FIDUCIARIES
13.1 Identity of Named Fiduciaries.
(a) Named Fiduciaries. Amoco or its delegates as
provided by Resolution of its Board of Directors, the Plan
Administrator, the Trustee and any investment manager appointed
by Amoco will be the named fiduciaries under the Plan and will
control and manage the Plan and its assets to the extent and in
the manner indicated in the Plan, in the Administrative and
Recordkeeping Services Agreement, in the Trust Agreement and as
described in certain delegations of authority of the Board of
Directors of Amoco to the extent such delegations are not
inconsistent with the terms of the Plan. Any responsibility
assigned to a named fiduciary will not be deemed to be a duty of
a "fiduciary" (as defined in ERISA) solely because of such
assignment.
(b) Plan Administrator. State Street Bank & Trust
Company of Boston has been appointed by Amoco as the "Plan
Administrator" as defined in ERISA.
13.2 Responsibilities and Authority of Plan
Administrator. The Plan Administrator will have the
responsibilities and authority with respect to control and
management of the Plan and its assets as set forth in detail in
69<PAGE>
<PAGE>
11/29/94
various articles of the Plan including Article XIII and the
Administrative and Recordkeeping Services Agreement.
13.3 Responsibilities and Authority of Trustee. The
Trustee will manage and control the assets of the Plan, except to
the extent that such responsibilities are specifically assigned
hereunder or under the Trust Agreement to Amoco, the Plan
Administrator or the Participants, or are delegated to one or
more investment managers by Amoco. The responsibilities and
authority of the Trustee are set forth in detail primarily in the
Trust Agreement.
13.4 Responsibilities of Amoco. Amoco will have the
responsibilities and authority to appoint, remove and replace the
Trustee and the Plan Administrator, to monitor their
performances, to resolve Plan appeals and to amend and terminate
the Plan and Trust. The responsibilities and authority of Amoco
are set forth in further detail in the various articles of the
Plan and in the Trust Agreement and in the Administrative and
Recordkeeping Services Agreement.
13.5 Responsibilities Not Shared. Except as otherwise
provided herein or required by law, each named fiduciary will
have only those responsibilities that are specifically assigned
to it hereunder, in the Administrative and Recordkeeping Services
Agreement, and in the Trust Agreement, and no named fiduciary
will incur liability because of improper performance or
nonperformanceofresponsibilitiesassignedtoanothernamed fiduciary.
70<PAGE>
<PAGE>
11/29/94
13.6 Dual Fiduciary Capacity Permitted. Any person or
group of persons may serve in more than one fiduciary capacity,
including service both as Trustee and Plan Administrator.
13.7 Actions by Amoco. Wherever the Plan specifies that
Amoco is required or permitted to take any action, such action
will be taken by its board of directors, or by a duly authorized
committee thereof, or by one or more directors, officers,
employees or other persons duly authorized to do so by the board
of directors.
13.8 Advice. A named fiduciary may employ or retain such
attorneys, accountants, investment advisors, consultants,
specialists and other persons or firms as it deems necessary or
desirable to advise or assist it in the performance of its
duties. Unless otherwise provided by law, the fiduciary will be
fully protected with respect to any action taken or omitted by
him or it in reliance upon any such person or firm rendered
within his or its area of expertise.
71<PAGE>
<PAGE>
11/29/94
ARTICLE XIV
PLAN ADMINISTRATOR
14.1 Appointment. Amoco will appoint a Plan
Administrator.
14.2 Notice to Trustee. Amoco will notify the Trustee in
writing of the appointment, and the Trustee may assume such
appointment continues in effect until written notice to the
contrary is given by Amoco.
14.3 Administration of Plan. The Plan Administrator and
Amoco will have all powers and authority necessary and
appropriate to carry out its responsibilities as provided in the
Plan and agreed upon in the Administrative and Recordkeeping
Services Agreement with respect to the operation and
administration of the Plan. All determinations and actions of
the Plan Administrator and Amoco will be conclusive and binding
upon all persons, except as otherwise provided herein or by law,
and except that the Plan Administrator and Amoco may revoke or
modify a determination or action previously made in error. The
Plan Administrator and Amoco will exercise all powers and
authority given to it in a nondiscriminatory manner.
14.4 Reporting and Disclosure. The Plan Administrator
and Amoco, as agreed upon in the Administrative and Recordkeeping
Services Agreement, will prepare, file, submit, distribute or
make available any plan descriptions, reports, statements, forms
72<PAGE>
<PAGE>
11/29/94
or other information to any government agency, Employees, former
Employees, or Beneficiary as may be required by law or by the
Plan.
14.5 Records. The Plan Administrator will record its
acts and decisions, and keep all data, records, books of account
and instruments pertaining to plan administration, which will be
subject to inspection or audit by Amoco at any time. The
Employer will supply all information required by the Plan
Administrator to administer the Plan, and the Plan Administrator
may rely upon the accuracy of such information.
14.6 Claims Review Procedure. Any request for benefits
(the "claim") by a Participant or his Beneficiary (the
"claimant") will be filed in writing with the Plan Administrator.
Within a reasonable period after receipt of a claim, the Plan
Administrator will provide written notice to any claimant whose
claim has been wholly or partly denied, including: (a) the
reasons for the denial, (b) the Plan provisions on which the
denial is based, (c) any additional material or information
necessary to perfect the claim and the reasons why it is
necessary, and (d) the Plan's claims review procedure. The
claimant will be given a full and fair review in writing within a
reasonable period after notification of the denial. The claimant
may review pertinent documents and may submit issues and comments
orally, in writing, or both. The Plan Administrator will render
its decision or review properly and in writing and will include
73<PAGE>
<PAGE>
11/29/94
specific reasons for the decision and reference to the Plan
provisions on which the decision is based. The Participant may
appeal the Plan Administrator's decision by making such appeal in
writing filed with Amoco (Senior Vice President - Human
Resources) within 60 days after his receipt of the Plan
Administrator's decision. Amoco shall resolve such appeals.
14.7 Administrative Discretion; Final Authority.
(a) The Plan Administrator, and Amoco with regard
to the handling of appeals, shall have the exclusive
discretionary authority to interpret the Plan and to decide any
and all matters arising hereunder, including without limitation
the right to remedy possible ambiguities, inconsistencies, or
omissions by general rule or particular decision; provided that
all such interpretations and decisions shall be applied in a
uniform and nondiscriminatory manner to all Participants and
beneficiaries who are similarly situated. The Plan Administrator
and Amoco with regard to Plan appeals shall determine
conclusively for all parties all questions arising out of the
interpretation or administration of the Plan.
(b) The Plan Administrator may delegate authority
with respect to certain matters, and the Plan Administrator may
allocate its responsibilities among Amoco employees.
(c) To the extent that the Plan Administrator
properly delegates or allocates administrative powers or duties
to any other individual or entity, such individual or entity
74<PAGE>
<PAGE>
11/29/94
shall have exclusive discretionary authority, as described in
subsection 14.7(a), to exercise such powers or duties.
75<PAGE>
<PAGE>
11/29/94
ARTICLE XV
PARTICIPATING EMPLOYERS
15.1 Adoption by Other Employers.
Notwithstanding anything herein to the contrary,
with the consent of Amoco, any other entity may adopt this Plan
and all of the provisions hereof, and participate herein and be
known as a participating Employer, by a properly executed
Participation Agreement or other documentation evidencing said
intent and will of such participating Employer. A Participation
Agreement may contain terms and conditions approved by Amoco that
apply only to such participating Employer and shall constitute an
amendment of the Plan.
15.2 Designation of Agent.
Each participating Employer shall be deemed a part
of this Plan; provided, however, that with respect to all of its
relations with the Trustee and Plan Administrator for the purpose
of this Plan, each participating Employer shall be deemed to have
designated irrevocably Amoco as its agent.
15.3 Employee Transfers.
It is anticipated that an Employee may be
transferred between participating Employers and non-participating
Affiliated Companies. No such transfer shall effect a
termination of employment hereunder for purposes of Section 10.
15.4 Discontinuance of Participation.
76<PAGE>
<PAGE>
11/29/94
Any participating Employer shall be permitted to
discontinue or revoke its participation in the Plan with a
properly executed document filed with Amoco and with the consent
of Amoco.
15.5 Participating Employer Contribution for Affiliate.
If any participating Employer is prevented in whole or in part
from making a contribution to the Trust Fund which it would
otherwise have made under the Plan for any reason, then, pursuant
to Code Section 404(a)(3)(B), so much of the contribution which
such participating Employer was so prevented from making may be
made, for the benefit of the participating Employees of such
participating Employer, by the other participating Employers who
are members of the same affiliated group within the meaning of
Code Section 1504.
77<PAGE>
<PAGE>
11/29/94
ARTICLE XVI
MISCELLANEOUS
16.1 Qualified Domestic Relations Orders.
(a) A Qualified Domestic Relations Order (QDRO) is
a judgment, decree, or order which meets the requirements of Code
Section 414(p). An alternate payee is an individual named in the
QDRO who is to receive some or all of the Participant's benefits.
(b) Upon receipt of written directions from Amoco
that a Participant's Accounts could be subject to a QDRO the Plan
Administrator will prohibit such Participant from transferring
assets amongst Investment Funds, making any type of withdrawal
and making a loan. The Plan Administrator shall prohibit the
above transactions until directed otherwise in writing by Amoco.
(c) A payment to an alternate payee shall be in
cash and in a single sum immediately after Amoco directs the Plan
Administrator in writing, even if the Participant is not
otherwise eligible for an immediate distribution.
16.2 Nonalienation of Benefits. No benefit, right or
interest hereunder of any person will be subject to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance or
charge, or to seizure, attachment or other legal, equitable or
other process, or be liable for, or subject to, the debts,
liabilities or other obligations of such person, except that
Amoco may prescribe rules for the payment of benefits in
78<PAGE>
<PAGE>
11/29/94
accordance with Qualified Domestic Relations Orders as defined in
Section 16.1.
16.3 Payment of Minors and Incompetents. If the Plan
Administrator or Amoco deems any person incapable of giving a
binding receipt for benefit payments because of his minority,
illness, infirmity or other incapacity, it may direct payment
directly for the benefit of such person, or to any person
selected by Amoco to disburse it. Such payment, to the extent
thereof, will discharge all liability for such payment under the
Plan.
16.4 Current Address of Payee. Any person entitled to
benefits is responsible for keeping Amoco informed of his current
address at all times. The Plan Administrator, the Trustee and
Amoco have no obligation to locate such person, and will be fully
protected if all payments and communications are mailed to his
last known address, or are withheld pending receipt of proof of
his current address and proof that he is alive. If payments are
withheld and after reasonable efforts, the Plan Administrator or
Amoco cannot locate a former Participant (or Beneficiary) within
a reasonable time, but in any event not later than 4 years, the
amount of the Participant's Accounts shall be forfeited and shall
be reapplied in such a way as to reduce succeeding Company
Matching Contributions under the Plan; provided, however, that if
such former Participant (or Beneficiary) subsequently files a
claim for benefits with the Plan Administrator or Amoco with
79<PAGE>
<PAGE>
11/29/94
respect to his Account balances under the Plan, his Accounts
shall be restored to the value previously forfeited (and without
interest) from such Accounts.
16.5 Disputes over Entitlement to Benefits. If two or
more persons claim entitlement to payment of the same benefit
hereunder, the Plan Administrator as directed by Amoco, may
withhold payment of such benefit until the dispute has been
determined by a court of competent jurisdiction or has been
settled by the persons concerned.
16.6 Payment of Benefits. Unless he elects otherwise, a
Participant's benefit payments under the Plan will begin no later
than 60 days after the close of the Plan Year in which the latest
of the following dates occurs: (a) the date he terminates
service with his Employer; (b) his 65th birthday; or (c) the
tenth anniversary of the year in which he began participating in
the Plan.
16.7 Top-Heavy Plan Provisions.
(a) Applicability of Section. This section is
included in the Plan to meet the requirements of Code
Section 416, and the provisions of this section will be operative
only if, when and to the extent that Code Section 416 applies to
the Plan. At such time as the requirements of Code Section 416
apply to the Plan because the Plan is top-heavy as defined in
subsection (b)(i) below, the provisions of this section will
apply and will govern over contrary provisions of the Plan.
80<PAGE>
<PAGE>
11/29/94
(b) Definitions.
(i) The Plan will be top-heavy for a Plan
Year if, as of the determination date, the sum of (A) the
aggregate amount in the accounts of Participants who are key
employees (including all defined contributions plans within the
required or permissive aggregation group) and (B) the aggregate
present value of cumulative accrued benefits of Participants who
are key employees (including all defined benefit plans within
such group), exceeds 60 percent of such amount determined for all
participants in all such plans.
In determining the amounts in Participants'
Accounts and present values of the accrued benefits under the
preceding two paragraphs, (1) the present value of accrued
benefits will be based on the actuarial assumptions used to
determine the minimum funding requirements of Code
Section 412(b); if there is more than one defined benefit plan in
the aggregation group, each plan will use the same actuarial
assumption for purpose of the top heavy test, as determined by
the actuary; (2) distributions made during the five years ending
on the determination date will be taken into account; (3)
rollover contributions will be taken into account only to the
extent provided in regulations under Code Section 416(g)(4)(A);
(4) account balances and accrued benefit values of a person who
was but no longer is a key employee will be disregarded; and
(5) account balances and accrued benefit values of any individual
81<PAGE>
<PAGE>
11/29/94
who has not performed any services for the employer at any time
during the five years ending on the determination date will be
disregarded.
(ii) The determination date for purposes of
determining whether the Plan is top-heavy under subsection (i)
for a particular Plan Year is the last day of the preceding Plan
Year, except that in the case of the first Plan Year of any Plan,
the determination date is the last day of such Plan Year.
(iii) A key employee is any Employee or former
Employee who has satisfied Section 3.2 (including a Beneficiary
of such an employee) and who at any time during the Plan Year or
any of the four preceding plan Years was:
(A) an officer of the Employer or an
Affiliated Employer having annual compensation greater than 50%
of the amount in effect under Section 415(b)(1)(A) of the Code
for such Plan Year (but no more than 50 Employees will be taken
into account under this subsection (A) as key employees);
(B) One of the 10 Employees owning (or
considered as owning within the meaning of Code Section 318) the
largest interests in the Employer or Affiliated Employer but only
if such Employee's compensation for such plan year exceeds the
amount specified in Code Section 415(c)(1)(A). For purposes of
the preceding sentence, if two Employees have the same interest
in the Employer or Affiliated Employer, the Employee having
82<PAGE>
<PAGE>
11/29/94
greater annual compensation from the Employer or an Affiliated
Employer shall be treated as having a larger interest;
(C) a person owning (or considered as
owning within the meaning of Code Section 318) more than 5% of
the outstanding stock of the employee or affiliated employer or
stock possessing more than 5% of the total combined voting power
of all such stock; or
(D) a person who has annual
compensation from the Employer or an Affiliated Employer of more
than $150,000 and who would be described in subsection (C) above
if 1% were substituted for 5%.
For purposes of applying Code
Section 318 to the provisions of this subsection (iii),
subparagraph (c) of Code Section 318(a)(2) will be applied by
substituting "five percent" for "50 percent." In addition, the
rules of Code Section 414(b), (c), (m) and (o) will not apply for
purposes of determining ownership under subsections (C) and (D)
above.
(iv) A non-key employee is an Employee who
has satisfied Section 3.2 (including a beneficiary of such
employee) and who is not a key employee under subsection (iii)
above.
(v) A required aggregation group includes
all qualified plans of the Employer or an Affiliated Employer in
which a key employee participates, including a terminated plan,
83<PAGE>
<PAGE>
11/29/94
and each other qualified plan of the Employer or an Affiliated
Employer that enables any of such plans to meet the requirements
of Section 401(a)(4) or Section 410 of the Code. A permissive
aggregation group includes (in addition to plans in a required
aggregation group) any plan which Amoco designates for inclusion
provided that inclusion of such plan does not cause the group to
fail the requirements of Section 401(a)(4) and Section 410 of the
Code.
(c) Minimum Contribution. For any Plan Year in
which the Plan is top-heavy, the Employer will make a minimum
contribution on behalf of each non-key employee who has satisfied
the requirements of Section 3.2 (and who is therefore eligible to
make Savings Contributions) and who is employed on the last day
of the Plan Year. The minimum contribution will be 3% of his
total compensation (as defined in Section 6.6) or, if less, the
percentage for such Plan Year under this Plan (and any other
defined contribution plan included in an aggregation group with
this Plan) on behalf of the key employee for whom such percentage
is the highest. In the case of a non-key employee who
participates in a qualified defined benefit plan sponsored by the
Employer, the minimum contribution shall be 5% of his total
compensation (as defined in Section 6.6).
84<PAGE>
<PAGE>
11/29/94
16.8 Rules of Construction.
(a) A word or phase defined or explained in any
section or article has the same meaning throughout the Plan
unless the context indicates otherwise.
(b) Where the context so requires, the masculine
includes the feminine, the singular includes the plural, and the
plural includes the singular.
(c) Unless the context indicates otherwise, the
words "herein," "hereof," "hereunder," and words of similar
import refer to the Plan as a whole and not only to the section
in which they appear.
16.9 Text Controls. Headings and titles are for
convenience only and the text will control in all matters.
16.10 Applicable State Law. To the extent that state law
applies the provisions of the Plan will be construed, enforced
and administered according to the laws of the State of Illinois.
16.11 Plan Administration Expenses. All reasonable Plan
administration expenses shall be paid out of the Trust Fund;
provided that the obligation of the Trust Fund to pay such
expenses shall cease to exist to the extent such expenses are
paid by an Employer or are paid to the Trust Fund as a
reimbursement by an Employer. This provision shall be deemed to
apply to any contract or arrangement to provide for expenses of
plan administration without regard to whether or not the
signatory or party to such contract or arrangement is, as a
85<PAGE>
<PAGE>
11/29/94
matter of administrative convenience, an Employer. Any
reasonable plan administration expense paid to the Trust Fund by
an Employer as a reimbursement shall not be considered an
Employer contribution and shall not be credited to Participants'
Accounts. The Plan Administrator shall only direct the Trustee
to pay Plan administration expenses from the Trust Fund upon the
written direction of Amoco.
16.12 Voting and Tendering of Amoco Stock.
(a) For the purposes of voting or responding to
bona fide offers with respect to the Amoco Corporation Stock held
by the Plan, each Participant and Beneficiary of a deceased
Participant whose Accounts are invested in whole or in part in
the Amoco Stock Fund shall be a "named fiduciary" within the
meaning of Section 403(a)(1) of ERISA. The Trustee shall follow
the proper instructions, which instructions shall be held by the
Trustee in strict confidence, of the Participants and
Beneficiaries with respect to such Amoco Corporation stock in the
manner described in this Section 16.12.
(b) Before each annual or special meeting of Amoco
Corporation, there shall be sent to each Participant and
Beneficiary to whom Amoco Corporation stock is allocated a copy
of the proxy solicitation material for the meeting, together with
a form requesting instructions to the Trustee on how to vote the
Amoco Corporation stock allocated to his Accounts. Upon receipt
86<PAGE>
<PAGE>
11/29/94
of such instructions, the Trustee shall vote the Amoco
Corporation stock as instructed.
(c) The Trustee shall vote Amoco Corporation stock
for which no voting instructions are timely received to the
extent required by law in its uncontrolled discretion.
(d) In the event that a bona fide offer (such as a
tender offer or exchange offer) shall be made to acquire any
Amoco Corporation Employer stock held by the Trustee, each
Participant or Beneficiary of a deceased Participant shall be
entitled to direct the Trustee as to the disposition of the Amoco
Corporation stock (including fractional shares) allocated to his
Accounts, and to direct the Trustee to take other solicited
action on his behalf (including the voting of such Stock) with
respect to the Amoco Corporation stock allocated to this account.
Amoco, with the cooperation of the Trustee, shall use its best
efforts to provide each Participant or Beneficiary to whom this
paragraph may apply with a copy of any offer solicitation
material generally available to members of the public who hold
the Amoco Corporation stock affected by the offer, or with such
other written information as the offeror may provide. Such
material shall be provided with a form requesting instructions to
the Trustee as to the disposition under the offer of the Amoco
Corporation stock allocated to each Account. Upon receipt of
such instructions from the Participant or Beneficiary, the
Trustee shall respond to the offer in accordance with such
87<PAGE>
<PAGE>
11/29/94
instructions with respect to the Amoco Corporation stock
allocated to the Account.
(e) The Trustee shall respond to the offer
described in subsection (d) with respect to Amoco Corporation
stock for which no instructions are timely received to the extent
required by law in its uncontrolled discretion.
16.13 Transfer of Abandoned ESOP Assets to Plan.
Effective November 30, 1989 the abandoned property in the Amoco
Corporation Employee Stock Ownership Plan ("ESOP") was
transferred to the Plan's abandoned property account.
Notwithstanding anything in the Plan to the contrary the
following shall apply. The assets transferred from the ESOP
shall remain in the Plan's abandoned property account until
December 31, 1990 and any remaining assets shall be forfeited on
January 1, 1991. If the ESOP Plan Administrator determines an
individual has a valid claim for benefits under the ESOP he shall
instruct the Plan Administrator in writing to distribute the
benefits. Such distribution will be made from the abandoned
property account, then the forfeiture account if necessary and
then from additional employer contributions if necessary.
16.14 Severability. If any provision of this Plan shall be held
illegal or invalid for any reason, said illegality or invalidity
shall not affect the remaining parts of this Plan, but this Plan
shall be construed and enforced as if said illegal or invalid
provision had never been included herein.
88<PAGE>
<PAGE>
11/29/94
I, R. W. Anderson, Senior Vice President of Amoco Corporation,
pursuant to the resolutions adopted by the Board of Directors of
Amoco Corporation of September 27, 1994, which delegated various
powers relating to employee benefits plans to the Senior Vice
President (Human Resources) of Amoco Corporation approve and
adopt this official text of the Amoco Employee Savings Plan as
Amended and Restated November, 1994, effective January 1, 1989
except as otherwise provided in the Plan.
Dated this 29 day of Nov, 1994
R. W. Anderson
Senior Vice President, Amoco Corporation
As aforesaid
89<PAGE>
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February 22, 1994
appearing on page 33 of Amoco Corporation's Annual Report on Form 10-K
for the year ended December 31, 1993. We also consent to the
incorporation by reference of our report dated June 15, 1994 appearing
on page 3 of the Annual Report of the Amoco Employee Savings Plan on
Form 11-K for the year ended December 31, 1993.
PRICE WATERHOUSE LLP
Chicago, Illinois
March 13, 1995<PAGE>
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints H. L. Fuller, P. J. Early, L. D. Thomas and J. L. Carl, and
each of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign
(i) any and all Amoco Corporation registration statements and amendments
thereto relating to issuance, through or in connection with employee
benefit plans, of Amoco Corporation common stock and plan interests, and
(ii) annual reports of Amoco Corporation on Form 10-K, for any fiscal
year, and (iii) any and all amendments to Registration Statements Nos.
33-11635 and 33-22897 on Form S-3, and to file the same with the
Securities and Exchange Commission, with all exhibits thereto, and all
other documents as may be necessary or appropriate in connection
therewith, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing which said
attorneys and agents, or any of them, deem advisable to enable Amoco
Corporation to comply with the federal or state securities laws, and any
requirements or regulations in respect thereto, as fully to all intents
and purposes as he or she might or could do in person, and the
undersigned does hereby ratify and confirm all that said attorney-in-
fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney on the 20th day of April, 1994.
Donald R. Beall
Signature
Donald R. Beall
Print Name<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, P. J. Early, L. D. Thomas and J. L. Carl, and each
of them, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign (i) any and all
Amoco Corporation registration statements and amendments thereto relating
to issuance, through or in connection with employee benefit plans, of
Amoco Corporation common stock and plan interests, and (ii) annual reports
of Amoco Corporation on Form 10-K, for any fiscal year, and (iii) any and
all amendments to Registration Statements Nos. 33-11635 and 33-22897 on
Form S-3, and to file the same with the Securities and Exchange
Commission, with all exhibits thereto, and all other documents as may be
necessary or appropriate in connection therewith, granting unto said
attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing which said attorneys and agents, or any of
them, deem advisable to enable Amoco Corporation to comply with the
federal or state securities laws, and any requirements or regulations in
respect thereto, as fully to all intents and purposes as he or she might
or could do in person, and the undersigned does hereby ratify and confirm
all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney on the 18th day of April, 1994.
Ruth Block
Signature
Ruth Block
Print Name<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, P. J. Early, L. D. Thomas and J. L. Carl, and each
of them, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign (i) any and all
Amoco Corporation registration statements and amendments thereto relating
to issuance, through or in connection with employee benefit plans, of
Amoco Corporation common stock and plan interests, and (ii) annual reports
of Amoco Corporation on Form 10-K, for any fiscal year, and (iii) any and
all amendments to Registration Statements Nos. 33-11635 and 33-22897 on
Form S-3, and to file the same with the Securities and Exchange
Commission, with all exhibits thereto, and all other documents as may be
necessary or appropriate in connection therewith, granting unto said
attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing which said attorneys and agents, or any of
them, deem advisable to enable Amoco Corporation to comply with the
federal or state securities laws, and any requirements or regulations in
respect thereto, as fully to all intents and purposes as he or she might
or could do in person, and the undersigned does hereby ratify and confirm
all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney on the 20 day of April, 1994.
John H. Bryan
Signature
John H. Bryan
Print Name<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, P. J. Early, L. D. Thomas and J. L. Carl, and each
of them, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign (i) any and all
Amoco Corporation registration statements and amendments thereto relating
to issuance, through or in connection with employee benefit plans, of
Amoco Corporation common stock and plan interests, and (ii) annual reports
of Amoco Corporation on Form 10-K, for any fiscal year, and (iii) any and
all amendments to Registration Statements Nos. 33-11635 and 33-22897 on
Form S-3, and to file the same with the Securities and Exchange
Commission, with all exhibits thereto, and all other documents as may be
necessary or appropriate in connection therewith, granting unto said
attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing which said attorneys and agents, or any of
them, deem advisable to enable Amoco Corporation to comply with the
federal or state securities laws, and any requirements or regulations in
respect thereto, as fully to all intents and purposes as he or she might
or could do in person, and the undersigned does hereby ratify and confirm
all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney on the 15th day of April, 1994.
John L. Carl
Signature
John L. Carl
Print Name<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, P. J. Early, L. D. Thomas and J. L. Carl, and each
of them, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign (i) any and all
Amoco Corporation registration statements and amendments thereto relating
to issuance, through or in connection with employee benefit plans, of
Amoco Corporation common stock and plan interests, and (ii) annual reports
of Amoco Corporation on Form 10-K, for any fiscal year, and (iii) any and
all amendments to Registration Statements Nos. 33-11635 and 33-22897 on
Form S-3, and to file the same with the Securities and Exchange
Commission, with all exhibits thereto, and all other documents as may be
necessary or appropriate in connection therewith, granting unto said
attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing which said attorneys and agents, or any of
them, deem advisable to enable Amoco Corporation to comply with the
federal or state securities laws, and any requirements or regulations in
respect thereto, as fully to all intents and purposes as he or she might
or could do in person, and the undersigned does hereby ratify and confirm
all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney on the 18 day of April, 1994.
Erroll B. Davis, Jr.
Signature
Erroll B. Davis, Jr.
Print Name<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, P. J. Early, L. D. Thomas and J. L. Carl, and each
of them, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign (i) any and all
Amoco Corporation registration statements and amendments thereto relating
to issuance, through or in connection with employee benefit plans, of
Amoco Corporation common stock and plan interests, and (ii) annual reports
of Amoco Corporation on Form 10-K, for any fiscal year, and (iii) any and
all amendments to Registration Statements Nos. 33-11635 and 33-22897 on
Form S-3, and to file the same with the Securities and Exchange
Commission, with all exhibits thereto, and all other documents as may be
necessary or appropriate in connection therewith, granting unto said
attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing which said attorneys and agents, or any of
them, deem advisable to enable Amoco Corporation to comply with the
federal or state securities laws, and any requirements or regulations in
respect thereto, as fully to all intents and purposes as he or she might
or could do in person, and the undersigned does hereby ratify and confirm
all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney on the 25th day of April, 1994.
Richard Ferris
Signature
Richard J. Ferris
Print Name<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, P. J. Early, L. D. Thomas and J. L. Carl, and each
of them, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign (i) any and all
Amoco Corporation registration statements and amendments thereto relating
to issuance, through or in connection with employee benefit plans, of
Amoco Corporation common stock and plan interests, and (ii) annual reports
of Amoco Corporation on Form 10-K, for any fiscal year, and (iii) any and
all amendments to Registration Statements Nos. 33-11635 and 33-22897 on
Form S-3, and to file the same with the Securities and Exchange
Commission, with all exhibits thereto, and all other documents as may be
necessary or appropriate in connection therewith, granting unto said
attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing which said attorneys and agents, or any of
them, deem advisable to enable Amoco Corporation to comply with the
federal or state securities laws, and any requirements or regulations in
respect thereto, as fully to all intents and purposes as he or she might
or could do in person, and the undersigned does hereby ratify and confirm
all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney on the 20th day of April, 1994.
H. Laurance Fuller
Signature
H. Laurance Fuller
Print Name<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, P. J. Early, L. D. Thomas and J. L. Carl, and each
of them, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign (i) any and all
Amoco Corporation registration statements and amendments thereto relating
to issuance, through or in connection with employee benefit plans, of
Amoco Corporation common stock and plan interests, and (ii) annual reports
of Amoco Corporation on Form 10-K, for any fiscal year, and (iii) any and
all amendments to Registration Statements Nos. 33-11635 and 33-22897 on
Form S-3, and to file the same with the Securities and Exchange
Commission, with all exhibits thereto, and all other documents as may be
necessary or appropriate in connection therewith, granting unto said
attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing which said attorneys and agents, or any of
them, deem advisable to enable Amoco Corporation to comply with the
federal or state securities laws, and any requirements or regulations in
respect thereto, as fully to all intents and purposes as he or she might
or could do in person, and the undersigned does hereby ratify and confirm
all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney on the 26th day of July, 1994.
F. A. Maljers
Signature
F. A. Maljers
Print Name<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, P. J. Early, L. D. Thomas and J. L. Carl, and each
of them, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign (i) any and all
Amoco Corporation registration statements and amendments thereto relating
to issuance, through or in connection with employee benefit plans, of
Amoco Corporation common stock and plan interests, and (ii) annual reports
of Amoco Corporation on Form 10-K, for any fiscal year, and (iii) any and
all amendments to Registration Statements Nos. 33-11635 and 33-22897 on
Form S-3, and to file the same with the Securities and Exchange
Commission, with all exhibits thereto, and all other documents as may be
necessary or appropriate in connection therewith, granting unto said
attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing which said attorneys and agents, or any of
them, deem advisable to enable Amoco Corporation to comply with the
federal or state securities laws, and any requirements or regulations in
respect thereto, as fully to all intents and purposes as he or she might
or could do in person, and the undersigned does hereby ratify and confirm
all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney on the 18 day of April, 1994.
Robert H. Malott
Signature
Robert H. Malott
Print Name<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, P. J. Early, L. D. Thomas and J. L. Carl, and each
of them, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign (i) any and all
Amoco Corporation registration statements and amendments thereto relating
to issuance, through or in connection with employee benefit plans, of
Amoco Corporation common stock and plan interests, and (ii) annual reports
of Amoco Corporation on Form 10-K, for any fiscal year, and (iii) any and
all amendments to Registration Statements Nos. 33-11635 and 33-22897 on
Form S-3, and to file the same with the Securities and Exchange
Commission, with all exhibits thereto, and all other documents as may be
necessary or appropriate in connection therewith, granting unto said
attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing which said attorneys and agents, or any of
them, deem advisable to enable Amoco Corporation to comply with the
federal or state securities laws, and any requirements or regulations in
respect thereto, as fully to all intents and purposes as he or she might
or could do in person, and the undersigned does hereby ratify and confirm
all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney on the 26th day of July, 1994.
W. E. Massey
Signature
W. E. Massey
Print Name<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, P. J. Early, L. D. Thomas and J. L. Carl, and each
of them, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign (i) any and all
Amoco Corporation registration statements and amendments thereto relating
to issuance, through or in connection with employee benefit plans, of
Amoco Corporation common stock and plan interests, and (ii) annual reports
of Amoco Corporation on Form 10-K, for any fiscal year, and (iii) any and
all amendments to Registration Statements Nos. 33-11635 and 33-22897 on
Form S-3, and to file the same with the Securities and Exchange
Commission, with all exhibits thereto, and all other documents as may be
necessary or appropriate in connection therewith, granting unto said
attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing which said attorneys and agents, or any of
them, deem advisable to enable Amoco Corporation to comply with the
federal or state securities laws, and any requirements or regulations in
respect thereto, as fully to all intents and purposes as he or she might
or could do in person, and the undersigned does hereby ratify and confirm
all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney on the 18th day of April, 1994.
J. R. Reid
Signature
J. R. Reid
Print Name<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, P. J. Early, L. D. Thomas and J. L. Carl, and each
of them, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign (i) any and all
Amoco Corporation registration statements and amendments thereto relating
to issuance, through or in connection with employee benefit plans, of
Amoco Corporation common stock and plan interests, and (ii) annual reports
of Amoco Corporation on Form 10-K, for any fiscal year, and (iii) any and
all amendments to Registration Statements Nos. 33-11635 and 33-22897 on
Form S-3, and to file the same with the Securities and Exchange
Commission, with all exhibits thereto, and all other documents as may be
necessary or appropriate in connection therewith, granting unto said
attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing which said attorneys and agents, or any of
them, deem advisable to enable Amoco Corporation to comply with the
federal or state securities laws, and any requirements or regulations in
respect thereto, as fully to all intents and purposes as he or she might
or could do in person, and the undersigned does hereby ratify and confirm
all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney on the 26th day of April, 1994.
Martha R. Seger
Signature
Martha R. Seger
Print Name<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, P. J. Early, L. D. Thomas and J. L. Carl, and each
of them, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign (i) any and all
Amoco Corporation registration statements and amendments thereto relating
to issuance, through or in connection with employee benefit plans, of
Amoco Corporation common stock and plan interests, and (ii) annual reports
of Amoco Corporation on Form 10-K, for any fiscal year, and (iii) any and
all amendments to Registration Statements Nos. 33-11635 and 33-22897 on
Form S-3, and to file the same with the Securities and Exchange
Commission, with all exhibits thereto, and all other documents as may be
necessary or appropriate in connection therewith, granting unto said
attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing which said attorneys and agents, or any of
them, deem advisable to enable Amoco Corporation to comply with the
federal or state securities laws, and any requirements or regulations in
respect thereto, as fully to all intents and purposes as he or she might
or could do in person, and the undersigned does hereby ratify and confirm
all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney on the 25th day of April, 1994.
L. D. Thomas
Signature
L. D. Thomas
Print Name<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, P. J. Early, L. D. Thomas and J. L. Carl, and each
of them, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign (i) any and all
Amoco Corporation registration statements and amendments thereto relating
to issuance, through or in connection with employee benefit plans, of
Amoco Corporation common stock and plan interests, and (ii) annual reports
of Amoco Corporation on Form 10-K, for any fiscal year, and (iii) any and
all amendments to Registration Statements Nos. 33-11635 and 33-22897 on
Form S-3, and to file the same with the Securities and Exchange
Commission, with all exhibits thereto, and all other documents as may be
necessary or appropriate in connection therewith, granting unto said
attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing which said attorneys and agents, or any of
them, deem advisable to enable Amoco Corporation to comply with the
federal or state securities laws, and any requirements or regulations in
respect thereto, as fully to all intents and purposes as he or she might
or could do in person, and the undersigned does hereby ratify and confirm
all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney on the 12th day of April, 1994.
Michael Wilson
Signature
Michael Wilson
Print Name<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, P. J. Early, L. D. Thomas and J. L. Carl, and each
of them, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign (i) any and all
Amoco Corporation registration statements and amendments thereto relating
to issuance, through or in connection with employee benefit plans, of
Amoco Corporation common stock and plan interests, and (ii) annual reports
of Amoco Corporation on Form 10-K, for any fiscal year, and (iii) any and
all amendments to Registration Statements Nos. 33-11635 and 33-22897 on
Form S-3, and to file the same with the Securities and Exchange
Commission, with all exhibits thereto, and all other documents as may be
necessary or appropriate in connection therewith, granting unto said
attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing which said attorneys and agents, or any of
them, deem advisable to enable Amoco Corporation to comply with the
federal or state securities laws, and any requirements or regulations in
respect thereto, as fully to all intents and purposes as he or she might
or could do in person, and the undersigned does hereby ratify and confirm
all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney on the 18th day of April, 1994.
Richard D. Wood
Signature
Richard D. Wood
Print Name<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, P. J. Early, L. D. Thomas and J. L. Carl, and each
of them, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign (i) any and all
Amoco Corporation registration statements and amendments thereto relating
to issuance, through or in connection with employee benefit plans, of
Amoco Corporation common stock and plan interests, and (ii) annual reports
of Amoco Corporation on Form 10-K, for any fiscal year, and (iii) any and
all amendments to Registration Statements Nos. 33-11635 and 33-22897 on
Form S-3, and to file the same with the Securities and Exchange
Commission, with all exhibits thereto, and all other documents as may be
necessary or appropriate in connection therewith, granting unto said
attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing which said attorneys and agents, or any of
them, deem advisable to enable Amoco Corporation to comply with the
federal or state securities laws, and any requirements or regulations in
respect thereto, as fully to all intents and purposes as he or she might
or could do in person, and the undersigned does hereby ratify and confirm
all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney on the 25th day of April, 1994.
Patrick J. Early
Signature
Patrick J. Early
Print Name<PAGE>
