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As filed with the Securities and Exchange Commission on
December 19, 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 FABRICS AND FIBERS COMPANY
SALARIED 401(k) SAVINGS PLAN
(Full title of the Plan)
P. A. Brandin, 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 Amount offering aggregate
to be to be price offering Amount of
registered registered per price registration
(1) (2) share(3) (3) fee(3)
Common Stock,
without par 300,000
value . . . . shares $70.5625 $21,168,750 $7,300
(1) 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 Fabrics and Fibers Company Salaried
401(k) Savings Plan (the "Plan").
(2) Pursuant to Rule 416(a) under the Securities Act of
1933, as amended, this Registration Statement also
registers such 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 December 15, 1995.
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AMOCO CORPORATION
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Amoco Corporation, an
Indiana corporation (the "Company") with the Securities and
Exchange Commission are incorporated herein by reference:
(a) (I) Annual Report of the Company on Form 10-K for
the year ended December 31, 1994;
(ii) Current Reports on Form 8-K of the Company
filed on April 5, and April 13, 1995;
(iii)Quarterly Report of the Company on Form 10-Q
for the quarter ended March 31, 1995;
(iv) Quarterly Report of the Company on Form 10-Q
for the quarter ended June 30, 1995; and
(v) Quarterly Report of the Company on Form 10-Q
for the quarter ended September 30, 1995.
(b) All other reports filed by the Company pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended ("Exchange Act") since the end of the fiscal
year covered by the annual reports or referred to in (a)
above.
(c) The description of the Company's common stock, no
par value, contained in a registration statement filed by the
Company under Section 12 of the Exchange Act, including any
amendments or reports filed for the purpose of updating such
description.
All reports subsequently filed by the Company or the
Amoco Fabrics and Fibers Company Salaried 401(k) Savings Plan
(the "Plan") pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the
date of filing such documents.
Item 5. Interests of Named Experts and Counsel
The legality of the securities to which this
Registration Statement relates has been passed on by Jane E.
Klewin, Attorney, Amoco Corporation.
Item 6. Indemnification of Directors and Officers
Article VIII of the Company's By-laws provides for
indemnification of officers, directors and others to the
extent permitted by the Indiana Business Corporation Law.
The Company maintains insurance policies under which
officers, directors and others may be indemnified against
certain losses arising from certain claims under the
Securities Act of 1933, as amended (the "Act").
Item 8. Exhibits
(4)(a)&(b)Official Text of Amoco Fabrics and Fibers
Company Salaried 401(k) Savings Plan and
Master Trust Agreement (effective
January 1, 1996)(filed herewith).
(5) Opinion of Jane E. Klewin, including the
consent of such counsel (filed herewith).
(23) Consent of Price Waterhouse (filed herewith).
(24) Powers of Attorney (incorporated by
reference).
Item 9. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to the
registration statement;
(i) To include any prospectus required by Section
10(a)(3) of the Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (i) and (ii) do not
apply if the registration statement is on Form S-8 and the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(4) 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 Plan.
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Act, each
filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising under
the Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection
with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of
such issue.
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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
December 19, 1995.
AMOCO CORPORATION
Registrant
By: JOHN L. CARL
John L. Carl, Executive Vice President
and Chief Financial Officer
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 December
19, 1995.
Signatures Titles
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
J. R. Reid (Principal Accounting Officer)
L. D. THOMAS* Vice Chairman and Director
L. D. Thomas
DONALD R. BEALL* Director
Donald R. Beall
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 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
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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 Chicago, and the State of
Illinois, on December 19, 1995.
Amoco Fabrics and Fibers Company
Salaried 401(k) Savings Plan
By: Amoco Corporation
Plan Administrator
By: P. J. CLAYTON
P. J. Clayton, Assistant
Corporate Secretary
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INDEX TO EXHIBITS
Exhibit Sequentially
Number Exhibit Numbered Page
(4)(a)&(b)Official Text of Amoco Fabrics and
Fibers Company Salaried 401(k)
Savings Plan and Master Trust
Agreement
(5) Opinion of J. E. Klewin, including
consent
(23) Consent of Price Waterhouse
(24) Powers of Attorney are incorporated
herein by reference to Exhibit 24
to the registrant's Form S-8
Registration Statement filed March 14,
1995 (No. 33-58063).
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Exhibit 4 (A)
AMOCO FABRICS AND FIBERS COMPANY
SALARIED 401(k) SAVINGS PLAN
Effective January 1, 1996
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AMOCO FABRICS AND FIBERS COMPANY
SALARIED 401(k) SAVINGS PLAN
TABLE OF CONTENTS
Page
I INTRODUCTION
1.1 Effective Date 1
1.2 Compliance with Code and ERISA 1
1.3 Exclusive Benefit of Participants 1
1.4 Limitation on Rights Created by Plan 1
1.5 Application of Plan's Terms 1
1.6 Benefits Not Guaranteed 2
II DEFINITIONS
2.1 Affiliated Company 3
2.2 Amoco 3
2.3 Amoco Corporation 3
2.4 Applicable Compensation 3
2.5 Beneficiary 4
2.6 Casual Employee 4
2.7 Code 4
2.8 Employer 4
2.9 Entry Date 4
2.10 ERISA 4
2.11 Highly-Compensated Employee 4
2.12 Hour of Service 6
2.13 Hourly Employee 6
2.14 Part-Time Employee 6
2.15 Participant 6
2.16 Plan 7
2.17 Plan Year 7
2.18 Pre-Tax Contributions 7
2.19 Regular Employee 7
2.20 Salaried Employee 7
2.21 Spouse. 7
2.22 Temporary Employee 7
2.23 Trust Agreement 7
2.24 Trust Fund. 7
2.25 Trustee 7
III PARTICIPATION
3.1 Eligible Class. 9
3.2 Participation 10
3.3 End of Participation 10
3.4 Reentry of Former Participant 10
IV PRE-TAX CONTRIBUTIONS BY PARTICIPANTS
4.1 Pre-Tax Contributions 11
4.2 Procedure for Pre-Tax Contributions 11
4.3 Collection of Pre-Tax Contributions 11
4.4 Change in Pre-Tax Contributions 11
4.5 401(k) Pre-Tax Contributions Limitation 12
4.6Maximum Amount of Participant Pre-Tax Contributions 13
4.7 Direct Rollover Contributions 13
V COMPANY MATCHING CONTRIBUTIONS
5.1 Company Matching Contributions 15
5.2 Time of Contribution 15
5.3 Section 415 Annual Contribution Limitation 15
5.4 Combined Benefit Limitations 16
5.5 Limitation on Allocation of Contributions 16
5.6 Allocation of Earnings to Distributions of Excess
Contributions 17
5.7 Multiple Use of Alternative Limitation 17
5.8 No Interest in Company. 18
VI ACCOUNTS AND CREDITS
6.1 Establishment of Accounts 19
6.2 Crediting Participants' Pre-Tax Contributions 19
6.3 Crediting Matching Contributions 19
6.4 Crediting Rollovers 19
6.5 Charge to Accounts 19
VII INVESTMENT FUNDS AND CREDITING INVESTMENT EXPERIENCE
7.1 Investment Funds 20
7.2 Investment Directions and Transfers Among Funds 20
7.3 Valuation of Assets 21
7.4 Crediting Investment Experience 21
VIII LOANS TO PARTICIPANTS
8.1Plan Administrator Shall Administer the Loan Program 23
8.2 Availability of Loans 23
8.3 Conditions of Loan 23
8.4 Accounting for Loans 25
IX IN-SERVICE WITHDRAWALS
9.1 Withdrawals From Rollover Account 26
9.2 Withdrawals From Pre-Tax Contribution Account 26
9.3 Order of Asset Liquidation for All Withdrawals 27
X DISTRIBUTIONS
10.1 Distributions 28
10.2 Termination of Employment Prior to Retirement or
Death 28
10.3 Reemployment 31
10.4 $3,500 Cash-Out 31
10.5 Required Distribution Date 31
10.6 Distribution Upon Death of a Participant 32
10.7 Rehire Before Distribution 33
10.8 Waiver of 30-Day Notice 33
XI DIRECT ROLLOVERS
11.1 Direct Rollover 34
11.2 Definitions 34
XII AMENDMENT, MERGER AND TERMINATION OF PLAN
12.1 Amendment of Plan 36
12.2 Merger of Plans 36
12.3 Termination 36
12.4 Effect of Termination 36
XIII NAMED FIDUCIARIES
13.1 Identity of Named Fiduciaries 38
13.2 Responsibilities and Authority of Plan
Administrator 38
13.3 Responsibilities and Authority of Trustee 38
13.4 Responsibilities of Amoco 38
13.5 Responsibilities Not Shared 38
13.6 Dual Fiduciary Capacity Permitted 39
13.7 Actions by Amoco. 39
13.8 Advice 39
XIV PLAN ADMINISTRATOR
14.1 Appointment 40
14.2 Notice to Trustee 40
14.3 Administration of Plan. 40
14.4 Reporting and Disclosure 40
14.5 Records 40
14.6 Claims Review Procedure. 40
14.7 Administrative Discretion; Final Authority 41
XV PARTICIPATING EMPLOYERS
15.1 Adoption by Other Employers 42
15.2 Designation of Agent 42
15.3 Employee Transfers 42
15.4 Discontinuance of Participation 42
15.5Participating Employer Contribution for Affiliate 42
XVI MISCELLANEOUS
16.1 Qualified Domestic Relations Orders 43
16.2 Nonalienation of Benefits 43
16.3 Payment of Minors and Incompetents 43
16.4 Current Address of Payee 43
16.5 Disputes over Entitlement to Benefits 44
16.6 Payment of Benefits 44
16.7 Plan Supplements 44
16.8 Rules of Construction 44
16.9 Text Controls 44
16.10 Applicable State Law 45
16.11 Plan Administration Expenses 45
16.12 Voting and Tendering of Amoco Stock 45
16.13 Action by Company 46
SUPPLEMENT A
Special Rules for Top-Heavy Plans A-1
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ARTICLE I
INTRODUCTION
1.1 Effective Date. Amoco Fabrics and Fibers Company
established the Amoco Fabrics and Fibers Company Salaried 401(k)
Savings Plan ("Plan") effective as of January 1, 1996.
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.
1.4 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 and the Trustee
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.
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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 "Affiliated Company" means (i) any corporation (foreign
or domestic) controlled by, controlling or under common control
with Amoco Corporation, by ownership, direct or indirect, of more
than eighty percent (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 Corporation; (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).
2.2 "Amoco" means Amoco Fabrics and Fibers Company, a
Delaware Corporation, or its successor.
2.3 "Amoco Corporation" means Amoco Corporation, an Indiana
Corporation, or its successor.
2.4 "Applicable Compensation" of a Participant means his
total salary, wages and commissions; overtime; shift
differentials; bonuses, including bonuses in the form of premium
pay for services rendered outside of normal working hours or
conditions; and variable incentive payments, paid to him for
services rendered to an Employer, before reduction for any pre-
tax contributions he elected under section 4.1 and any Code
Section 125 cafeteria plan, but excluding any compensation for
any year in excess of $150,000 (or such greater amount as may be
determined by the Commissioner of Internal Revenue for that
year).
2.5 "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).
2.6 "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.
2.7 "Code" means the Internal Revenue Code of 1986, as
amended from time to time, or any successor statute enacted in
its place.
2.8 "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.
2.9 "Entry Date" means the date an Employee is eligible to
participate in the Plan pursuant to Section 3.2 and Section 3.4.
2.10 "ERISA" means the Employee Retirement Income Security
Act of 1974, as amended from time to time, or any successor
statute enacted in its place.
2.11 "Highly-Compensated Employee" means any present or
former employee who, during the current or immediately preceding
plan year:
(a) was a five percent (5%) owner of the
company at any time during the "determination
year" or "look-back year";
(b) received annual compensation from a
participating Employer of more than $75,000 during
the "look-back year" (or such greater amount as
may be determined by the Commissioner of Internal
Revenue for that year);
(c) received annual compensation during the
"look-back year" from a participating Employer of
more than $50,000 (or such greater amount as may
be determined by the Commissioner of Internal
Revenue for that year) and was in the top-paid
twenty percent (20%) of the employees; or
(d) was an officer of a participating
Employer during the "look-back year" receiving
annual compensation greater than fifty percent
(50%) of the limitation in effect under Section
415(b)(1)(A) of the Internal Revenue Code;
provided, that for purposes of this subparagraph
(d), no more than 50 employees of the company (or
if lesser, the greater of 3 employees or ten
percent (10%) of the employees) shall be treated
as officers.
For purposes of subsection 2.11, 4.5 and 5.5, an employee's
compensation means his total cash compensation for services
rendered to a participating Employer as an employee, determined
in accordance with Section 415(c)(3) of the Internal Revenue Code
and the regulations thereunder, but including Pre-Tax
Contributions he had elected under subsection 4.1 and any Code
Section 125 cafeteria plan.
The term highly-compensated employee also includes 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 a participating Employer during the
determination year. The "look-back year" shall be the calendar
year ending with or within the Plan Year for which testing is
being performed, and the "determination year" (if applicable)
shall be the period of time, if any, which extends beyond the
"look-back year" and ends on the last day of the Plan Year for
which testing is being performed (the "lag period"). If the "lag
period" is less than twelve months long, the dollar threshold
amounts specified in this section shall be prorated based upon
the number of months in the "lag period".
If an employee is, during a determination year or look-back
year, a family member of either a five percent (5%) owner who is
an 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 five percent (5%) owner or top-10
highly-compensated employee shall be aggregated. In such case,
the family member and five percent (5%) 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 five percent (5%) 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.
2.12 "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 any hour for
which an Employee is compensated by an Employer, directly or
indirectly, or is entitled to compensation from an Employer for
the performance of duties and for reasons other than the
performance of duties, and each previously uncredited hour for
which back pay has been awarded or agreed to by an Employer,
irrespective of mitigation of damages. Hours of Service shall be
credited to the period for which duties are performed (or for
which payment is made if no duties were performed), except that
Hours of Service for which back pay is awarded or agreed to by an
Employer shall be credited to the period to which the back pay
award or agreement pertains. The rules for crediting Hours of
Service set forth in paragraphs (b) and (c) of Section 2530.200b-
2 of Department of Labor regulations are incorporated by
reference. References in this section to an Employer shall
include any affiliated or related corporation which is a
controlled group member as defined in the Code.
2.13 "Hourly Employee" means a person who is compensated on
the basis of an hourly rate or rates of pay.
2.14 "Part-Time Employee" means a person who is employed for
work which is irregular or occasional in nature and who works
less than 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.
2.15 "Participant" means an Employee or former Employee
whose participation in the Plan has begun and has not yet ended.
2.16 "Plan" means the Amoco Fabrics and Fibers Company
Employee Savings Plan, as set forth in this Plan document, and as
it may be amended from time to time.
2.17 "Plan Year" means the 12-month period beginning on
January 1 and ending on the next following December 31.
2.18 "Pre-Tax Contributions" means contributions by an
Employer on behalf of a Participant in the amount equal to the
amount such Participant elects, in writing filed with his
Employer, which reduces his compensation subject to federal
income taxation.
2.19 "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.
2.20 "Salaried Employee" means a person who is principally
compensated on the basis of a monthly or annual rate of pay.
2.21 "Spouse" means the person to whom a Participant is
lawfully married (under the law of the state in which the
Participant resides).
2.22 "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
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.
2.23 "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.
2.24 "Trust Fund" means the property held by the Trustee for
the purposes of the Plan.
2.25 "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. Copies of
the Plan and Trust Agreement, and any amendments thereto, will be
on file at Amoco Corporation at 200 East Randolph Drive, Chicago,
Illinois 60601, where they may be examined by any participant or
other person entitled to benefits under the Plan. The provisions
of and benefits under the Plan are subject to the terms and
provisions of the Trust Agreement.
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ARTICLE III
PARTICIPATION
3.1 Eligible Class. Each Salaried Employee employed by a
participating Employer is in the eligible class, except the
following:
(a) Salaried 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 1.410(b)-9 of the Internal
Revenue Service regulations. For this purpose, the term
"Employee representatives" does not include any organization more
than half of whose members are Employees who are owners,
officers, or executives of the employer.
(b) Salaried 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)).
(c) Salaried Employees who are leased employees (as defined
below). A "leased employee" means any person who is not an
employee of a participating Employer, but who has provided
services to a participating Employer of a type which have
historically (within the business field of a participating
Employer) been provided by employees, on a substantially full-
time basis for a period of at least one year, pursuant to an
agreement between a participating Employer and a leasing
organization. The period during which a leased employee performs
services for a participating Employer shall be taken into account
for purposes of subsection 3.2 and 10.2 of the Plan if such
leased employee becomes an employee of a participating Employer;
unless (i) such leased employee is a participant in a money
purchase pension plan maintained by the leasing organization
which provides a non-integrated employer contribution rate of at
least ten percent (10%) of compensation, immediate participation
for all employees and full and immediate vesting, and (ii) leased
employees do not constitute more than twenty percent (20%) of a
participating Employer's nonhighly compensated workforce.
3.2 Participation. Participation in the Plan is voluntary
and no Salaried Employee will be required to participate.
Subject to the conditions and limitations of the Plan, each
Salaried Employee in the Eligible Class who is employed on
January 1, 1996, is eligible to participate immediately. Each
Salaried Employee in the Eligible Class hired after January 1,
1996, will be eligible to participate as follows. A Regular or
Temporary Employee in the Eligible Class will be eligible to
participate starting as soon as administratively practicable
after the first day his employment commences with his Employer.
A Casual or Part-Time Employee in the Eligible Class will be
eligible to participate as soon as administratively practicable
after the first day of his payroll cycle starting immediately
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, as soon as administratively practicable
after the first day of his payroll cycle starting immediately
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 a Salaried 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.
3.4 Reentry of Former Participant. A former Participant
who terminates his service with his Employer and who returns to
service as a Salaried Employee in the Eligible Class will become
an active Participant on his date of rehire and will be eligible
to make Pre-Tax Contributions starting on the first date of his
payroll cycle, of the calendar month, starting immediately on or
after his date of rehire.
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ARTICLE IV
PRE-TAX CONTRIBUTIONS BY PARTICIPANTS
4.1 Pre-Tax Contributions. Under the terms stated below,
and subject to any limitations contained in the Plan, a
Participant may elect to make Pre-Tax Contributions to the Plan
in integral percentages of his Applicable Compensation from a
minimum of one percent to a maximum of sixteen percent (16%).
4.2 Procedure for Pre-Tax Contributions. A Participant who
wishes to make Pre-Tax Contributions must notify the Plan
Administrator and specify the amount of his Pre-Tax Contributions
and provide such other information as the Plan Administrator may
require. A Participant will be given the opportunity to elect
Pre-Tax Contributions beginning on the first date when he is
eligible to participate in the Plan pursuant to Article III. His
Pre-Tax Contributions will begin on such date provided he gives
the Plan Administrator advance notice in the manner prescribed by
the Plan Administrator by the date required by the Plan
Administrator. If the Participant declines to make Pre-Tax
Contributions initially, he may elect to begin making Pre-Tax
Contributions as of the first day of any of his subsequent
payroll cycles, of the applicable calendar month, provided he
notifies the Plan Administrator by the date required by the Plan
Administrator.
4.3 Collection of Pre-Tax Contributions. The Employer will
collect Participants' Pre-Tax Contributions using payroll
procedures. A Participant's Pre-Tax Contributions shall be
deducted by his Employer from his compensation at the time of
payment of such compensation. Amounts so deducted (or by which a
Participant's compensation has been so reduced) for any
accounting period under the Plan shall be paid to the trustee as
soon as practicable thereafter, but no later than thirty days
after the accounting date which ends that accounting period.
4.4 Change in Pre-Tax Contributions.
(a) Increase or Reduction. A Participant making Pre-
Tax Contributions may increase or reduce the rate of his Pre-Tax
Contributions to any higher or lower rate he elects (subject to
the limitations stated in Section 4.1) by notifying the Plan
Administrator once a calendar month. The new rate will become
effective with his first payroll cycle of the applicable calendar
month after the Plan Administrator has been notified.
(b) Suspension. A Participant may suspend his Pre-Tax
Contributions by notifying the Plan Administrator. The
suspension of Pre-Tax Contributions will become effective with
his first payroll cycle of the applicable calendar month after
notifying the Plan Administrator.
(c) Resumption. A Participant who suspended his Pre-
Tax Contributions may resume such contributions on the first day
of his payroll cycle of the applicable calendar month after
notifying the Plan Administrator by the date required by the Plan
Administrator.
(d) Plan Administrator Rules. The Plan Administrator
may establish such rules and procedures for Pre-Tax Contributions
as the Plan Administrator deems necessary for the efficient
administration of the Plan.
4.5 401(k) Pre-Tax Contributions Limitation.
Notwithstanding the foregoing provisions of this Section 4, in no
event shall the average deferral percentage (as defined below)
for any Plan Year of the highly compensated employees who are
Plan Participants exceed the greater of:
(a) the average deferral percentage of all
other Participants for such Plan Year multiplied
by 1.25; or
(b) the average deferral percentage of all
other Participants for such Plan Year multiplied
by 2.0; provided that the average deferral
percentage of such highly compensated employees
does not exceed that of all other Participants by
more than 2 percentage points.
The "average deferral percentage" of a group of Participants for
a Plan Year means the average of the ratios (determined
separately for each Participant in such group to the nearest one-
hundredth of one percent) of: (i) the Pre-Tax Contributions made
by such Participant for such Plan Year; to (ii) the Participant's
compensation (as defined in subsection 2.11) for such Plan Year.
For purposes of this subsection 4.5, a Participant means any
employee who is eligible to make contributions under the Plan.
The Pre-Tax Contributions made by the highly compensated
employees will be reduced (in the order of their contribution
percentages beginning with the highest percentage) to the extent
necessary to meet the requirements of this subsection 4.5. If,
because of the foregoing limitations, a portion of the Pre-Tax
Contributions made by a highly compensated employee may not be
credited to his account for a Plan Year, such portion (and the
earnings thereon) shall be distributed to such employee within
two and one-half months after the end of that Plan Year.
4.6 Maximum Amount of Participant Pre-Tax Contributions.
In no event shall the amount of Pre-Tax Contributions by a
Participant for any calendar year exceed $9,500 (or such greater
amount as may be determined by the Commissioner of Internal
Revenue for that calendar year). If, because of the foregoing
limitation, a portion of the Pre-Tax Contributions made by a
Participant may not be credited to his account for a calendar
year, such portion (and the earnings thereon) shall be
distributed to the Participant by April 15 of the following
calendar year.
4.7 Direct Rollover Contributions.
(a) With the approval of the Plan Administrator, a
Salaried Employee 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 4.7.
(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.
<PAGE>
<PAGE>
ARTICLE V
COMPANY MATCHING CONTRIBUTIONS
5.1 Company Matching Contributions. For each Plan Year the
Employer will make a matching contribution ("Company Matching
Contributions") on behalf of each Participant who makes Pre-Tax
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 fifty
percent (50%) of the sum of such Participant's Pre-Tax
Contributions which are equal to or less than six percent (6%)
of such Participant's Applicable Compensation.
5.2 Time of Contribution. The Employer will make Company
Matching Contributions under Section 5.1 to the Trustee in cash
and will normally make such contributions as soon as practicable
after each payroll cycle. In any event, such contributions will
be made, without interest, to the Trustee no later than the due
date (including extensions) for filing the Employer's federal
income tax return for such year.
5.3 Section 415 Annual Contribution Limitation.
(a) Notwithstanding anything contained herein to the
contrary, the annual additions (Pre-Tax Contributions and Company
Matching Contributions) to a Participant's Accounts for each Plan
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 (25%) of his total Code Section 415 compensation for
such Plan Year. "Code Section 415 compensation" means a
Participant's compensation for services rendered to an Employer
as an employee determined in accordance with Section 415(c)(3) of
the Code and the regulations thereunder.
(b) Annual additions to a Participant's Account for
any Plan 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.
(c) If the foregoing limit is applicable to a
Participant for a Plan Year, the Plan Administrator shall reduce
the annual additions to such Participants' Accounts by returning
contributions in the following order of priority:
(i) the Pre-Tax Contributions made on behalf of
the Participant under this Plan; and
(ii) the Company Matching Contributions made on
behalf of the Participant under this Plan.
5.4 Combined Benefit Limitations. If a Participant in this
Plan also is a Participant in a defined benefit plan maintained
by Amoco or a member of Amoco Corporation's controlled group of
corporations, the aggregate benefits payable to, or on account
of, him under both plans will be determined in a manner
consistent with Section 415 of the Code and Section 1106 of the
Tax Reform Act of 1986. Accordingly, there will be determined
with respect to the Participant a defined contribution plan
fraction and a defined benefit plan fraction in accordance with
said Sections 415 and 1106. The benefits provided for the
Participant under the defined benefit plan will be adjusted to
the extent necessary so that the sum of such fractions determined
with respect to the Participant does not exceed 1.0.
5.5 Limitation on Allocation of Contributions.
Notwithstanding the foregoing provisions of this Section 5, in no
event shall the contribution percentage (as defined below) of the
highly compensate employees who are Plan Participants for any
Plan Year exceed the greater of:
(a) the contribution percentage of all other
Participants for such Plan Year multiplied by
1.25; or
(b) the contribution percentage of all other
Participants for such Plan Year multiplied by 2.0;
provided that the contribution percentage of the
highly compensate employees does not exceed that
of all other Participants by more than 2
percentage points.
The "contribution percentage" of a group of Participants for a
Plan Year means the average of the ratios (determined separately
for each Participant in such group) of: (i) the sum of company
matching contributions for such Plan Year; to (ii) the
Participant's compensation (as defined in subsection 2.4) for
such Plan Year. For purposes of this subsection 5.5, a
Participant means any employee who is eligible to receive company
matching contributions. The company matching contributions
allocated to the highly compensated employees will be reduced (in
the order of their contribution percentages beginning with the
highest percentage) to the extent necessary to meet the
requirements of this subsection. If, because of the foregoing
limitations, a portion of the matching contributions allocated to
a highly compensated employee may not be credited to his account
for a Plan Year, such portion (and the earnings thereon) shall be
distributed to such employee within two and one-half months after
the end of that Plan Year.
5.6 Allocation of Earnings to Distributions of Excess
Contributions. The earnings allocable to distributions of Pre-
Tax Contributions exceeding the limits of subsection 4.5 and Pre-
Tax Contributions exceeding the limits of subsection 4.6 shall be
determined by multiplying the earnings attributable to the
Participant's Pre-Tax Contributions for the year by a fraction,
the numerator of which is the applicable excess amount, and the
denominator of which is the balance in the appropriate account of
the Participant on the last day of such year reduced by gains (or
increased by losses) attributable to such account for the year.
The earnings as so determined shall be increased by ten percent
(10%) thereof for each month (or portion thereof in excess of 15
days) between the end of the year and the date of distribution.
5.7 Multiple Use of Alternative Limitation. In accordance
with Treasury regulation 1.401(m)-2(c), multiple use of the
alternative limitation which occurs as a result of testing under
the limitations described in subsections 4.5 and 5.5 will be
corrected in the manner described in Treasury Regulation 1.401(m)-
1(e). The term "alternative limitation" as used above means the
alternative methods of compliance with Sections 401(k) and 401(m)
of the Code contained in Sections 401(k)(3)(A)(ii)(II) and
401(m)(2)(A)(ii) thereof, respectively.
5.8 No Interest in Company. A Participating Employer shall
have no right, title or interest in the trust fund, nor shall any
part of the trust fund revert or be repaid to a Participating
Employer, directly or indirectly, unless:
(a) the Internal Revenue Service initially
determines that the Plan does not meet the
requirements of Section 401(a) of the Code, in
which event the contributions made to the Plan by
a Participating Employer shall be returned to it
within one year after such adverse determination;
(b) a contribution is made by a
Participating Employer by mistake of fact and such
contribution is returned to the Participating
Employer within one year after payment to the
trustee; or
(c) a contribution conditioned on the
deductibility thereof is disallowed as an expense
for federal income tax purposes and such
contribution (to the extent disallowed) is
returned to a Participating Employer within one
year after the disallowance of the deduction.
Contributions may be returned to a Participating Employer
pursuant to the subparagraph (a) above only if they are
conditioned upon initial qualification of the Plan, and an
application for determination was made by the time prescribed by
law for filing Amoco's Federal income tax return for the taxable
year in which the Plan was adopted (or such later date as the
Secretary of the Treasury may prescribe). The amount of any
contribution that may be returned to a Participating Employer
pursuant to subparagraph (b) or (c) above must be reduced by any
portion thereof previously distributed from the trust fund and by
any losses of the trust fund allocable thereto, and in no event
may the return of such contribution cause any Participant's
account balances to be less than the amount of such balances had
the contribution not been made under the Plan.
<PAGE>
<PAGE>
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) Pre-Tax Contribution Account;
(b) Company Contribution Account; and
(c) Rollover Account.
Credit and charges to such Accounts will be made as provided in
the Plan. A Participant is 100% vested in his Pre-Tax
Contributions Account and Rollover Account at all times.
6.2 Crediting Participants' Pre-Tax Contributions. Pre-Tax
Contributions made by a Participant for a payroll cycle will be
credited to such Participant's Accounts as of the Valuation Date
(as defined in Section 7.3) (as soon as practicable) immediately
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)
immediately following receipt thereof by the Trustee.
6.4 Crediting Rollovers. Rollovers will be credited to the
Participant's Rollover Account as of the Valuation Date (as soon
as practicable) immediately 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 Valuation Date on which the distribution, payment or
withdrawal occurs.
<PAGE>
<PAGE>
ARTICLE VII
INVESTMENT FUNDS AND CREDITING INVESTMENT EXPERIENCE
7.1 Investment Funds. The Trustee will separate the Trust
Fund into four Investment Funds as follows:
(a) Amoco Stock Fund
(b) Money Market Fund
(c) Equity Index Fund
(d) Balanced 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 Pre-Tax Contributions to his Account
entirely in one Investment Fund or in a combination of two or
more of the Investment Funds, provided that combinations must be
specified in five percent (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 five percent (5%) increments
and the total combinations must equal 100%.
The Participant's change in investment direction or
transfer of assets among Investment Funds shall be effective the
first day of the first full payroll cycle following the election.
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.
(b) Manner and Time of Giving Directions. A
Participant's initial directions governing the investment of his
Pre-Tax Contribution Account and Rollover Account must be made by
notifying the Plan Administrator and must be in five percent (5%)
increments. A Participant may change the investment of future
contributions to his Accounts or direct transfers among the
Investment Funds in five percent (5%) increments once a calendar
month by contacting the Plan Administrator in accordance with
uniform rules. If a Participant does not give complete
directions to the Plan Administrator, his Pre-Tax Contributions
or Rollover Contribution will be invested pro rata (rounded to
the applicable five percent (5%) increment) in the Investment
Funds as directed in the incomplete directions. If no directions
are given, all contributions will be invested in the Money Market
Fund.
7.3 Valuation of Assets. As of the last business day of
each calendar month 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
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 Pre-Tax 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.
<PAGE>
<PAGE>
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 active Employee, the Plan Administrator may
direct the Trustee to make a loan (in increments of $50) 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 within the
preceding 36 months.
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
Valuation Date the current loan is made or (B) 50% of the market
value of the Participant's non-forfeitable accrued benefit on the
Valuation Date the loan request from the Participant is processed
by the Plan Administrator.
(b) Minimum Amount. The minimum loan shall be $500.
(c) Repayment Period. The term of the loan shall not
be less than 6 months and not more than 54 months in increments
of 6 months. The payment of interest and principal shall be
amortized in level payments not less frequently than quarterly.
(d) Interest Rate. 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) Participant Fees. Reasonable fees may be charged
to the borrower for making and administering the loan. Effective
January 1, 1996 this fee shall be $40.
(f) 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 fifty percent (50%) of the non-forfeited
accrued benefit in the Participant's Accounts.
(g) 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 after six months since
the first repayment by payroll without penalty. If the 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.
(h) 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, and if not paid within the time
specified in the request for payment, the amount of the loan will
be deemed distributed to him. 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 loan will be deemed
distributed to him. 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.
(i) Distribution to Participant With Loan. In the
case of any Participant who terminates employment with a loan
outstanding hereunder, the amount available for distribution to
such Participant (or his Beneficiary) will consist of the portion
of his Accounts invested in the Investment Funds of the Trust
Fund. In the case of a Participant dying with an outstanding
loan, such loan will be deemed distributed to his estate upon his
death.
8.4 Accounting for Loans.
(a) Source of Loan. The Plan Administrator shall
liquidate the Participant's Accounts in the following order to
make a loan to him:
Participant Accounts.
(1) Pre-Tax Contribution Account
(2) Rollover Account
(3) Company Contribution Account
The Plan Administrator shall also liquidate the Participant's
Investment Funds pro rata.
(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 by the Participant will reduce the
Participant's loan account balance and will be credited to the
Participant's other Accounts in the following order:
Participant Accounts.
(1) Company Contribution Account
(2) Rollover Account
(3) Pre-Tax Contribution Account
Repayments will be invested in the Investment Funds according to
a Participant's current investment election.
<PAGE>
<PAGE>
ARTICLE IX
IN-SERVICE WITHDRAWALS
9.1 Withdrawals From Rollover Account. A Participant may
withdraw in cash any portion of his accrued benefit in his
Rollover Account once during a calendar year. Notwithstanding the
foregoing, the minimum amount a Participant may withdraw is $300.
9.2 Withdrawals From Pre-Tax Contribution Account. A
Participant may withdraw in cash from his Pre-Tax Contribution
Account once every calendar year 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, housing, and related
educational fees 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.
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 Pre-Tax Contribution
Account. Notwithstanding the foregoing, the amount withdrawn
cannot include the Participant's earnings on all his Pre-Tax
Contributions. In addition, before a Participant makes a
withdrawal from his Pre-Tax Contribution 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
Rollover Account. If a Participant makes a withdrawal from his
Pre-Tax Contribution Account he will be prohibited from making
any Pre-Tax Contributions for the 12-month period commencing with
the first day of his payroll cycle of the calendar month starting
immediately after the distribution of such withdrawal. Finally,
notwithstanding Section 4.6, if a Participant makes a withdrawal
from his Pre-Tax Account, the Code Section 402(g) limitation that
applies to his Pre-Tax 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.
9.3 Order of Asset Liquidation for All Withdrawals. The
Plan Administrator shall liquidate the Investment Funds of the
Account from which the withdrawal is being made pro rata.
<PAGE>
<PAGE>
ARTICLE X
DISTRIBUTIONS
10.1 Distributions.
(a) Amount. A Participant whose employment terminates
as a result of Retirement will receive the total amount in his
Accounts in a single-sum payment as soon as administratively
practicable after the month such separation of service occurs.
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 on
or after his 65th birthday. 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 termination
of service with his Employer, a distribution of his Accounts will
be paid in a single-sum payment of his entire Account balances at
any time until age 65. All distributions made pursuant to this
subsection shall be made in cash, except that a Participant can
elect to receive Amoco common stock in-kind.
10.2 Termination of Employment Prior to Retirement or Death.
(a) If a Participant's service with an Employer
terminates prior to his attainment of age 65, he shall be 100%
vested in an amount equal to the market value of his Pre-Tax
Contribution Account and Rollover Account. In addition, such
Participant shall acquire a vested interest in his Company
Contribution Account balance in accordance with the following
vesting schedule:
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%
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) (i) Vesting Service or Period of Vesting
Service. 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. Fractions of years
shall be expressed in terms of months. A period of Vesting
Service shall mean a period beginning 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 and members of Amoco Corporation's controlled
group of corporations. An Employee shall be deemed to have
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 "leave of absence".
(D) All periods of service of an Employee
shall be aggregated in determining his Vesting Service.
(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 any part of which
an Employee was credited with an Hour of Service as defined in
Section 2.12.
(iii) Year of Vesting Service. A Year of Vesting
Service means 12 Months of vesting service, whether or not
consecutive.
(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 will be paid a distribution of his
vested Account balances in a single-sum payment as soon as
administratively practicable after the month such separation of
service occurs, unless he elects to defer receipt of his
distribution until a date not later than his attainment of age
65.
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 determined as of
the Valuation Date immediately preceding such distribution. If a
Participant defers payment 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 amount of a Participant's Company
Contribution Account to which he is not entitled at the time of
his termination of employment shall be forfeited by him when his
service terminates with his Employer. As soon as practicable
after such forfeiture occurs it 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 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 his prior Period(s) 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 shall be restored
without interest to his Company Contribution Account.
10.4 $3,500 Cash-Out. If the value of the nonforfeitable
portion of the Participant's Accounts does not exceed $3,500 as
of the Valuation Date immediately following 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 as soon as administratively practicable.
10.5 Required Distribution Date. Distribution to any
Participant must be made no later than April 1 following the
calendar year in which he reaches age 70-1/2 in annual payments
based on such Participant's life expectancy as of the date he
attained age 70-1/2 in accordance with the minimum distribution
rules of Section 401(a)(9) of the Code and the regulations
promulgated thereunder.
10.6 Distribution Upon Death of a Participant.
(a) In General. If Participant dies while employed
by the 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 identifies the
Beneficiary, he shall distribute to such Beneficiary in cash, 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. If the Participant designates one or more
Beneficiaries and one the Beneficiaries predeceases the
Participant, then the deceased Beneficiary's share will be
distributed pro rata in accordance with the Participant's
beneficiary election as to the other Beneficiary(ies). Any
designation of Beneficiary will be in writing on such form as the
Plan Administrator may prescribe and will be effective upon
filing with the Plan Administrator.
Notwithstanding the preceding paragraph, the sole
Beneficiary of a married Participant will be the Participant's
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 Code Section 401(a)(11) and 417 do not apply, such
distribution may commence less than 30 days after the notice
required under Regulation 1.411(a)-11(c) 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.
<PAGE>
<PAGE>
ARTICLE XI
DIRECT ROLLOVERS
11.1 Direct Rollover. 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 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
(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.
<PAGE>
<PAGE>
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
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 Pre-Tax 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 Pre-Tax
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. The Plan
Administrator directs 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.
<PAGE>
<PAGE>
ARTICLE XIII
NAMED FIDUCIARIES
13.1 Identity of Named Fiduciaries.
(a) Named Fiduciaries. Amoco, 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 and in the Trust Agreement. 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. Amoco Corporation is 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 various articles of the Plan
including Article XIII.
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, 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 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.
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
nonperformance of responsibilities assigned to another named
fiduciary.
13.6 Dual Fiduciary Capacity Permitted. Any person or group
of persons may serve in more than one fiduciary capacity.
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.
<PAGE>
<PAGE>
ARTICLE XIV
PLAN ADMINISTRATOR
14.1 Appointment. Amoco is the Plan Sponsor and retains the
authority to appoint a Plan Administrator. Any notice or
document required to be given to or filed with the Plan
Administrator will be properly given or filed if delivered or
mailed, by registered mail, postage prepaid, to the Plan
Administrator, in care of Amoco Corporation at 200 East Randolph
Drive, Chicago, Illinois 60601.
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. All
determinations and actions of the Plan Administrator will be
conclusive and binding upon all persons, except as otherwise
provided herein or by law, and except that the Plan Administrator
may revoke or modify a determination or action previously made in
error. The Plan Administrator will exercise all powers and
authority given to it in a nondiscriminatory manner.
14.4 Reporting and Disclosure. The Plan Administrator will
prepare, file, submit, distribute or make available any plan
descriptions, reports, statements, forms 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. 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
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 Corporation (Director, Qualified Plans -
Human Resources) within 60 days after his receipt of the Plan
Administrator's decision.
14.7 Administrative Discretion; Final Authority.
(a) The Plan Administrator shall have the exclusive
discretionary authority to interpret the provisions of, and make
factual determinations under, 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 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
shall have exclusive discretionary authority, as described in
subsection 14.7(a), to exercise such powers or duties.
<PAGE>
<PAGE>
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 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. 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.
<PAGE>
<PAGE>
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) A payment to an alternate payee shall be in cash
and in a single sum.
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 the
Plan Administrator may prescribe rules for the payment of
benefits in accordance with Qualified Domestic Relations Orders
as defined in Section 16.1.
16.3 Payment of Minors and Incompetents. If the Plan
Administrator 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
cannot locate a former Participant (or Beneficiary) within a
reasonable time, but in any event not later than four (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
valid claim for benefits with the Plan Administrator or Amoco
with 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 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 Plan Supplements. The provisions of the Plan may be
modified by supplements to the Plan. The terms and provisions of
each supplement are a part of the Plan and supersede the
provisions of the Plan to the extent necessary to eliminate
inconsistencies between the Plan and the supplement.
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
Georgia.
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
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.
(b) Before each annual or special meeting of Amoco
Corporation, there shall be sent to each Participant or
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
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
instructions with respect to the Amoco Corporation stock
allocated to the Account.
(e) The Trustee shall respond to an 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 Action by Company. Any action required or
permitted to be taken by Amoco (or a participating Employer)
under the Plan shall be by resolution of its Board of Directors,
by resolution of a duly authorized committee of its Board of
Directors, or by a person or persons authorized by resolution of
its Board of Directors or such committee.
<PAGE>
<PAGE>
SUPPLEMENT A
Special Rules for Top-Heavy Plans
A-1. Purpose and Effect. The purpose of this Supplement A is
to comply with the requirements of Section 416 of the Internal
Revenue Code. The provisions of this Supplement A shall be
effective for each Plan Year in which the Plan is a "top-heavy
plan" within the meaning of Section 416(g) of the Internal
Revenue Code.
A-2. Top-Heavy Plan. In general, the Plan will be a top-heavy
plan for any Plan Year if, as of the last day of the preceding
Plan Year (the "determination date"), the aggregate account
balances of Participants who are key employees (as defined in
Section 416(i)(1) of the Internal Revenue Code) exceed 60 percent
of the aggregate account balances of all Participants. In making
the foregoing determination, the following special rules shall
apply:
(a) A Participant's account balances
shall be increased by the aggregate
distributions, if any, made with respect to
the Participant during the 5-year period
ending on the determination date.
(b) The account balances of a Participant
who was previously a key employee, but who is
no longer a key employee, shall be
disregarded.
(c) The accounts of a beneficiary of a
Participant shall be considered accounts of
the Participant.
(d) The account balances of a Participant
who did not perform any services for the
company during the 5-year period ending on the
determination date shall be disregarded.
A-3. Key Employee. In general, a "key employee" is an
employee who, at the time during the 5-year period ending on the
determination date, is:
(a) an officer of Amoco receiving annual
compensation greater than 50% of the
limitation in effect under Section
415(b)(1)(A) of the Internal Revenue Code;
provided, that for purposes of this
subparagraph (a), no more than 50 employees of
Amoco (or if lesser, the greater of employees
or 10 percent of the employees) shall be
treated as officers;
(b) one of the ten employees receiving
annual compensation from Amoco of more than
the limitation in effect under Section
415(c)(1)(A) of the Internal Revenue Code and
owning both more than 1/2 percent interest and
the largest interest in Amoco;
(c) a 5 percent owner of Amoco; or
A-1
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(d) a 1 percent owner of Amoco receiving
annual compensation from Amoco of more than
$150,000.
A-4. Minimum Vesting. For any Plan Year in which the Plan is
a top-heavy plan, a Participant's vested percentage in his
company contribution account shall not be less than the
percentage determined under the following table:
Years of Service Vested Percentage
Less than 2 0
2 20
3 40
4 60
5 80
6 or more 100
If the foregoing provisions of this paragraph A-4 become
effective, and the Plan subsequently ceases to be a top-heavy
plan, each Participant who has then completed three or more years
of service may elect to continue to have the vested percentage of
his company contribution account determined under the provisions
of this paragraph A-4.
A-5. Minimum Company Contribution. For any Plan Year in which
the Plan is a top-heavy plan, the company contributions, if any,
credited to each Participant who is not a key employee shall not
be less than three percent of such Participant's compensation for
that year. In no event, however, shall the company contributions
credited in any year to a Participant who is not a key employee
(expressed as a percentage of such Participant's compensation)
exceed the maximum company contribution and remainders credited
in that year to a key employee (expressed as a percentage of such
key employee's compensation up to $150,000).
A-6. Maximum Earnings. For any Plan Year in which the Plan is
a top-heavy plan, a Participant's earnings in excess of $150,000
(or such greater amount as may be determined by the Commissioner
of Internal Revenue for that Plan Year) shall be disregarded for
purposes of subsection 5.5 of the Plan.
A-7. Aggregation of Plans. In accordance with Section
416(g)(2) of the Internal Revenue code, other plans maintained by
Amoco may be required or permitted to be aggregated with this
Plan for purposes of determining whether the Plan is a top-heavy
plan.
A-8. No Duplication of Benefits. If Amoco maintains more than
one plan, the minimum company contribution otherwise required
under the paragraph A-5 above may be reduced in accordance with
regulations of the Secretary of the Treasury to prevent
inappropriate duplication of minimum contributions or benefits.
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A-9. Adjustment of Combined Benefit Limitations. For any Plan
Year in which the Plan is a top-heavy plan, the determination of
the defined contribution plan fraction and defined benefit plan
fraction under subsection 5.4 of the Plan shall be adjusted in
accordance with the provisions of Section 416(h) of the Internal
Revenue Code.
A-10. Use of Terms. All terms and provisions of the
Plan shall apply to this Supplement A, except that where the
terms and provisions of the Plan and this Supplement A conflict,
the terms and provisions of this Supplement A shall govern.
A-3
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Exhibit 4 (B)
Agreement and Declaration of Trust made as of this 14th day
of December, 1995, by and between Amoco Fabrics and Fibers
Company, a Delaware corporation, and BANKERS TRUST COMPANY, a New
York banking corporation.
W I T N E S S E T H:
WHEREAS, Amoco Fabrics and Fibers Company wishes to
establish a master trust to serve as a funding medium for Amoco
Fabrics and Fibers Company Hourly 401(k) Savings Plan, Amoco
Fabrics and Fibers Company Salaried 401(k) Savings Plan, and
other eligible employee benefit plans of Amoco Fabrics and Fibers
Company and its subsidiaries and affiliates; and
WHEREAS, Bankers Trust Company is willing to act as trustee
of such trust upon all of the terms and conditions hereinafter
set forth.
NOW, THEREFORE, Amoco Fabrics and Fibers Company and
Bankers Trust Company declare and agree that Bankers Trust
Company will receive, hold and administer all sums of money and
such other property acceptable to Bankers Trust Company as shall
from time to time be contributed, paid or delivered to it
hereunder, IN TRUST, upon all of the following terms and
conditions:
ARTICLE I
Title-Purpose-Policy-Effect
1.1. Name. The master trust established hereunder
shall be known as the Amoco Fabrics and Fibers Company Master
Trust and is sometimes hereinafter referred to as the "Trust".
1.2. Definitions. Where used in this Agreement and
Declaration of Trust, unless the context otherwise requires or
unless otherwise expressly provided:
(a) "Account Party" shall mean the Person designated by
the Company to represent the Company for this purpose, the
Named Fiduciary and any Person to whom the Trustee shall be
instructed by the Named Fiduciary to deliver its annual or
other periodic account under Section 8.2 or Section 8.3,
except, that with respect to any filings, notices, reports
or accountings required to be given under the General Trust,
"Account Party" shall be limited to that officer designated
herein to represent the Company.
(b) "Accounting Period" shall mean either the twelve
consecutive month period coincident with the calendar year
or, if different, the common fiscal year of the
Participating Plans or the shorter period in any year in
which the Trustee accepts appointment as Trustee hereunder
or, with respect to any Participating Plan or Plans, ceases
to act as Trustee for any reason.
(c) "Administrative Committee" shall mean, with respect
to each Participating Plan, the Committee or other Person
responsible for benefit administration under such
Participating Plan, including any representative (designated
in writing as such) or designee thereof authorized to act on
behalf of such Committee.
(d) "Agreement" shall mean all of the provisions of
this instrument and of all other written instruments
amendatory hereof.
(e) "Asset Manager" shall mean the Trustee (other than
for purposes of Article VI), Named Fiduciary or Investment
Manager, individually or collectively as the context shall
require, with respect to those assets held in any Investment
Fund established hereunder over which it exercises, or to
the extent it is authorized to exercise, discretionary
investment authority or control.
(f) "Bank business day" shall mean a day on which the
Trustee is open for business.
(g) "Bankers" shall mean Bankers Trust Company.
(h) "Board of Directors" shall mean the board of
directors of the Company.
(i) "Code" shall mean the Internal Revenue Code of
1986, as amended from time to time, and Regulations issued
thereunder.
(j) "Common Stock Fund" shall mean an Investment Fund
consisting of common stock of the Company.
(k) "Company" shall mean Amoco Fabrics and Fibers
Company or any successor thereto.
(l) "Company Stock" shall mean the common stock of
Amoco Corporation.
(m) "Directed Fund" shall mean any Investment Fund, or
part thereof, subject to the discretionary management and
control of the Named Fiduciary or any Investment Manager,
other than the Trustee.
(n) "Discretionary Fund" shall mean any Investment
Fund, or part thereof, subject to the discretionary
management and control of the Trustee.
(o) "ERISA" shall mean the Employee Retirement Income
Security Act of 1974, as amended from time to time.
(p) "General Trust" shall mean the BT Pyramid Trust
created by Bankers Trust Company under Declaration of Trust
effective June 30, 1991, as heretofore or hereafter amended.
(q) "Insurance Contract" shall mean any contract or
policy (including any annuity contract) of any kind issued
by an insurance company, whether or not providing for the
allocation of amounts received by the insurance company
thereunder solely to the general account or solely to one or
more separate accounts (including separate accounts
maintained for the collective investment of qualified
retirement plans), or a combination thereof, and whether or
not any such allocation may be made in the discretion of the
insurance company.
(r) "Investment Fund" shall mean each pool of assets
established for investment purposes pursuant to Section 5.1
in the Trust in which one or more Participating Plans has an
interest during an Accounting Period. The term shall also
include for all purposes hereof any sub-fund or account into
which an Investment Fund shall be divided from time to time
at the direction of the Named Fiduciary.
(s) "Investment Manager" shall mean a bank, insurance
company or investment adviser satisfying the requirements of
Section 3(38) of ERISA.
(t) "Investment Vehicle" shall mean any common,
collective or commingled trust (other than the General Trust
or an Investment Fund), investment company, corporation
functioning as an investment intermediary, Insurance
Contract, partnership, joint venture or other entity or
arrangement to which, or pursuant to which, assets of an
Investment Fund within the Trust may be transferred or in
which the Trust has an interest, beneficial or otherwise
(whether or not the underlying assets thereof are deemed to
constitute "plan assets" for any purpose under ERISA).
(u) "Master Fund" shall mean all cash and other
property contributed, paid or delivered to the Trustee
hereunder, all investments made therewith and proceeds
thereof and all earnings and profits thereon, less payments,
transfers or other distributions which, at the time of
reference, shall have been made by the Trustee, as
authorized herein. The Master Fund shall include each
Investment Fund and all evidences of ownership, interest or
participation in an Investment Vehicle, but shall not,
solely by reason of the Master Fund's investment therein, be
deemed to include any assets of such Investment Vehicle.
(v) "Named Fiduciary" shall mean the Person or its
designee with respect to a Participating Plan, who, within
the meaning of Section 402(a)(2), 402(c)(3) or 403(a)(1) of
ERISA, has the authority to perform the separate functions
allocated to that "Named Fiduciary" under this Agreement.
Unless otherwise specifically provided to the contrary, the
Named Fiduciary shall mean the Administrative Committee
appointed pursuant to the Participating Plans.
(w) "Participating Plan" shall mean any employee
benefit plan which meets the requirements for eligibility
specified in Section 2.1. [All Participating Plans are
listed on Appendix A attached hereto.]
(x) "Person" shall mean a natural person, trust,
estate, corporation of any kind or purpose, mutual company,
joint-stock company, unincorporated organization,
association, partnership, joint venture, employee
organization, committee, board, participant, beneficiary,
trustee, partner, or venturer acting in an individual,
fiduciary or representative capacity, as the context may
require.
(y) "Section" shall mean any Section of this Agreement.
(z) "Share" shall mean the interest of any
Participating Plan in the Master Fund, and where appropriate
any Investment Fund, the accounting for which will be
maintained by the Trustee in a manner agreed upon between
the Company and the Trustee and may be expressed in "units".
(aa) "Trustee" shall mean Bankers Trust Company, as
Trustee of the Trust.
(bb) "Valuation Date" shall mean the last day of the
Accounting Period, calendar quarter or any more frequent
date for reporting and/or investment purposes agreed to by
the Trustee.
The plural of any term shall have a meaning corresponding
to the singular thereof as so defined and any neuter pronoun used
herein shall include the masculine or feminine, as the context
may require.
1.3. Purpose. The Trust is established to fund the
benefits payable to participants and their beneficiaries under
each Participating Plan.
1.4 Exclusive Benefit. Except as may otherwise be
permitted by law and the terms of the Participating Plan, at no
time prior to the satisfaction of all liabilities with respect to
participants and their beneficiaries under any Participating Plan
shall any part of the Share of such Participating Plan be used
for, or diverted to, any purposes other than for the exclusive
benefit of such participants and their beneficiaries, and for
defraying the reasonable expenses of administering such Plan. No
provision herein designed to provide for the pooling of assets of
Participating Plans for investment purposes shall be deemed or
construed to authorize the utilization of the assets of any
Participating Plan to discharge the obligations and liabilities
of any other Plan.
1.5. Effect. All Persons at any time interested in any
Participating Plan shall be bound by the provisions of this
Agreement and, in the event of any conflict between this
Agreement and the provisions of a Participating Plan or any
instrument or agreement forming part of such Plan other than this
Agreement, the provisions of this Agreement shall control.
1.6. Domestic Trust. The Trust shall at all times be
maintained as a domestic trust in the United States.
1.7. Trustee Not Responsible for Enforcing
Contributions or for Sufficiency. The Trustee shall have no
responsibility for enforcing payment of any contribution to any
Participating Plan, for the timing or amount thereof, or for the
adequacy of the Master Fund or the funding standards adopted for
any Participating Plan to meet or discharge any pension or other
liabilities of such Plan.
ARTICLE II
Participation
2.1. Eligibility. Any employee benefit plan
established by the Company, or a subsidiary or an affiliate of
the Company, may be funded, in whole or in part, through the
Trust if (i) the plan is qualified under Section 401(a) of the
Code, (ii) the Trust is exempt from taxation under Section 501(a)
of the Code, and (iii) this Agreement has been duly adopted as
the trust under the Plan by the Board of Directors or by the
board of directors of a subsidiary or affiliate of the Company
and, in the case of such subsidiary or affiliate, the Company has
consented thereto.
2.2. Effect on Adopting Company. When the Master Trust
has been adopted by any subsidiary or affiliate of the Company,
such subsidiary or affiliate shall be bound by the decisions,
instructions, actions and directions of the Company, the
Administrative Committee or the Named Fiduciary under or
affecting this Agreement, and the Trustee shall be fully
protected by the Company and such subsidiary or affiliate in
relying upon the decisions, instructions, actions and directions
of the Company, the Administrative Committee or the Named
Fiduciary. Except as may be hereafter specifically provided, the
Trustee shall not be required to give notice to or to obtain the
consent of any subsidiary or affiliate with respect to any action
to be taken by the Trustee pursuant to this Agreement, and the
Company shall have the sole authority to enforce this Agreement
on behalf of any subsidiary or affiliate.
2.3. Shares. The Trustee shall maintain a separate
account and such sub-accounts as it and the Company shall deem
advisable to reflect the Share of each Participating Plan, or
part thereof. The Named Fiduciary shall provide the Trustee with
current information in order that the Trustee may determine such
Shares. An Investment Fund may be divided into such one or more
sub-funds or accounts or described in a different manner on any
books kept or reports rendered by the Trustee without in any way
affecting the duties or responsibilities of the Trustee under the
provisions of this Agreement; provided, however, the books and
records of the Trustee shall at all times be maintained so that
the interest of each Participating Plan may be determined.
2.4. Valuations. The Trustee shall determine the value
of the assets of the Master Fund and each Investment Fund as of
each Valuation Date. Except in the case of an Investment Fund in
which amortized cost is the valuation method designated, assets
will be valued at their market values at the close of business on
the Valuation Date, or, in the absence of readily ascertainable
market values, at such values as the Trustee shall determine in
accordance with methods consistently followed and uniformly
applied. Anything in this Agreement to the contrary
notwithstanding, with respect to assets constituting part of a
Directed Fund, the Trustee may rely for all purposes of this
Agreement on the latest valuation and transaction information
submitted to it by the Person responsible for the investment of
such assets even if such information predates the Valuation Date.
The Named Fiduciary will cause such Person to provide the Trustee
with all information needed by the Trustee to discharge its
obligations to value such assets and to account under this
Agreement.
2.5. Participant Records and Accounts. The Trustee
shall maintain separate accounts for each Participant to which
shall be credited units of participation in the Master Fund in
accordance with the provisions of the Participating Plan. The
Trustee shall render a statement to each Participant at least
annually, or more often if requested by the Committee, with
respect to such accounts in accordance with the Plan. The
Committee shall direct the Trustee as to the names of
Participants, the respective contributions to be credited to the
account of each, the directions of Participants, beneficiaries or
legal representatives, and other data required by the Trustee to
maintain a record of the accounts of Participants, to determine
the amounts to be invested in the respective Investment Fund, and
to make distributions therefrom. The Trustee may rely on
directions received by facsimile transmission, or other
teleprocess or electronic transmission acceptable to it and which
it believes in good faith to have been given by an authorized
person or persons. The Trustee may rely absolutely on all
directions by the Committee. The Trustee shall be under no duty
or obligation to question such direction or to verify the
accuracy of such direction by reference to the records of the
Company or Committee.
The undertaking of the foregoing administrative functions
by the Trustee is neither intended to nor shall be inferred to
confer any other power or responsibility, discretionary or
otherwise, upon the Trustee, or upon any employee of the Trustee
with respect to the administration of the Participating Plan by
the Administrative Committee, the determination of any
Participant's rights thereunder, or the investment of any
Participant's account by an Investment Manager.
ARTICLE III
Administration of Participating Plans
3.1. Payment of Benefits. On the direction of the
Administrative Committee, the Trustee shall pay moneys out of the
share of a Participating Plan directly to or for the benefit of
participants in such Plan and their beneficiaries, or to an
insurance company to provide for the payment of such benefits by
the purchase of an Insurance Contract, or to a paying or
disbursing agent (which may be the Administrative Committee). Any
assets disbursed or paid over by the Trustee pursuant to this
Section 3.1 shall no longer be part of the Master Fund.
3.2. Reliance on Administrative Committee. Any
directions pursuant to Section 3.1 may, but need not, specify the
application to be made of moneys so ordered. The Trustee shall
charge such transfer against the Share of such one or more of the
Participating Plans as the Administrative Committee shall direct.
Each direction to the Trustee under Section 3.1 shall constitute
a certification by the Administrative Committee that such
direction is in accordance with applicable law, the terms of any
relevant Participating Plan and the terms of this Agreement, and
the Trustee shall have no duty to make any independent inquiry or
investigation as to any of the foregoing before acting upon such
direction, or to see to the application of any moneys paid over.
3.3. Trustee Not Responsible for Plan Administration.
The Trustee shall not be responsible under this Agreement, or
otherwise, in any way respecting the determination, computation,
payment or application of any benefit, for the form, terms,
payment provisions or issuer of any Insurance Contract which it
is directed to purchase to provide for the payment of benefits
under any Participating Plan, for performing any functions under
any such Insurance Contract which it may be directed to purchase
and/or hold as contract holder thereunder (other than the
execution of any documents incidental thereto and transfer or
receipt of funds thereunder), or for any other matter affecting
the administration of a Participating Plan, by the Company or the
Administrative Committee or any other Person to whom such
responsibility is allocated or delegated pursuant to the terms of
the Participating Plan.
ARTICLE IV
Investment of Trust Assets
4.1. Asset Managers. Discretionary authority for the
management and control of assets of a Participating Plan from
time to time held in the Master Fund may be retained, allocated
or delegated, as the case may be, for one or more purposes, to
and among the Asset Managers by the Named Fiduciary, in its
absolute discretion. The terms and conditions of appointment,
authority and retention of any Asset Manager shall be the sole
responsibility of the Named Fiduciary. The Named Fiduciary shall
promptly notify the Trustee in writing of the appointment or
removal of an Asset Manager. Any notice of appointment pursuant
to this Section 4.1 shall constitute a representation and
warranty that the Asset Manager has been appointed in accordance
with the provisions of the Participating Plan and that any Asset
Manager (other than the Trustee or the Named Fiduciary) is an
Investment Manager.
4.2. Investment Discretion. Subject to Section 5.1,
the assets of the Trust shall be invested and reinvested, without
distinction between principal and income, at such time or times
in such investments and pursuant to such investment strategies or
courses of action and in such shares and proportions, as the
Asset Managers, in their sole discretion, shall deem advisable.
4.3. Limitations on Investment Discretion. In addition
to the limitations imposed by Section 5.1, the Named Fiduciary
may limit, restrict or impose guidelines affecting the exercise
of the discretion hereinabove conferred on any Asset Manager.
Any limitations, restrictions or guidelines applicable to the
Trustee, as Asset Manager, shall be communicated in writing to
the Trustee. The Trustee shall have no responsibility with
respect to the formulation of any funding policy or any
investment or diversification policies embodied therein. The
Named Fiduciary shall be responsible for communicating, and
monitoring adherence to, any limitations or guidelines imposed on
any other Asset Manager by Section 5.1 or Section 7.3 or the
guidelines described above.
4.4. Responsibility for Diversification. The Named
Fiduciary shall be responsible for determining the
diversification policy (if required) of the Master Fund, for
monitoring adherence by the Asset Managers to such policy, and
for advising the Asset Managers with respect to limitations on
employer or other securities or property contained in any
Participating Plan or imposed on such Plan by applicable law or
by the Named Fiduciary.
ARTICLE V
Investment Funds Within the Master Fund
5.1. Participating Investment Funds. At the direction
of the Named Fiduciary, the interest of a Participating Plan in
the Master Fund may be allocated and held and invested in one or
more Investment Funds established hereunder by the Named
Fiduciary as required or permitted by the terms of each
Participating Plan. As of the date hereof, the Master Fund shall
be held and invested in the Investment Funds listed and described
in [Appendix B] attached hereto. The Named Fiduciary, to the
extent permitted by a Participating Plan, may establish
additional Investment Funds, or freeze, terminate or modify the
description of any Investment Fund. The determination of the
Named Fiduciary of investments eligible for inclusion in any
Investment Fund shall be conclusive and binding on all Persons
interested in the Participating Plans. Such Investment Funds
shall include, where applicable, a Common Stock Fund which shall
consist of Company Stock. The income of each Investment Fund
shall be accumulated and invested in such Fund. To the extent
that any cash shall be allocated to the Common Stock Fund, the
Trustee shall regularly purchase the Company Stock on the open
market or, if the Plan so provides, from the Company or in
private transactions, in accordance with a non-discretionary
purchasing program.
The Trustee shall have no authority or obligation to invest
or reinvest cash balances of any Directed Fund in the General
Trust or otherwise pursuant to this Agreement unless and until it
receives appropriate directions from the Asset Manager. Cash
balances (including interim investment thereof) in the Common
Stock Fund shall be limited to the administrative needs of such
Investment Fund. For the purpose of this Section 5.1 and Section
5.2., "administrative needs" shall mean needs consistent with the
Trustee's implementation of the regular purchasing program
described herein, anticipated distributions and withdrawals from
such Investment Fund, and transfers among the Investment Funds at
the election of participants. Any investment limitation
affecting Company securities shall not be applicable to the
extent any Investment Fund is invested in units of the General
Trust.
5.2. The Company Stock Fund. Notwithstanding the
unrestricted powers conferred on the Trustee in this Agreement,
the Trustee shall purchase and retain the Company Stock in the
Common Stock Fund regardless of market fluctuations and, subject
to Article XVI, the Trustee shall sell such stock only to meet
administrative needs of the Participating Plan. The Company
shall undertake the responsibility to inform Participating Plan
participants of the unique nature of the Common Stock Fund.
ARTICLE VI
Responsibility for Directed Funds
6.1. Responsibility for Selection of Agents. All
transactions of any kind or nature in or from a Directed Fund
shall be made upon such terms and conditions and from or through
such brokers, dealers and principals and other agents as the
Asset Manager shall direct. No such transactions shall be
executed through the facilities of the Trustee except where the
Trustee shall make available its facilities solely for the
purpose of temporary investment of cash reserves of a Directed
Fund. However, nothing in the preceding sentence shall confer
any authority upon the Trustee to invest the cash balances of any
Directed Fund unless and until it receives directions from the
Asset Manager.
6.2. Trustee Not Responsible for Investments in
Directed Funds. The Trustee shall be under no duty or obligation
to review or to question any direction of any Asset Manager, or
to review securities or any other property held in any Directed
Fund with respect to prudence or proper diversification or
compliance with any limitation on the Asset Manager's authority
under this Agreement or the terms of a Participating Plan, any
agreement entered into between the Company or the Named Fiduciary
and the Asset Manager or imposed by applicable law, or to make
any suggestions or recommendation to the Company, the Named
Fiduciary or the Asset Manager with respect to the retention or
investment of any assets of any Directed Fund, and shall have no
authority to take any action or to refrain from taking any action
with respect to any asset of a Directed Fund unless and until it
is directed to do so by the Asset Manager.
6.3. Investment Vehicles. Any Investment Vehicle, or
interest therein, acquired by or transferred to the Trustee upon
the directions of the Asset Manager shall be allocated to a
designated Directed Fund, and the Trustee's duties and
responsibilities under this Agreement shall not be increased or
otherwise affected thereby. The Trustee shall be responsible
solely for the safekeeping of the physical evidence, if any, of
the Trust's ownership of or interest or participation in such
Investment Vehicle.
6.4. Reliance on Asset Manager. The Trustee shall be
required under this Agreement to execute documents, to settle
transactions, to take action on behalf of or in the name of the
Trust and to make and receive payments on the direction of the
Asset Manager. Any direction of the Asset Manager shall
constitute a certification to the Trustee (i) that the
transaction will not constitute a prohibited transaction under
ERISA or the Code, (ii) that the investment is authorized under
the terms of this Agreement and any other agreement or law
affecting the Asset Manager's authority to deal with the Directed
Fund, (iii) that any contract, agency, joinder, adoption,
participation or partnership agreement, deed, assignment or other
document of any kind which the Trustee is requested or required
to execute to effectuate the transaction has been reviewed by the
Asset Manager and, to the extent it deems advisable and prudent,
its counsel, (iv) that such instrument or document is in proper
form for execution by the Trustee, (v) that, where appropriate,
insurance protecting the Trust against loss or liability has been
or will be maintained in the name of or for the benefit of the
Trustee, and (vi) that all other acts to perfect and protect the
Trust's rights have been taken, and the Trustee shall have no
duty to make any independent inquiry or investigation as to any
of the foregoing before acting upon such direction. In addition,
the Trustee shall not be liable for the default of any Person
with respect to any Investment Vehicle or any investment in a
Directed Fund or for the form, genuineness, validity, sufficiency
or effect of any document executed by, delivered to or held by it
for any Directed Fund on account of such investment, or if, for
any reason (other than the negligence or willful misconduct of
the Trustee) any rights of the Trust therein shall lapse or shall
become unenforceable or worthless.
6.5. Merger of Funds. The Trustee shall not have any
discretionary responsibility or authority to manage or control
any asset held in a Directed Fund upon the resignation or removal
of an Asset Manager unless and until it has been notified in
writing by the Named Fiduciary that the Asset Manager's authority
has terminated and that such Directed Fund's assets are to be
integrated with the Discretionary Fund. Such notice shall not be
deemed effective until two bank business days after it has been
received by the Trustee. The Trustee shall not be liable for any
losses to the Master Fund resulting from the disposition of any
investment made by the Asset Manager or for the retention of any
illiquid or unmarketable investment or any investment which is
not widely publicly traded or for the holding of any other
investment acquired by the Asset Manager if the Trustee is unable
to dispose of such investment because of any restrictions imposed
by the Securities Act of 1933 or other Federal or state law, or
if an orderly liquidation of such investment is impractical under
prevailing conditions, or for failure to comply with any
investment limitations imposed pursuant to Section 4.3 or 5.1, or
for any other violation of the terms of this Agreement, the
Participating Plans or applicable law as a result of the addition
of Directed Fund assets to the Discretionary Fund.
6.6. Notification of Named Fiduciary in Event of
Breach. If the Trustee has knowledge of a breach committed by an
Asset Manager, it shall notify the Named Fiduciary thereof, and
the Named Fiduciary shall thereafter assume full responsibility
to all Persons interested in the Participating Plans to remedy
such breach.
6.7. Definition of Knowledge. The parties hereto
acknowledge that while the Trustee will perform certain duties
(such as custodial, reporting, recording, valuation and
bookkeeping functions) with respect to Directed Funds, such
duties will not involve the exercise of any discretionary
authority to manage or control the assets of the Directed Funds
and will be the responsibility of officers or other employees of
the Trustee who are unfamiliar with and have no responsibility
for investment management. Therefore, in the event that
knowledge of the Trustee shall be a prerequisite to imposing a
duty upon or to determining liability of the Trustee under this
Agreement or any statute regulating the conduct of the Trustee
with respect to such Directed Funds or relieving the Company of
its undertakings under Section 16.2, the Trustee will not be
deemed to have knowledge of, or to have participated in, any act
or omission of an Asset Manager involving the investment of
assets allocated to the Directed Funds as a result of the receipt
and processing of information in the course of performing such
duties.
6.8. Duty to Enforce Claims. The Trustee shall have no
duty to commence or maintain any action, suit or legal proceeding
on behalf of the Trust on account of or growing out of any
investment made in or for a Directed Fund unless the Trustee has
been directed to do so by the Asset Manager or the Named
Fiduciary and unless the Trustee is either in possession of funds
sufficient for such purpose or has been indemnified to its
satisfaction for counsel fees, costs and other expenses and
liabilities to which it, in its sole judgment, may be subjected
by beginning or maintaining such action, suit or legal
proceeding.
6.9. Restrictions on Transfer. Nothing herein shall be
deemed to empower any Asset Manager to direct the Trustee to
transfer any asset of a Directed Fund to itself except for
purposes enumerated in paragraph (j), (l) or (m) of Section 7.1.
ARTICLE VII
Powers of Asset Managers
7.1. General Powers. Without in any way limiting the
powers and discretions conferred upon any Asset Manager by the
other provisions of this Agreement or by law, each Asset Manager
shall be vested with the following powers and discretions with
respect to the assets of the Trust subject to its management and
control, and, upon the directions of the Asset Manager of a
Directed Fund, the Trustee shall make, execute, acknowledge and
deliver any and all documents of transfer and conveyance and any
and all other instruments that may be necessary or appropriate to
enable such Asset Manager to carry out such powers and
discretions:
(a) to sell, exchange, convey, transfer or otherwise
dispose of any property by private contract or at public auction,
and no person dealing with the Asset Manager shall be bound to
see to the application of the purchase money or to inquire into
the validity, expediency or propriety of any such sale or other
disposition;
(b) to enter into contracts or to make commitments
either alone or in company with others to sell or acquire
property;
(c) to purchase or sell, write or issue, puts, calls or
other options, covered or uncovered, to enter into financial
futures contracts, forward placement contracts and standby
contracts, and in connection therewith, to deposit, hold (or
direct Bankers, as Trustee or in its individual capacity, to
deposit or hold) or pledge assets of the Master Fund;
(d) to purchase part interests in real property or in
mortgages on real property, wherever such real property may be
situated;
(e) to lease to others for any term without regard to
the duration of the Trust any real property or part interest in
real property;
(f) to delegate to a manager or the holder or holders
of a majority interest in any real property or mortgage on real
property or in any oil, mineral or gas properties, the management
and operation of any part interest in such property or properties
(including the authority to sell such part interests or otherwise
carry out the decisions of such manager or the holder or holders
of such majority interest);
(g) to vote upon any stocks, bonds or other securities
(but subject to the suspension of any voting rights as a result
of any broker loan or similar agreement and subject further, with
respect to the voting of Company Stock, to the provisions of any
Participating Plan); to give general or special proxies or powers
of attorney with or without power of substitution; to exercise
any conversion privileges, subscription rights or other options
and to make any payments incidental thereto; to consent to or
otherwise participate in corporate reorganizations or other
changes affecting corporate securities and to delegate
discretionary powers and to pay any assessments or charges in
connection therewith; and generally to exercise any of the powers
of an owner with respect to stocks, bonds, securities or other
property;
(h) to organize corporations under the laws of any
state for the purpose of acquiring or holding title to property
(or, in the case of a Directed Fund, to direct the Trustee to
organize such corporations or to appoint an ancillary trustee
acceptable to the Trustee for such purpose);
(i) to invest in a fund consisting of securities issued
by corporations and selected and retained solely because of their
inclusion in, and in accordance with, one or more commonly used
indices of such securities, with the objective of providing
investment results for the fund which approximate the overall
performance of such designated index;
(j) to enter into any partnership, as a general or
limited partner, or joint venture;
(k) to purchase units or certificates issued by an
investment company or pooled trust or comparable entity;
(l) to transfer money or other property to an insurance
company issuing an Insurance Contract;
(m) to transfer assets of a Discretionary or Directed
Fund to a common, collective or commingled trust fund exempt from
tax under the Code maintained by an Asset Manager or an affiliate
of an Asset Manager or by another trustee who is designated by
the Named Fiduciary, to be held and invested subject to all of
the terms and conditions thereof, and such trust shall be deemed
adopted as part of the Trust and the Participating Plans to the
extent that assets of the Trust are invested therein; provided,
however, that any transfer from a Directed Fund to the General
Trust may be made only with the prior approval of the Trustee and
shall be invested only in one or more short term investment funds
or other special purpose funds established from time to time
thereunder; and
(n) to be reimbursed for the expenses incurred in
exercising any of the foregoing powers or to pay the reasonable
expenses incurred by any agent, manager or trustee appointed
pursuant hereto.
7.2. Additional Powers of Trustee. In addition, the
Trustee is hereby authorized:
(a) to register any securities held in the Master Fund
in its own name or in the name of a nominee and to hold any
securities in bearer form, and to combine certificates
representing such securities with certificates of the same issue
held by the Trustee in other fiduciary or representative
capacities or as agent for customers, or to deposit or to arrange
for the deposit of such securities in any qualified central
depository even though, when so deposited, such securities may be
merged and held in bulk in the name of the nominee of such
depository with other securities deposited therein by other
depositors, or to deposit or arrange for the deposit of any
securities issued by the United States Government, or any agency
or instrumentality thereof, with a Federal Reserve Bank, but the
books and records of the Trustee shall at all times show that all
such investments are part of the Master Fund;
(b) to employ suitable agents, depositories and
counsel, domestic or foreign, and to charge their reasonable
expenses and compensation against the Master Fund, and to confer
upon any such depository the powers conferred upon the Trustee by
paragraph (a) of this Section 7.2 as well as the power to appoint
subagents and depositories, wherever situated, in connection with
the retention of securities or other property;
(c) to borrow money from any source as may be necessary
or advisable to effectuate the purposes of the Trust on such
terms and conditions as the Trustee, in its absolute discretion,
may deem advisable;
(d) to deposit any funds of the Trust in accounts or
savings certificates, which bear a reasonable rate of interest,
issued or maintained by Bankers Trust Company, in its separate
corporate capacity, or in any other institution affiliated with
Bankers Trust Company;
(e) to compromise, compound, submit to arbitration or
settle any debt or obligation owing to or from or otherwise
adjust all claims in favor of or against the Master Fund other
than claims solely affecting the right of any Person to benefits
under a Participating Plan; to reduce or increase the rate of
interest or extend, or otherwise modify, foreclose upon default,
or enforce any such debt or obligation; to sue or defend suits or
legal proceedings to protect any interest in the Trust and to
represent the Trust in all suits or legal proceedings in any
court or before any other administrative agency, body or
tribunal;
(f) to make any distribution or transfer of assets as
of a Valuation Date authorized under Article X or XI or to
effectuate participants' rights under a Participating Plan in
cash or in kind, or partly in cash or kind, and, in furtherance
thereof, to value such assets, which valuation shall be
conclusive and binding on all Persons;
(g) upon the direction of the Named Fiduciary, to
maintain and operate one or more market inventory funds as a
vehicle to exchange securities among Discretionary and Directed
Funds without alienating the property from the Trust;
(h) with the consent of the Named Fiduciary, to loan
securities held in the Master Fund to brokers or dealers or other
borrowers under such terms and conditions as the Trustee, in its
absolute discretion, deems advisable, to secure the same in any
manner permitted by law and the provisions of this Agreement, and
during the term of any such loan, to permit the loaned securities
to be transferred into the name of and voted by the borrowers or
others, and, in connection with the exercise of the powers
hereinabove granted, to hold any property deposited as collateral
by the borrower pursuant to any master loan agreement in bulk,
either as provided in paragraph (a) of this Section 7.2 or
otherwise, together with the unallocated interests of other
lenders, and to retain any such property upon the default of the
borrower, whether or not investment in such property is
authorized under this Agreement, and to receive compensation
therefor out of any amounts paid by or charged to the account of
the borrower;
(i) to enroll the Master Fund in a program maintained
by Bankers to permit customer's accounts to participate in
dividend reinvestment plans offered by issuers of securities held
in accounts, such as the Master Fund, in order to realize upon
the discount from market value offered shareholders without
impact on the managed assets in the Master Fund, and to receive
compensation therefor (including reimbursement for certain of its
out-of-pocket costs associated therewith) out of the income
received by the Master Fund from participation in such program;
(j) to hold uninvested cash awaiting investment and
such additional cash balances as it shall deem reasonable or
necessary, without incurring any liability for the payment of
interest thereon; and
(k) generally, consistent with the provisions of this
Agreement to perform all acts (whether or not expressly
authorized herein) which it may deem necessary and prudent for
the protection of the assets of the Trust.
7.3. Limitation of Powers. The foregoing provisions of
this Article VII shall not be deemed to expand the permissible
investments for any Investment Fund under Section 5.1 or to limit
the Named Fiduciary's power to restrict the exercise of such
powers by an Asset Manager as provided in Section 4.3. In
addition, any powers conferred on the Trustee or any other Asset
Manager thereunder may be suspended or revoked at any time by the
Named Fiduciary upon notice to the Asset Manager or the Trustee,
as the case may be. Any oral notice hereunder shall be promptly
confirmed in writing to the Trustee and the Asset Manager, but
the Trustee shall have no responsibility hereunder unless and
until it has received notice in accordance with Section 15.6.
ARTICLE VIII
Records and Accounts of Trustee
8.1. Records. The Trustee shall keep accurate and
detailed accounts of all investments, receipts, disbursements and
other transactions in the Master Fund and all accounts, books and
records relating thereto shall be open to inspection and audit at
all reasonable times during normal business hours by any Person
designated by the Named Fiduciary.
8.2. Annual Account. Within ninety (90) days following
the close of each Accounting Period, the Trustee shall file with
the Account Party, in accordance with Section 15.6, a written
account setting forth the receipts and disbursements of the
Master Fund and the investments and other transactions effected
by it upon its own authority or pursuant to the directions of any
Person as herein provided during the Accounting Period.
8.3. Periodic Account. If so required by the terms of
any Participating Plan and agreed to by the Trustee, within
thirty (30) days following the close of each calendar month,
calendar quarter or other time period (but not more frequently
than monthly) the Trustee shall provide the Account Party with,
in accordance with Section 15.6, a written account for any such
Participating Plan, setting forth the receipts and disbursements
of the Master Fund and the investments and other transactions
effected by it upon its own authority or pursuant to the
directions of any Person as herein provided during such period;
provided, however, that such written account shall be limited to
an accounting of investments and transactions in the Master Fund
and shall not affect the responsibilities of the parties, if any,
under Section 2.5 herein.
8.4. Account Stated. Upon the expiration of ninety
(90) days from the date of filing its annual account with the
Account Party, the Trustee shall be forever released and
discharged from all liability and further accountability to the
Company, the Account Party or any other Person with respect to
the accuracy of such accounting and the propriety of all acts and
failures to act of the Trustee reflected in such account, except
with respect to any such acts or transactions as to which the
Account Party shall, within such 90-day period, file with the
Trustee specific written objections.
8.5. Judicial Accountings. Nothing herein shall in any
way limit the Trustee's right to bring any action or proceeding
in a court of competent jurisdiction to settle its account or for
such other relief as it may deem appropriate.
8.6. Necessary Parties. Except to the extent that
Sections 502 and 504 of ERISA may provide otherwise, in order to
protect the Master Fund from the expense of litigation, no Person
other than the Company shall be a necessary party in any
proceeding under Section 8.5 or may require the Trustee to
account or may institute any other action or proceeding against
the Trustee or the Trust.
ARTICLE IX
Compensation, Taxes and Expenses
9.1. Compensation and Expenses. Any expenses incurred
by the Trustee in connection with its administration of the
Master Trust including, but not limited to, fees for legal
services rendered to the Trustee (whether or not rendered in
connection with a judicial or administrative proceeding), such
compensation to the Trustee as shall be agreed upon from time to
time between the Trustee and an officer of the Company, and all
other proper charges and disbursements of the Trustee, shall be
paid from the Master Fund, unless paid by the Company. Anything
in the preceding sentence to the contrary notwithstanding, the
Company shall reimburse the Trustee for any such fees and
expenses if for any reason such expenses are not paid out of the
Master Fund. The Trustee's entitlement to reimbursement
hereunder shall not be affected by the resignation or removal of
the Trustee or by the termination of the Trust. The Named
Fiduciary may direct the Trustee to pay from the Master Fund any
other administration expenses of a Participating Plan. Each
direction to the Trustee under this Section and Section 9.3 shall
constitute a certification by the Named Fiduciary that such
direction is in accordance with applicable law, the terms of any
relevant Participating Plan and the terms of this Agreement, and
the Trustee shall have no duty to make any independent inquiry or
investigation as to any of the foregoing before acting upon such
direction, or to see to the application of any moneys paid over.
9.2. Taxes. All taxes of any and all kinds whatsoever
that may be levied or assessed under existing or future laws,
domestic or foreign, upon the Master Fund or the income thereof
shall be paid from the Master Fund.
The Trustee shall notify the Named Fiduciary of any taxes
that may be assessed. In the event that the Named Fiduciary shall
determine that the taxes are not lawfully assessed, it may elect
to direct the Trustee at the expense of the Trust, or may itself,
contest such assessment.
9.3. Allocation. Any tax or expense paid from the
Master Fund hereunder which is determined by the Named Fiduciary
to be specifically allocable to one or more Investment Funds or
Participating Plans, as the case may be, shall be charged against
such Investment Funds or the Share of such Participating Plan or
Plans, in such proportions as the Named Fiduciary shall direct
the Trustee. Any expense which is allocable to all of the
Investment Funds or all of the Participating Plans shall be
charged against the Master Fund as a whole.
ARTICLE X
Resignation or Removal of Trustee
10.1. Resignation or Removal. The Trustee may be
removed by the Company at any time upon ninety (90) days' notice
in writing to the Trustee. The Trustee may resign at any time
upon ninety (90) days' notice in writing to the Company.
10.2. Designation of a Successor. Upon the removal or
resignation of the Trustee, the Company shall either appoint a
successor trustee who shall have the same powers and duties as
those conferred upon the Trustee hereunder, and upon acceptance
of such appointment by the successor trustee, the Trustee shall
assign, transfer and pay over the Master Fund to such successor
trustee, or the Company shall direct the Trustee to assign,
transfer and payover the Master Fund to one or more insurance
companies pursuant to insurance contracts issued to the
Participating Plans. If, for any reason, the Company cannot or
does not act promptly to appoint a successor trustee or designate
an insurance company in the event of the resignation or removal
of the Trustee, the Trustee may apply to a court of competent
jurisdiction for the appointment of a successor trustee. Any
expenses incurred by the Trustee in connection therewith shall be
charged to and paid from the Master Fund as an expense of
administration.
10.3 Reserve for Expenses. The Trustee is authorized
to reserve such amount as to it may deem advisable for payments
of its fees and expenses in connection with the settlement of its
account or otherwise, and any balance of such reserve remaining
after the payment of such fees and expenses shall be paid over in
accordance with the directions of the Company under 10.2. The
Trustee is authorized to invest such reserves in any investment
authorized under the terms of this Agreement appropriate for the
temporary investment of cash reserves of trusts.
ARTICLE XI
Withdrawal of Participating Plans
11.1. Event of Withdrawal. Upon receipt of notice from
the Company of the termination (including any partial
termination) and distribution of the assets of a Participating
Plan or of the withdrawal of any Participating Plan, or part
thereof, from the Trust, the Trustee shall segregate the share of
the assets of the Master Fund allocable to such Participating
Plan, or part thereof, and shall dispose of such assets in
accordance with the directions of the Company.
11.2. Disqualification. The Company shall promptly
notify the Trustee if any Participating Plan has been or is
likely to be disqualified under Section 401 of the Code. In that
event, the Share of such Participating Plan shall be treated as a
Plan withdrawn pursuant to Section 11.1.
11.3. Approval of Appropriate Agencies. The Trustee
may, in its absolute discretion, condition delivery, transfer or
distribution of any assets withdrawn from the Master Fund under
this Article XI upon the Trustee's receiving assurances
satisfactory to it that any notice which may be required to be
given under ERISA or the Code to any Person, the Department of
Labor or the Internal Revenue Service has been given, or that any
filing which is required to be made to determine that a
termination has not affected the qualification of a Participating
Plan has been made, and that any plan to which such assets are to
be transferred is a qualified plan under Section 401(a) of the
Code. The Trustee shall not be responsible under any
Participating Plan to give any such notice or make any such
filings or maintain any records required under ERISA or the Code,
all of which, for purposes of this Agreement, shall be the
responsibility of the Company.
ARTICLE XII
Amendment or Termination
12.1. Amendment. Subject to Section 1.4, the Company
reserves the right at any time and from time to time to amend, in
whole or in part, any or all of the provisions of this Agreement
by notice thereof in writing delivered to the Trustee; provided,
however, no amendment which affects the rights, duties or
responsibilities of the Trustee may be made without its prior
written consent.
12.2. Termination. Subject to Section 1.4, the Company
reserves the right to terminate this Agreement by notice in
writing thereof delivered to the Trustee. In the event of
termination, the Trustee shall dispose of the Master Fund, after
the payment of or other provision for all of its expenses
(including any compensation to which the Trustee may be
entitled), all in accordance with the written directions of the
Company. In the event that termination results from the removal
of the Trustee or the withdrawal of all of the Participating
Plans, then such disposition shall be implemented in accordance
with the provisions of Article X or Article XI as the case may
be.
12.3. Trustee's Authority to Survive Termination. Until
the final distribution of the Master Fund, the Trustee shall
continue to have and may exercise all of the powers and
discretions conferred upon it by this Agreement.
ARTICLE XIII
Tender Offers
13.1. In General. In the event that any person (other
than the Company or any affiliate thereof) shall make a public
offer for Company Stock held in the Common Stock Fund, the
Company undertakes to provide promptly a copy of the offer, and
any other material information concerning such offer, to each
Participating Plan participant (including, for the purposes of
this Article XIII, any beneficiary of a deceased participant) who
has an interest in the Common Stock Fund with a form for
furnishing to the Trustee timely instructions as to whether the
Company Stock allocated to participants' accounts for purposes of
this Article XIII should be tendered. Each participant may elect
that all, but not less than all, of the Company Stock allocated
to his account be tendered by the Trustee on his behalf. Upon
timely receipt of instructions from a participant to so tender,
the Trustee shall tender all such Company Stock allocated to such
participant's account. Any Company Stock held by the Trustee as
to which it receives either no instruction or incomplete
instructions from a participant to whose account such stock is
allocated shall not be tendered. In the event that participants'
instructions cannot otherwise be returned to the Trustee in a
timely fashion, the Company agrees to collect and tabulate such
instructions in a manner that will assure a confidential and
accurate tabulation and timely tender by the Trustee. Any
securities or other property received by the Trustee as a result
of having tendered Company Stock, as hereinabove provided, shall
be held, and any cash so received shall be invested in short term
investments, pending any further action which the Trustee may be
required or directed to take pursuant to the Plan.
Notwithstanding anything in this Agreement to the contrary,
during the period of any public offer for Company Stock, the
Trustee shall refrain from making purchases of Company Stock
under this Agreement. In addition to any compensation or
expenses provided under Section 9.1, the Trustee shall be
entitled to reasonable compensation and reimbursement for its out-
of-pocket expenses for any services attributable to the duties
and responsibilities described in this Section 13.1.
13.2. Trustee's Indemnification. In addition to any
other claims the Trustee may have under this Agreement or by law,
the Company hereby agrees to hold the Trustee harmless and to
indemnify the Trustee from and against any and all losses,
claims, damages, liabilities or expenses whatsoever (including,
but not limited to, any and all expenses reasonably incurred in
investigating, preparing or defending against any litigation or
proceeding, commenced or threatened, or any claim whatsoever),
(a) arising out of, relating to or in connection with any public
offer of the kind referred to above, whether in respect of the
solicitation of directions from Participating Plan participants,
or tabulating, reporting or acting upon such directions or
otherwise, or (b) arising out of or based upon any untrue
statement or alleged untrue statement contained in any
instrument, document or other material furnished by or through
the Company to Participating Plan participants, or otherwise used
by the Company or authorized by it for use in respect of, any
such public offer or arising out of or based upon an omission or
alleged omission to state a material fact required to be stated
or necessary to make other statements made in any such material
not misleading, except, solely in the case of indemnification
pursuant to clause (a), for a loss, claim, damage, liability or
expense primarily attributable to the bad faith or gross
negligence of the Trustee.
ARTICLE XIV
Authorities
14.1. Company. Whenever the provisions of this
Agreement specifically require or permit any action to be taken
by "the Company", such action must be authorized by the Board of
Directors. Any resolution adopted by the Board of Directors or
other evidence of such authorization shall be certified to the
Trustee by the Secretary or an Assistant Secretary of the Company
under corporate seal, and the Trustee may rely upon any
authorization so certified until revoked or modified by a further
action of the Board of Directors similarly certified to the
Trustee.
14.2. Subsidiary or Affiliate. Any action required or
permitted to be taken under this Agreement by a subsidiary or
affiliate of the Company shall be given by the Board of Directors
thereof in the manner described in Section 14.1.
14.3. Named Fiduciary and Committee. The Company shall
furnish the Trustee from time to time with a list of the names
and signatures of all Persons (other than the Company) authorized
hereunder: (i) to receive accountings under Section 1.2(a); (ii)
to act as a Named Fiduciary; (iii) as members of the
Administrative Committee; or (iv) in any manner authorized to
issue orders, notices, requests, instructions and objections to
the Trustee pursuant to the provisions of this Agreement. Any
such list and the form of the instructions shall be certified to
the Trustee by the Secretary or an Assistant Secretary of the
Company (or by the Secretary or an Assistant Secretary of any
subsidiary or affiliate of the Company which, in the opinion of
counsel to the Company, has not delegated that authority to the
Company) and may be relied upon for accuracy and completeness by
the Trustee. Each such Person shall thereupon furnish the
Trustee with a list of the names and signatures of those
individuals, if any, who are authorized, jointly or severally or
otherwise, to act for such Person hereunder, and the Trustee
shall be fully protected in acting upon any notices or directions
received from any of them.
14.4. Investment Manager. The Named Fiduciary shall
cause each Investment Manager to furnish the Trustee from time to
time with the names and signatures of those persons authorized to
direct the Trustee on its behalf hereunder.
14.5. Form of Communications. Any agreement or
understanding between the Company and any Person (including an
Investment Manager) or any other provision of this Agreement to
the contrary notwithstanding, all notices, directions and other
communications to the Trustee shall be in writing or in such
other form, including transmission by electronic means through
the facilities of third parties or otherwise, specifically agreed
to in writing by the Trustee. The Trustee shall be fully
protected in acting in accordance therewith, but shall not
thereby assume responsibility for the failure or breakdown of any
such means of communication not due to its own negligence or
willful misconduct.
14.6. Continuation of Authority. The Trustee shall have
the right to assume, in the absence of written notice to the
contrary, that no event constituting a change in the composition
or authority of the Named Fiduciary or membership of the
Administrative Committee or terminating the authority of any
Person, including any Investment Manager, has occurred.
14.7. No Obligation to Act on Unsatisfactory Notice.
The Trustee shall incur no liability under this Agreement for any
failure to act pursuant to any notice, direction or any other
communication from any Asset Manager, the Company, the Named
Fiduciary, the Administrative Committee, or any other Person or
the designee of any of them unless and until it shall have
received instructions in form specified in this Article XIV.
ARTICLE XV
General Provisions
15.1. Governing Law. To the extent that state law shall
not have been preempted by the provisions of ERISA or any other
law of the United States heretofore or hereafter enacted, this
Agreement shall be administered, construed and enforced according
to the laws of the State of New York.
15.2. Entire Agreement. The Trustee's duties and
responsibilities to any Participating Plan or any Person
interested therein shall be limited to those specifically set
forth in this Agreement. No amendment to any Participating Plan
or agreement or instrument affecting any Participating Plan or
any other document shall affect the Trustee's duties or
responsibilities hereunder without its prior written consent.
15.3. Mistake. No mistake made in good faith and in the
exercise of due care in connection with the administration of the
Master Fund shall be deemed to be a breach of the Trustee's
duties if, promptly after discovery of the mistake, the Trustee
takes whatever action may be practicable in the circumstances to
remedy the mistake.
15.4. Reliance on Experts. The Trustee may consult
with experts (who may be experts employed by the Company)
including legal counsel, appraisers, pricing services,
accountants or actuaries, selected by it with due care with
respect to the meaning and construction of this Agreement or any
provision hereof, or concerning its powers and duties hereunder,
and shall be protected for any action taken or omitted by it in
good faith pursuant to or on the basis of the opinion of any such
expert.
15.5. Successor to the Trustee. Any successor, by
merger or otherwise, to substantially all of the trust business
of Bankers shall automatically and without further action become
the Trustee hereunder, subject to all the terms and conditions
and entitled to all the benefits and immunities hereof.
15.6. Notices. All notices, reports, annual accounts
and other communications from the Trustee to the Company, the
Named Fiduciary, Administrative Committee, Investment Manager, or
any other Person shall be deemed to have been duly given if
mailed, postage prepaid, or delivered in hand to such Person at
its address appearing on the records of the Trustee, which
address shall be filed with the Trustee at the time of the
establishment of the Trust and shall be kept current thereafter
by the Named Fiduciary. All directions, notices, statements,
objections and other communications to the Trustee shall be
deemed to have been given when received by the Trustee at its
offices in the form provided in Article XIV.
15.7. Plan Documents. The Named Fiduciary shall provide
the Trustee with complete, current copies of all Participating
Plans and the most recent tax qualification letters relative
thereto. The Trustee shall be entitled to rely upon the Named
Fiduciary's attention to this obligation and shall be under no
duty to inquire of any Person as to the existence of any
documents not provided hereunder.
15.8. No Waiver; Reservation of Rights. The rights,
remedies, privileges and immunities expressed herein are
cumulative and are not exclusive, and the Trustee shall be
entitled to claim all other rights, remedies, privileges and
immunities to which it may be entitled under applicable law.
15.9 Descriptive Headings. The captions in this
Agreement are solely for convenience of reference and shall not
define or limit the provisions hereof.
15.10 Spendthrift Provision. Except as may be required
by law, no interest or claim of interest of any kind of any
participant in any Participating Plan under the provisions of
this Trust is assignable, nor may any such interest or claim be
subject to garnishment, attachment, execution or levy of any
kind, and no attempt to transfer, assign, pledge or otherwise
encumber or dispose of such interest by act of the Person
involved or by operation of law will be recognized.
ARTICLE XVI
Undertaking by Company
16.1. Undertaking. In consideration of Bankers'
agreeing to enter into this Agreement, the Company hereby agrees
to hold harmless Bankers, individually and as Trustee, and
Bankers' directors, officers, and employees, from and against all
amounts, including without limitation taxes, expenses (including
reasonable counsel fees), liabilities, claims, damages, actions,
suits or other charges, incurred by or assessed against Bankers,
individually or as Trustee, or its directors, officers or
employees (i) as a direct or indirect result of any act or
omission of any predecessor trustee or fiduciary appointed under
any Participating Plan; (ii) as a direct or indirect result of
anything done in good faith, or alleged to have been done, by or
on behalf of Bankers in reliance upon the directions of any
Investment Manager, the Administrative Committee, the Company, or
the Named Fiduciary, or anything omitted to be done in good
faith, or alleged to have been omitted, in the absence of such
directions; or (iii) as a direct or indirect result of the
failure of the Company, the Administrative Committee, or the
Named Fiduciary, directly or indirectly, to adequately, carefully
and diligently discharge its fiduciary responsibilities with
respect to the Participating Plans.
16.2. Limitation on Undertaking. Anything hereinabove
to the contrary notwithstanding, the Company shall have no
responsibility to Bankers under Section 16.1 (ii) or (iv) if
Bankers knowingly participated in or knowingly concealed any act
or omission of any Person described therein knowing that such act
or omission constituted a breach of such Person's fiduciary
responsibilities, or if Bankers fails to perform any of the
duties specifically undertaken by it under the provisions of this
Agreement in the manner herein provided, or if Bankers fails to
act in conformity with duly given and authorized directions
hereunder.
16.3. Waiver of Defense. The Company expressly waives
and shall be forever estopped from asserting as a defense against
Bankers, or any of its directors, officers or employees, in any
action to enforce this undertaking that any one of them failed to
discharge any obligation he, she or it may have or to be deemed
to have had under any statute governing the conduct of
fiduciaries in following the directions of the Company, the Named
Fiduciary or Administrative Committee, the Investment Manager or
any Person duly authorized to act for any of them under Article
XIV.
<PAGE>
<PAGE>
16.4. Survival of Undertakings. The Company further
agrees that the undertakings made in this Article XVI shall be
binding on its successors or assigns and shall survive
termination, amendment or restatement of this Agreement, or the
resignation or removal of the Trustee, and that this Article
shall be construed as a contract between the Company and the
Trustee according to the laws of the State of New York in effect
from time to time.
<PAGE>
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto
duly authorized and their corporate seals to be hereunto affixed
and attested to as of the day and year first above written.
AMOCO FABRICS AND FIBERS COMPANY
By G. W. SOWELL
Controller
(Title)
BANKERS TRUST COMPANY
By WAYNE TSE
Vice President
(Title)
<PAGE>
<PAGE>
STATE OF NEW YORK )
) ss. :
COUNTY OF NEW YORK )
On the 8 day of DECEMBER, in the year one
thousand nine hundred and ninety five, before me personally came
WAYNE TSE to me known, who being by me duly sworn, did
depose and say: that he/she resides in
NEW HYDE PARK, NY; that he/she is the VICE PRESIDENT of
BANKERS TRUST COMPANY, the corporation described in and which
executed the above instrument; that he/she knows the seal of said
corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by order of the Board of
Directors of said corporation, and that he/she signed his/her
name thereto by like order.
ALLISON O. TAYLOR
Notary Public
ALLISON O. TAYLOR
Notary Public, State of New York
No. 31-5008595
Qualified in New York County
Commission Expires February 22, 1997
STATE OF NEW YORK )
) ss. :
COUNTY OF NEW YORK )
On the 14th day of DECEMBER, in the year one
thousand nine hundred and ninety five, before me personally came
G. W. SOWELL to me known, who being by me duly sworn, did
depose and say: that he/she resides in
COBB; that he/she is the CONTROLLER of
the AMOCO FABRICS & FIBERS CO,
the corporation described in and which
executed the above instrument; that he/she knows the seal of said
corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by order of the Board of
Directors of said corporation, and that he/she signed his/her
name thereto by like order.
MILDRED W. HERRINGTON
Notary Public
MILDRED W. HERRING
NOTARY PUBLIC
COBB COUNTY
GEORGIA
EXPIRES Dec. 17, 1995
<PAGE>
<PAGE>
APPENDIX A
Participating Plans in the Amoco Fabrics and Fibers Company
Master Trust:
1. Amoco Fabrics and Fibers Company Hourly 401(k) Savings Plan
2. Amoco Fabrics and Fibers Company Salaried 401(k) Savings
Plan
<PAGE>
<PAGE>
APPENDIX B
Investment funds the Master Fund is held and invested in:
1. Bankers Trust Company's Money Market Fund
2. Bankers Trust Company's Balanced Fund
3. Bankers Trust Company's Equity Index Fund
4. A fund consisting of the Common Stock of Amoco Corporation
purchased by the Trustee or distributed by the Company to the
extent permitted by the Participating Plans.
<PAGE>
<PAGE>
EXHIBIT 5
December 19, 1995
Amoco Corporation
200 East Randolph Drive
Chicago, Illinois 60601
Ladies and Gentlemen:
Reference is made to the proposed offering of interests
("Interests") in the Amoco Fabrics and Fibers Company
Salaried 401(k) Savings Plan (the "Plan"), and to the
proposed offering through the Plan of shares of Amoco
Corporation, an Indiana corporation ("Amoco"), common stock
without par value (the "Shares") to salaried employees of
Amoco Fabrics and Fibers Company. The Trustee for the Plan
and related master trust (the "Trustee") is Bankers Trust
Company, a New York banking corporation.
I am familiar with the Form S-8 Registration Statement
("Registration Statement") that Amoco and the Plan are 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").
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.
2. The Interests when issued pursuant to the terms and
conditions of the Plan, will be legally issued, fully
paid and non-assessable.
3. It is presently contemplated that the Shares to be
acquired by the Plan will be purchased (a)in the
open market, or (b)in other transactions not involving
issuance of shares by Amoco. To the extent that the
Shares acquired by the Plan shall constitute shares
issued by 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.
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 such Registration Statement. In giving such consent
I do not hereby admit that I am in the category of persons
whose consent is required under Section 7 of the Act.
Sincerely,
JANE E. KLEWIN
Jane E. Klewin
Attorney
<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 28, 1995 appearing on page 4 of Amoco Corporation's
Form 8-K dated April 5, 1995 which supplements Amoco
Corporation's Annual Report on Form 10-K for the year ended
December 31, 1994 to include summarized financial information
for Amoco Argentina Oil Company.
PRICE WATERHOUSE LLP
Chicago, Illinois
December 19,1995
