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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 Fee Required
For the fiscal year ended December 31, 1995 or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 No Fee Required
For the transition period from to .
Commission file number: 1-170-2
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)
Registrant's telephone number including area code: (312) 856-
6111
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock, without par value New York, Chicago,
Pacific, Toronto, Basel,
Geneva, Lausanne and
Zurich Stock Exchanges
Guarantee of Amoco Company:
8 5/8% Debentures Due 2016 New York Stock Exchange
Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12
months, and (2) has been subject to such filing requirements
for the past 90 days: Yes X No .
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K:
Aggregate market value of voting stock held by non-
affiliates as of January 31, 1996, based on a closing price of
$70 3/8 was approximately $34,900,000,000.
Number of common shares outstanding as of January 31,
1996, was 496,523,088 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Proxy Statement dated March 11, 1996.
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AMOCO CORPORATION
INDEX
Page
PART I
Items 1. and 2. Business and Properties ..................... 3
Exploration and Production ................................ 4
Reserves .................................................. 12
Oil and Gas Sales Commitments ............................. 13
Supply and Marketing of NGL ............................... 13
Refining .................................................. 14
Transportation ............................................ 14
Marketing of Petroleum Products ........................... 15
Chemicals ................................................. 16
Other Operations .......................................... 17
Research .................................................. 18
Employees ................................................. 19
Competition ............................................... 19
Government Regulation ..................................... 19
Environmental Protection .................................. 20
Executive Officers of the Registrant ...................... 22
Item 3. Legal Proceedings ................................... 24
Item 4. Submission of Matters to a Vote of Security Holders . 25
PART II
Item 5. Market for the Registrant's Common Stock and
Related Stockholder Matters ................................. 26
Item 6. Selected Financial Data ............................. 27
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations ......................... 28
Item 8. Financial Statements and Supplemental Information ... 41
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure ......................... 92
PART III
Item 10. Directors and Executive Officers of the Registrant . 92
Item 11. Executive Compensation ............................. 92
Item 12. Security Ownership of Certain Beneficial Owners and
Management .................................................. 92
Item 13. Certain Relationships and Related Transactions ..... 92
PART IV
Item 14. Exhibits, Financial Statements Schedules, and
Reports on Form 8-K ......................................... 93
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AMOCO CORPORATION
PART I
Items 1. and 2. Business and Properties
Amoco Corporation was incorporated in Indiana in 1889 and
has its principal executive offices at 200 East Randolph Drive,
Chicago, Illinois 60601. Amoco Corporation is a parent
corporation concerned with overall policy guidance, financing,
coordination of operations, staff services, performance
evaluation and planning for its subsidiaries.
Amoco Corporation and its consolidated subsidiaries
(herein collectively also called "Amoco" or the "Corporation")
form a large integrated petroleum and chemical enterprise.
There are three principal wholly owned subsidiaries. These
subsidiaries and the businesses in which they are engaged are
summarized below:
Amoco Production Company .. Exploration, development and
production of crude oil,
natural gas, and natural gas
liquids("NGL"), and marketing
of natural gas and NGL.
Amoco Oil Company ......... Refining, marketing and
transporting of petroleum and
related products.
Amoco Chemical Company .... Manufacture and sale of
chemical products.
Amoco Company, a wholly owned subsidiary of Amoco
Corporation, is the holding company for substantially all
petroleum and chemical operating subsidiaries except Amoco
Canada Petroleum Company Ltd. ("Amoco Canada"), which is wholly
owned by Amoco Corporation. Amoco Corporation has guaranteed
the outstanding public debt obligations of Amoco Company. Amoco
Corporation and Amoco Company have guaranteed the notes and
debentures of Amoco Canada. See Note 9 to the Consolidated
Financial Statements. Summarized financial information relating
to Amoco Company and Amoco Canada is disclosed in Note 22 to
the Consolidated Financial Statements.
In 1994, a major restructuring occurred that redefined the
role of the three principal subsidiaries as operating entities.
The new organization is structured around 17 business groups
divided into three sectors - exploration and production,
petroleum products and chemicals, supported by a shared
services organization. The Exploration and Production Sector
("E&P") includes U.S. Operations, International Operations,
Canada, Natural Gas, Worldwide Exploration, Eurasia and E&P
Technology. The Petroleum Products Sector includes Refining,
Marketing, Supply and Logistics and International Business
Development. The Chemicals Sector includes Chemical
Feedstocks, Chemical Intermediates, Polymers, Fabrics and
Fibers, Foam Products and Development and Diversification.
Information by business segment is generally reported along
business sectors.
Selected financial information by industry segment and
geographic area for the three years ended December 31, 1995, is
presented in Note 23 to the Consolidated Financial Statements.
WORLDWIDE OPERATIONS
Exploration and Production
Amoco is engaged in exploration for crude oil and natural
gas in onshore and offshore areas of the United States, Canada
and various countries outside North America. United States
offshore efforts are conducted primarily in the Gulf of Mexico
in both shallow and deepwater. Foreign exploration activities
are carried out primarily in the Alberta Basin of Canada, the
North Sea (United Kingdom, Norway and the Netherlands), the
Gulf of Suez and Nile Delta (Egypt), the Arabian Peninsula
(Yemen), West Africa (Angola, Gabon and Nigeria), Europe
(Poland and Romania), Australia, China, South America
(Argentina, Colombia, Ecuador and Venezuela) and Trinidad.
Amoco's U.S. production of crude oil, condensate, NGL, and
natural gas is principally in the states of Alaska, Colorado,
Kansas, Louisiana, New Mexico, Oklahoma, Texas, Utah, Wyoming
and offshore in the Gulf of Mexico. Principal foreign oil and
gas production is located in Argentina, Canada, Egypt, the
Netherlands, Norway, Sharjah, Trinidad and the United Kingdom.
Worldwide net production of liquid hydrocarbons in 1995
averaged 660,000 barrels per day, about the same as 1994. U.S.
liquids production averaged 295,000 barrels per day in 1995, as
higher NGL production offset declining crude oil production.
Worldwide net production of natural gas increased slightly in
1995. In the U.S., natural gas production was down 3 percent to
2,453 million cubic feet per day.
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Amoco's net production of oil and gas for the three years
ended December 31, 1995, which includes applicable volumes
produced under service contracts and production sharing
agreements in certain foreign countries, is summarized below:
United
States Canada Europe Other Worldwide
Crude oil and natural gas
liquids* (thousands of
barrels per day)
1995 ................... 295 66 64 235 660
1994 ................... 292 73 66 237 668
1993 ................... 305 84 51 238 678
Natural gas (millions of
cubic feet per day)
1995 ................... 2,453 842 363 581 4,239
1994 ................... 2,520 821 335 552 4,228
1993 ................... 2,443 916 259 530 4,148
*U.S. production includes NGL from processing plants in which
Amoco has an ownership interest of 64, 55 and 54 thousands of
barrels per day for the years 1995, 1994 and 1993,
respectively.
At year-end 1995, Amoco owned entirely or had an ownership
interest in 56 natural gas processing plants in the United
States, of which it was the operator for 32.
Amoco continued optimization of production from existing
waterflood and improved oil recovery operations in 1995. These
projects are predominately located in the Permian Basin of west
Texas and in Colorado and Wyoming. Collectively they account
for approximately 70 percent of Amoco's U.S. net crude and
condensate production. Amoco operated eight carbon dioxide
("CO2") floods in 1995, including North Cowden which began CO2
injection in February. In addition, $21 million (Amoco's share
$17 million) was authorized for a new CO2 flood project in the
Anton Irish field, which will consist of a new pipeline and 60
injector wells. Amoco also further optimized Bravo Dome, which
serves as the primary source of CO2, by drilling 40 new CO2
production wells in 1995.
In 1995, Amoco began the first commercial enhanced coalbed
methane ("ECBM") project in New Mexico's history. Amoco also
authorized the Tiffany ECBM project in 1995. This project is a
tertiary flood project located in Colorado with first injection
of nitrogen scheduled for 1996.
Amoco and Shell Oil Company are pursuing negotiations to
form a partnership combining their assets in the Permian Basin
area of west Texas and eastern New Mexico. Negotiations are
ongoing and are expected to be completed by mid-1996. Amoco
will have a 65 percent interest, with gross production expected
to be 210,000 barrels of crude oil per day.
Amoco maintained 1995 production and drilling operations
in the U.S. Gulf of Mexico at approximately the same levels as
1994. During 1995, Amoco drilled or participated in the
drilling of 48 development and extension wells of which 40 were
producers. Of the total wells drilled, Amoco operated 22.
The development of Amoco's U.S. deepwater holdings
continued to progress in 1995. Amoco began the capital outlays
required for the Ram-Powell project in the Gulf of Mexico, with
1995 spending of $60 million. Amoco's share of total
development expenses throughout the project life is estimated
at $286 million. First production is expected to be in 1997.
In addition to Ram-Powell, Amoco has made significant progress
on project scope design and system selections for two
additional deepwater development projects.
During 1995, Amoco acquired properties from Santa Fe
Minerals Inc., with an average working interest of 45 percent
in 488 gross wells with overriding royalty interests in an
additional 450 wells, and an estimated acreage position of 161
million net acres. These properties are primarily low cost,
moderate life gas fields located in core areas of the Anadarko
and Arkoma basins of Oklahoma and Arkansas. Net production is
estimated to be 38 million cubic feet per day of natural gas
and 1,500 barrels per day of crude oil and condensate.
In North America in 1995, Amoco continued to increase its
efforts in the marketing of natural gas and the purchase and
resale of natural gas from third parties. Outside North
America, Amoco also continued to expand its efforts in the
exploration, development and transportation of natural gas.
In Canada, Amoco divested interests in the Elk
Point/Lindbergh area as part of a strategy to redirect
resources to more profitable, longer-producing investments.
Proceeds are funding heavy oil growth in Primrose, Wolf Lake
and Wabasca areas of Alberta.
In Colombia, Opon Well Number 4 confirmed large gas and
condensate reserves in the Opon field. The well tested at
rates in excess of 58 million cubic feet per day of natural
gas. Amoco and its partners are pursuing natural gas sales
contracts to monetize this resource; and if current
negotiations prove successful, production may start up by year-
end 1996 or early 1997.
In China, Amoco Orient Petroleum Company commenced
development of the Liuhua Field in 1993 after approval by the
People's Republic of China. Amoco is the operator and has a
net working interest of 24.5 percent. Estimated total cost of
development for Amoco is $152 million, with $23 million
expected to be spent in 1996. First production is expected
this year, with average 1996 production expected to be 23,000
barrels of crude oil per day.
In Egypt, the development of two natural gas discoveries
in the Nile Delta is planned to begin during the last half of
1996. The estimated cost for Amoco of the development is $280
million. The gross proven reserves are 2 trillion cubic feet
of natural gas, of which Amoco has a 50 percent working
interest. The Nile Delta developments are anticipated to
fulfill both local requirements as well as export markets
utilizing Egypt Trans Gas Company ("ETGC"), the first private
Egyptian natural gas company, in which Amoco is a 33 percent
interest owner. ETGC is involved in the Egypt to Israel gas
pipeline project. In addition to this development, the Nile
Delta drilling program includes eight more exploration and
appraisal wells.
In 1995, Amoco Netherlands focused on exploring new
opportunities in the mid-stream gas market and increasing the
efficiency of ongoing operations by further reduction of
operating expenses. Also, a reservoir within Amoco's jointly-
owned Bergen concession is being converted to a natural gas
storage unit. Construction of the facilities is anticipated to
be completed by the 1997-98 heating season. Amoco's net
development costs are estimated to be $72 million. Amoco is
the operator with a net working interest of 36 percent.
In Norway, Amoco started work on a wellhead protector
platform that will be connected to the existing Valhall field
facilities. Production will commence from the new platform by
mid-1996. Development drilling will continue into 1998.
Amoco's total cost for the development is estimated to be $70
million. Amoco is the operator with a net working interest of
28.09 percent.
In the United Kingdom, the link between the Amoco-operated
Central Area Transmission System ("CATS") and British Gas's
National Transmission System was substantially completed in
1995. In addition, work continued on the construction of
onshore gas processing facilities at the CATS Terminal in
Teesside, England. This processing plant is required to
fulfill obligations under contracts with the British Gas
operated Armada field and the Texaco operated Erskine field.
Amoco's cost related to these facilities, which will be able to
process 600 million cubic feet of natural gas per day, is
estimated at $40 million.
CATS also exchanged letters of intent with the Eastern
Trough Area Project ("ETAP"), a joint development led by
British Petroleum. Subject to final contractual agreement,
CATS will begin transporting and processing approximately 600
million cubic feet per day of ETAP natural gas beginning in
late 1998. The contract with ETAP will require CATS to
construct a second processing unit at Teesside. Construction
is scheduled to begin in 1996. With the execution of the ETAP
agreement, contracts will have been concluded for the use of
all CATS capacity, which currently stands in excess of 1.6
billion cubic feet of natural gas per day.
Also in the United Kingdom, Amoco has entered into a joint
venture to market natural gas directly to domestic and
commercial customers initially in southeastern United Kingdom.
The venture will use natural gas from Amoco's North Sea fields
it operates as well as other projects in which Amoco has
interests.
In Sharjah, Amoco drilled 7 new development wells in the
Kahaif and Sajaa fields in 1995 at a total net cost of $13
million, resulting in a 38 percent increase in oil-equivalent
production compared to 1994.
In Trinidad and Tobago, Amoco is a major player in the
joint-venture development of a Liquefied Natural Gas ("LNG")
plant with a 34 percent net working interest. Amoco will
produce and supply 100 percent of the natural gas for the
plant, which is expected to be about 3 trillion cubic feet over
the next 20 years. Amoco's investment in the upstream and
downstream assets associated with the LNG plant will amount to
more than $1 billion. This plant links Amoco's highly
successful Trinidadian exploration and production efforts with
further downstream LNG operations and sales. A final site has
been selected and the major engineering, procurement and
construction contracts are expected to be awarded in early
1996. First deliveries are scheduled for mid-1999.
Also in Trinidad, Amoco made three significant discoveries
last year which should yield more than 1.5 trillion cubic feet
of new natural gas resources when fully developed. These
discoveries will provide additional resources to serve the
local market of Trinidad and Tobago and provide for potential
additional LNG growth.
Amoco is one of the leading companies composing the
Azerbaijan International Operating Company ("AIOC"), which is
working with the State Oil Company of Azerbaijan to develop
three fields (Azeri, Chirag, and Gunashli) in the Caspian Sea.
These fields hold an estimated 4 billion barrels of potential
oil reserves. Amoco holds a 17 percent interest in the
project. In 1995, AIOC and the Azerbaijan government agreed on
two pipeline routes to the Black Sea for early oil
transportation from the Chirag field. Crude oil production is
scheduled to begin in 1997.
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Average sales prices (including transfers) and production
costs per unit of oil and gas produced, for the three years
ended December 31, 1995, are as follows:
United
States Canada Europe Other
1995
Average sales prices:
Crude oil (per barrel) ..... $16.02 $15.15 $17.18 $16.02
Natural gas liquids
(per barrel) ............... $10.00 $ 9.71 $ -- $ --
Natural gas (per thousand
cubic feet, "mcf") ......... $ 1.35 $ .89 $ 2.45 $ 1.11
Average production costs (per
equivalent barrel) (*) ...... $ 3.54 $ 3.29 $ 5.59 $ 3.93
1994
Average sales prices:
Crude oil (per barrel) ..... $14.82 $13.38 $15.49 $14.23
Natural gas liquids
(per barrel) ............... $ 9.39 $ 8.75 $ -- $ --
Natural gas (per mcf) ...... $ 1.66 $ 1.39 $ 2.23 $ .89
Average production costs (per
equivalent barrel) (*) ...... $ 3.89 $ 3.62 $ 6.62 $ 3.84
1993
Average sales prices:
Crude oil (per barrel) ..... $15.96 $13.94 $17.69 $15.87
Natural gas liquids
(per barrel) ............... $10.79 $ 9.44 $ -- $ --
Natural gas (per mcf) ...... $ 1.88 $ 1.31 $ 1.97 $ .81
Average production costs (per
equivalent barrel) (*) ...... $ 4.42 $ 3.27 $ 6.43 $ 4.01
(*) Production costs are shown on a dollar-per-barrel basis
after converting natural gas into equivalent barrel units.
Natural gas was converted on the basis of approximate
relative energy content.
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Reported average sales prices represent recorded revenues
for oil and gas production quantities sold or transferred. In
some cases, particularly in overseas areas, recorded revenues
reflect adjustments for royalties, net profits interests, and
other contractual provisions. Accordingly, the reported per
barrel figures do not necessarily represent actual average
prices at which sales and transfer transactions occurred.
Production costs include costs involved in lifting oil or gas
to the surface and in gathering, treating, field processing and
field storage. Such costs include operating labor, repairs and
maintenance, materials, supplies and fuel consumed. Also
included are operating costs of NGL plants.
Data regarding Amoco's exploratory and development
drilling activities during the three years ended December 31,
1995, are summarized below:
United World-
States Canada Europe Other wide
1995
Net exploratory wells:
Productive .......... 53 71 -- 4 128
Dry ................. 47 24 4 8 83
Total .............. 100 95 4 12 211
Net development wells:
Productive .......... 348 168 6 127 649
Dry ................. 20 10 -- 4 34
Total .............. 368 178 6 131 683
Total net wells .... 468 273 10 143 894
1994
Net exploratory wells:
Productive .......... 43 39 -- 11 93
Dry ................. 12 16 8 9 45
Total .............. 55 55 8 20 138
Net development wells:
Productive .......... 457 114 2 98 671
Dry ................. 15 14 -- 10 39
Total .............. 472 128 2 108 710
Total net wells .... 527 183 10 128 848
1993
Net exploratory wells:
Productive .......... 29 26 -- 9 64
Dry ................. 6 5 2 11 24
Total .............. 35 31 2 20 88
Net development wells:
Productive .......... 238 70 8 66 382
Dry ................. 10 3 1 1 15
Total .............. 248 73 9 67 397
Total net wells .... 283 104 11 87 485
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Shown below are wells in process of being drilled at
December 31, 1995:
United
States Canada Europe Other Worldwide
Gross wells .... 185 5 16 41 247
Net wells ...... 134 3 7 25 169
The number of wells owned by Amoco at December 31, 1995,
were as follows:
United
States Canada Europe Other Worldwide
Gross wells owned:
Oil wells ...... 22,319 3,535 208 2,491 28,553
Gas wells ...... 14,183 1,457 158 84 15,882
Total ........ 36,502 4,992 366 2,575 44,435
Net wells owned:
Oil wells ...... 8,028 2,092 76 2,466 12,662
Gas wells ...... 8,549 937 49 57 9,592
Total ........ 16,577 3,029 125 2,523 22,254
Multiple completion wells included above:
Gross wells .... 1,579 219 -- -- 1,798
Net wells ...... 752 165 -- -- 917
Amoco's proved and unproved acreage holdings, including
acreage held under reservations, permits, options or similar
arrangements at December 31, 1995, are summarized below:
United
States Canada Europe Other Worldwide
(thousands of acres)
Gross acres:
Proved ................ 5,228 2,215 738 685 8,866
Unproved .............. 11,517 4,151 11,231 45,114 72,013
Reservations, permits,
options, etc. .......... 78 3,859 -- -- 3,937
Total .............. 16,823 10,225 11,969 45,799 84,816
Net acres:
Proved ................ 2,312 1,426 212 314 4,264
Unproved .............. 5,112 2,419 5,271 22,569 35,371
Reservations, permits,
options, etc. .......... 66 2,701 -- -- 2,767
Total .............. 7,490 6,546 5,483 22,883 42,402
Reserves
This section should be read in conjunction with data on
reserves presented in "Supplemental Information" to the
Consolidated Financial Statements.
Amoco replaced 134 percent of its production on an oil-
energy equivalent basis during 1995, excluding ownership
changes. Including the sale and purchase of properties, which
primarily involved purchases of interests in the United States,
and booking of early crude oil reserves associated with Amoco's
17 percent interest in a contract signed with the Azerbaijan
government covering three fields in the Caspian Sea, the
production replacement rate was 147 percent. The tables in
"Supplemental Information" section set forth by geographic area
net proved reserves as of December 31, 1995, 1994, 1993, and
1992 including reserves in which Amoco holds economic interest
under production sharing and other types of operating
agreements with foreign governments. Adding to 1995 reserves
were discoveries and extensions in Argentina, Canada, Trinidad,
the United Kingdom and the United States. Improved recovery
additions in Canada, Egypt, Norway, Trinidad and the United
States were also significant. Upward revisions of reserves
also occurred in Argentina, Egypt, the Netherlands, Sharjah and
the United Kingdom. As of March 1, 1996, no major discovery or
significant event has occurred that would have a material
effect on the estimated proved reserves reported at December
31, 1995.
Shown below are estimated proved reserves as of
December 31, 1995 and 1994:
Crude Oil &
NGL Natural Gas
(millions of (billions of
barrels) cubic feet)
Net proved reserves:
December 31, 1995 ........... 2,322 19,153
December 31, 1994 ........... 2,205 18,521
Net proved developed reserves:
December 31, 1995 ........... 1,918 15,441
December 31, 1994 ........... 1,914 15,538
Amoco has been required to file certain oil and gas
reserve information with various governmental agencies and
committees, including the Department of Energy ("DOE"), in
connection with a variety of matters. Reserve estimates
furnished to such authorities or agencies were determined on
the same basis as the estimates contained herein, except for
differences in format and definition as prescribed by the
requesting authority.
Oil and Gas Sales Commitments
Amoco sells gas from its producing operations under a
variety of contractual arrangements. Amoco has several gas
sales contracts that specify obligations to make available
fixed and determinable quantities. Amoco has 58 such contracts
in the United States which, as of December 31, 1995, provide
for the potential future delivery over the next three years of
749 billion cubic feet ("BCF") of natural gas. Amoco expects
this commitment to be fulfilled from proved reserves. Amoco
(U.K.) Exploration Company has a gas contract with Teesside
Power Limited which provides deliveries over a three-year
period as of December 31, 1995, of approximately 57 BCF of
natural gas. Amoco expects this commitment to be fulfilled
from reserves currently being developed. Amoco Canada has 17
outstanding natural gas contracts as of December 31, 1995.
Over the next three years, deliveries under these contracts
total approximately 336 BCF of natural gas, which Amoco
anticipates will be fulfilled from proved reserves.
Satisfying Amoco's obligations under sales contracts that
specify fixed and determinable quantities is not expected to
have a material adverse effect on Amoco's operations or
earnings. These contracts do not limit potential gains due to
future increases in market prices since essentially all are
based on market postings, an index basis, are negotiated
annually, or are converted from fixed prices to market prices
through the use of swaps (see Note 4 to the Consolidated
Financial Statements).
Supply and Marketing of NGL
In Canada, Amoco is engaged in the wholesale marketing of
NGL, which consists of ethane, propane, butanes and pentanes
extracted from natural gas. The majority of Amoco's NGL is
marketed on a wholesale basis under annual supply contracts
which provide for price redetermination based on prevailing
market prices. Sales volumes of NGL for 1995, 1994 and 1993
averaged 204,000 barrels per day, 173,000 barrels per day and
172,000 barrels per day, respectively.
Refining
Amoco owns and operates five refineries in the United
States. The daily operable capacity of these refineries in 1995
is shown below:
Daily
Operable
Capacity
Location of Refinery (barrels)
Texas City, Texas ........................... 433,000
Whiting, Indiana ............................ 410,000
Mandan, North Dakota ........................ 58,000
Yorktown, Virginia .......................... 53,000
Salt Lake City, Utah ........................ 44,000
Total ............................. 998,000
Daily input to crude units averaged 926,000 barrels in
1995, 959,000 barrels in 1994 and 958,000 barrels in 1993.
Crude unit utilization was 92.8 percent in 1995 compared with
97.5 percent in 1994. The decline compared with 1994 reflected
higher planned and unplanned refinery maintenance. Energy
efficiency improved in line with long-range energy conservation
plans with consumption declining 11 percent since 1988.
Refinery investments focused on chemical feedstock production,
sustaining reliable operations, increasing crude flexibility
and environmental compliance.
Transportation
Amoco operates extensive transportation facilities for
crude oil, refined products, NGL, CO2 and petrochemical
feedstocks in the United States. Crude oil is transported from
most of the oil-producing areas of the continental United
States to refining centers in the Rocky Mountain, midwestern
and southwestern states. The crude oil system delivers directly
to 11 refineries, four of which are owned by Amoco.
Indirectly, the system serves some 35 refineries of other
companies through connecting common carrier pipelines. In
addition, the common carrier refined petroleum product system
is connected to three refineries. Chemical feedstock lines
receive product directly from Amoco refineries and other Amoco
plants, and deliver directly to various plants. NGL is
gathered and then transported through a system of owned,
partially owned and common carrier pipelines in Canada and the
United States. In total, Amoco's pipeline network in North
America aggregates 16,954 miles, consisting of 2,784 miles of
gathering lines and 14,170 miles of trunk lines. In 1995,
shipments through Amoco's pipelines system in North America
totaled 400 million barrels of crude oil and 383 million
barrels of refined products and feedstocks.
Minority interests are also owned in 9 other common
carrier pipeline companies, including Amoco's 14.3 percent
interest in Colonial Pipeline Company, a common carrier refined
products pipeline system which runs 1,600 miles from near
Houston, Texas, to the New York City area, and its 10.5 percent
interest in Endicott Pipeline, a crude oil pipeline system
which runs from the Beaufort Sea to the Trans Alaska Pipeline.
In 1995, Amoco divested its interest in Wyco Pipeline Company.
In January 1996, Amoco signed an agreement to build a
pipeline from Billings, Mont., to Elk Basin, Wyo., as part of a
joint venture with Conoco, to ship Canadian crude to Salt Lake
City and Denver. The pipeline will increase the availability
of Canadian crude oil to the Salt Lake City refinery,
supporting refining and marketing plans for the northern Rocky
Mountain states. Amoco also signed an agreement to purchase a
Texaco pipeline system that will maintain an economic crude
supply for the Mandan, N.D., refinery.
Amoco also owns and leases a number of trucks and railcars
which are used to transport crude oil, raw materials, refined
products and chemicals in North America.
As of December 31, 1995, Amoco owned four U.S. Flag
tug/barges and bareboat chartered another tug/barge, giving
Amoco an aggregate of 100 thousand deadweight tonnage ("DWT").
Amoco was also committed under long-term time charters to three
international flag tankers, totaling 240 thousand DWT. An
additional 317 thousand DWT was time chartered on a short-term
basis, of which 51 thousand DWT was for a U.S. Flag tanker.
Marketing of Petroleum Products
The principal refined products manufactured and marketed
by Amoco are gasolines, diesel fuels, jet fuels, heating oils,
asphalt, residual fuels, motor oils, greases and lubricants.
Motor gasolines, diesel fuels, heating oils and motor oils are
sold under various brand names and trade names, the principal
ones of which include the words AMOCO, PERMALUBE, ULTIMATE,
SILVER and in the midwestern states, STANDARD. Amoco also
sells large quantities of liquefied petroleum gas and NGL, and
offers convenience merchandise and related services to
motorists, some of which are marketed under the CERTICARE and
SPLIT SECOND brand names.
In the United States, Amoco's marketing of petroleum
products is concentrated in the midwest, east and southeast.
Amoco supplies about 9,300 gasoline retail outlets, of which
approximately 3,000 are either owned or leased. Most of these
outlets are independently operated. Amoco continues to
reposition its marketing operations by acquisitions, asset
recapitalization and construction of high volume facilities,
including cobranded sites with retailers such as McDonald's
Corporation. Amoco also has plans to open outlets in Poland,
Romania and Bulgaria. In 1995, petroleum product sales volumes
averaged 1,171,000 barrels per day in the United States, about
the same as in 1994. Gasoline sales averaged 614,000 barrels
per day and distillates averaged 366,000 barrels per day, both
about the same as in 1994. In 1995, Amoco sold its motor club
to a third party who will continue to market motor club
memberships under the Amoco name.
U.S. sales volumes of petroleum products for the three
years ended December 31, 1995, are detailed below:
1995 1994 1993
(thousands of barrels per day)
United States:
Gasoline .............. 614 612 597
Distillates ........... 366 369 350
Other products ........ 191 196 184
Total ................ 1,171 1,177 1,131
Chemicals
Amoco produces and markets a variety of petroleum-based
chemicals worldwide. Chemical feedstocks include paraxylene
("PX"), metaxylene, olefins, and styrene used as raw materials
for other chemical product lines. Chemical intermediates
include purified terephthalic acid ("PTA"), the preferred raw
material for the manufacture of polyester; purified isophthalic
acid ("PIA") used for isopolyester resins and gel coats;
trimellitic anhydride used principally in plasticizers;
polybutene used in lubricating oil additives; and dimethyl-2 6-
naphthalene dicarboxylate, commonly known as "NDC", used for
photographic film and specialized packaging. Polymers include
polypropylene used for molded products, fibers and films;
polystyrene used for foam food packaging and other
applications; engineering polymers used for medical, automotive
and electronic applications; and carbon fibers used in sporting
goods and aerospace applications. Fabrics and fibers are
primarily used in carpet backing and industrial uses such as
civil engineering fabrics and agricultural bagging. Foam
products are used in consumer tableware, packaging trays and
insulation boards.
Amoco's principal North American chemical and plastic
products facilities are located at Alvin, Baytown, Corsicana
and Texas City, Texas; Decatur and Roanoke, Alabama; Beech
Island, Greenville, Rock Hill, Seneca, Spartanburg, and the
Cooper River plant near Mount Pleasant, South Carolina; Rocky
Mount and Greensboro, North Carolina; Malvern, Arkansas;
Atlanta, Augusta, Bainbridge, Hazlehurst and Nashville,
Georgia; Joliet, Willow Springs and Wood River, Illinois;
Fresno and La Mirada, California; Yakima, Washington; Afton and
Winchester, Virginia; Chippewa Falls, Wisconsin; Marietta,
Ohio; and Hawkesbury and Brantford, Ontario.
A wholly owned chemical plant at Geel, Belgium
manufactures PTA, PIA and polypropylene. Facilities for the
fabrication of carpet backing and industrial cloth from
polypropylene are located in the United Kingdom, Germany,
Australia and Brazil. In 1995, Amoco acquired a fabrics and
fibers plant in Matehuala, Mexico.
In 1994, Amoco began construction of a wholly-owned PTA
plant in Malaysia, with annual capacity of 500,000 tons; start-
up is expected in the first half of 1996. In 1995, Amoco began
construction of a PTA joint-venture plant in Indonesia, with
annual capacity of 350,000 tons; start up is expected in 1997.
Amoco holds a 40 percent direct interest in an aromatics
complex in Singapore. This joint venture, Singapore Aromatics
Company, includes paraxylene capacity of 350,000 metric tons
and is expected to start up in early 1997.
Amoco also holds a 50 percent interest in a fabrics plant
in China; a 50 percent interest in an isophthalic acid plant in
Japan; and the following interests in PTA plants: 49 percent
in Brazil; 50 percent in Taiwan; 35 percent in South Korea; and
9 percent in Mexico.
The following table sets forth chemical segment revenues
for the three years ended December 31, 1995:
1995 1994 1993
(millions of dollars)
Chemical feedstocks ...... $ 704 $ 531 $ 397
Chemical intermediates ... 2,622 1,791 1,421
Polymers ................. 890 697 545
Fabrics and fibers ....... 970 936 717
Foam products ............ 288 252 226
Other .................... 243 307 316
Total Worldwide ........ $ 5,717 $ 4,514 $ 3,622
In early 1996, Amoco announced it was reviewing strategic
alternatives, including possible divestment of Atlanta-based
Amoco Foam Products Company. Amoco Foam is a leading
manufacturer and marketer of polystyrene foam products, with
nine plants in the United States. In 1995, Amoco Foam product
revenues totaled $288 million.
On March 1, 1996, Amoco Corporation completed the purchase
of Albemarle Corporation's alpha olefins, poly alpha olefins
and synthetic alcohols for approximately $500 million. The
purchase involves about 550 people with assets in Texas and
Belgium.
Other Operations
In 1995, Amoco completed the sale of the consulting,
engineering, remediation and in-plant services of its wholly
owned subsidiary, Ecova Corporation, which included a 45,000-
ton-per-year hazardous-waste incinerator in Nebraska.
Amoco has a wholly owned real estate subsidiary, AmProp
Inc. ("AmProp"), which was formed in late 1988. AmProp was
established to identify ways to enhance the value of Amoco's
proprietary real estate holdings, to realize the value which
Amoco occupancy brings to a project and to develop a portfolio
of actively managed real estate investments. The real estate
investments have been developed in partnerships with local
developers. AmProp is the general partner with a controlling
interest in each venture partnership.
Much of Amoco's high technology new business development
is consolidated in a separate operating subsidiary, Amoco
Technology Company. Currently, the operating company has four
areas of major focus: telecommunications, photovoltaics (solar
power), DNA-based diagnostic products and alternative feedstock
development products.
One of Amoco Technology Company's wholly owned ventures,
ATx Telecom Systems, Inc., is in the business of manufacturing
high performance fiber optic communications equipment used in
the rapidly expanding markets for cable television, terrestrial
long-distance and undersea telephone industry.
In January 1995, Amoco and Enron Corporation formed a
general partnership to continue the manufacturing and marketing
of both semicrystalline and amorphous silicon modules that
produce electricity directly from sunlight, as well as to
develop solar powered electric generation facilities. The
joint venture, Amoco/Enron Solar, owns the business and
technologies previously held by Solarex Corporation (a wholly
owned subsidiary of Amoco Technology Company). A separate
division, Amoco/Enron Solar Power Development, assumed the
responsibility for development of worldwide power marketing for
projects that produce and sell solar energy.
Vysis, Inc., another wholly owned venture, is currently
developing, manufacturing and marketing a series of DNA probe
reagents and automated instruments which can be used for
genetic testing or diagnosing cancer and prenatal disorders.
The remaining company owned by Amoco Technology Company,
Amoco Ethanol Development Company ("AEDC"), was originally
initiated in 1991 as a research and development program based
on the use of biomass as a feedstock for fuel production. In
August 1995, AEDC and Stone & Webster Engineering Corporation
formed a fifty/fifty partnership, SWAN Biomass Company, to
commercialize this biomass to ethanol technology for fuel and
industrial uses.
Research
Research operations are conducted at five research
centers. At Tulsa, Oklahoma, research activities are directed
toward new and improved methods for finding and producing crude
oil and natural gas. At Naperville, Illinois, research is
conducted to develop new and enhanced chemical and petroleum
products and processes. These efforts include improvement of
product performance and methods used in the manufacturing of
chemicals and polymers, and refining of crude oil. The
Alpharetta, Georgia, research facility also conducts research
for polymers and engineered resins. Research and development
in support of photovoltaics and physical technology are carried
out at Newtown, Pennsylvania, and Downers Grove, Illinois,
respectively.
Expenditures for research and technology development
activities totaled $175 million in 1995, $255 million in 1994
and $292 million in 1993. An average of 1,326, 1,382 and 1,593
professional employees were engaged full-time in these
activities during 1995, 1994 and 1993, respectively.
Employees
Amoco had 42,689 employees in its worldwide operations as
of December 31, 1995. Of this total, 33,817 were located in
the United States, with approximately 15 percent represented by
various labor organizations. The remaining 8,872 employees
were located in foreign countries, of which approximately 22
percent were represented by labor groups.
Competition
All phases of the petroleum and chemical industries,
comprising numerous competitors large and small, are highly
competitive, including the search for and development of new
sources of supply; the construction and operation of crude oil
and refined products pipelines; and the refining,
manufacturing, distributing and marketing of petroleum and
chemical products. The petroleum industry also competes with
other industries in supplying energy, fuel and other needs of
consumers. Amoco does not consider one or a small group of
competitors to be dominant in the industries in which it
competes. Amoco is the largest corporate producer of natural
gas in the United States, and it is the largest private owner
of natural gas reserves in North America. Amoco believes that
it ranked seventh in crude oil and natural gas liquids
production in the United States in 1995. During 1995, Amoco
marketed about 7 percent of the refined products sold in the
United States. Amoco sells petroleum products in 32 states.
Amoco was also active in approximately 40 countries. Amoco is
among the largest U.S. chemical companies in terms of sales
revenues. Amoco is the world's largest manufacturer of PTA,
with annual capacity of 5.1 million metric tons, including
joint ventures. Amoco is also the world's leading manufacturer
of paraxylene with annual wholly owned production capacity of
1.4 million metric tons. In addition, the discussion under the
headings "Exploration and Production," "Reserves," "Oil and Gas
Sales Commitments," "Supply and Marketing of NGL," "Refining,"
"Transportation," "Marketing of Petroleum Products,"
"Chemicals," "Other Operations" and "Research" in Items 1 and 2
of this Form 10-K discloses more detailed information on
product markets included in the various segments of Amoco's
operations.
Government Regulation
Petroleum industry activities have been, and in the future
may be, affected from time to time by political developments,
both foreign and domestic, and federal, state and local laws,
regulations and decrees, such as restrictions on production,
imports and exports, crude oil and products allocation and
rationing, price controls, tax increases and retroactive tax
claims, expropriation of property, cancellation of contract
rights and environmental protection controls. The likelihood
of such occurrences and their overall effect upon Amoco vary
from country to country and are not predictable.
The DOE and the Federal Energy Regulatory Commission
("FERC") have jurisdiction over Amoco's common carrier
pipelines engaged in the interstate transportation of oil.
The Interstate Commerce Act requires Amoco to file tariffs
showing all rates, charges and regulations for movements
through its common carrier pipeline system. FERC has the
authority to establish rates for regulated movements. Various
state agencies also regulate Amoco's common carrier pipelines
engaged in the intra-state transportation of oil.
An excise tax, commonly known as the Superfund tax, became
effective on January 1, 1987. This tax is imposed to finance
an $11.97 billion hazardous substance cleanup program. The tax
consists of four parts: (1) a petroleum tax, imposed at a rate
of 9.7 cents per barrel for domestic crude received at U.S.
refineries and imported petroleum products (including crude
oil). In addition, the Oil Spill Liability Trust Fund Tax
became effective January 1, 1990. This tax, which was imposed
at the rate of 5 cents per barrel and is an additional part of
the petroleum tax portion of the Superfund tax imposed upon
domestic crude and imported petroleum products (including crude
oil), was suspended effective July 1, 1993; (2) a chemical
feedstock tax, imposed at a rate of up to $4.87 per ton for
taxable chemicals. Effective January 1, 1989, certain taxable
substances, which are manufactured from chemicals subject to
the chemical feedstock tax, are taxable on imports into the
United States. On export, these substances are eligible for a
credit or refund of the chemical feedstock tax paid on
chemicals used in their manufacture; (3) a broad-based
environmental tax, imposed at a rate of .12 percent of a
corporation's "modified alternative minimum taxable income" in
excess of $2 million as computed under the Tax Reform Act of
1986. This tax applies regardless of whether a taxpayer has
any alternative minimum tax liability; and (4) an underground
storage tank tax, which is imposed at a rate of .1 cent per
gallon of gasoline and certain other fuels. Effective January
1, 1996 the Superfund tax expired; however, it is subject to
reauthorization by Congress.
Environmental Protection
Federal, state and local environmental, health and safety
laws and regulations continue to grow in both number and
complexity, presenting Amoco and the industry with new
challenges in attaining and maintaining compliance. This trend
is also reflected in the international arena where Amoco has
targeted new growth opportunities. Public concern about
environmental quality and potential health risks are driving
forces behind many new requirements. The activities of natural
resource companies like Amoco are increasingly affected by
these initiatives. On the horizon, new initiatives like global
warming, may lead to additional regulation in the future.
Amoco's operations face stricter controls on releases of
pollutants to the air, water, soil and ground water. Process
equipment and pollution control devices continue to be
upgraded, or new controls added, to comply with these
standards. Waste handling and treatment strategies have been
adopted to deal with restrictions on the land disposal of
certain hazardous wastes, the liabilities imposed by federal
and state waste handling and disposal laws and increasingly
stringent wastewater treatment requirements. Remediation of
contaminated sites under the Resource Conservation and Recovery
Act, the federal Superfund law, and similar state laws is
ongoing and will continue for the foreseeable future. Amoco has
conducted environmental reviews of many refineries, chemical
plants, distribution facilities, service stations, oil and gas
operations and other sites, and numerous projects are underway
or completed to address the contamination found. Amoco's
refining and marketing operations continue to adapt to current
and future reformulated gasoline requirements under clean air
laws.
Amoco engages in a wide variety of activities as part of
its commitment to environmental stewardship. Amoco conducts
periodic audits of its organizations and facilities to ensure
the integrity and effectiveness of environmental, health and
safety management systems. The Crisis Management Plan seeks to
provide prompt and effective responses to emergencies. Amoco
has in place many worker health and safety programs. Amoco's
International Standard of Care sets performance standards or
goals that apply to Amoco's diverse operations.
Amoco's 1995 capital expenditures for existing
environmental regulations totaled $146 million. This sum
excluded $334 million for operating costs and amounts spent on
research and development, and $116 million of mandated and
voluntary remediation spending. Spending for remediation in
1996 is expected to approximate the 1995 level. Capital
expenditures in the environmental area are expected to be
approximately $140 million in both 1996 and 1997.
<PAGE>
<PAGE>
Executive Officers of the Registrant
Certain information required by Item 10 with respect to
executive officers is incorporated by reference to pages 3-10
of Amoco's Proxy Statement dated March 11, 1996. The following
table sets forth information concerning other executive
officers of Amoco as of March 1, 1996:
Served
as
Officer
Name Principal Occupation Age Since
R. Wayne Anderson . Senior vice president, human 54 1986
resources
John L. Carl ...... Executive vice president and 48 1991
chief financial officer
James E. Fligg .... Senior executive vice president, 59 1991
strategic planning and
international business development
L. Richard Flury .. Executive vice president, 48 1994
exploration and production sector
W. Douglas Ford ... Executive vice president, 52 1992
petroleum products sector
John R. Reid ...... Vice president and controller 53 1991
Enrique J. Sosa ... Executive vice president, 55 1995
chemicals sector
George S. Spindler Senior vice president, law and 58 1989
corporate affairs
David F. Work ..... Senior vice president, shared 50 1996
services
An officer holds office until his or her resignation,
removal, death, retirement or termination of employment with
Amoco. All executive officers, with the exception of John L.
Carl and Enrique J. Sosa, have been employed by Amoco or its
subsidiaries for more than five years. John L. Carl was
elected Executive Vice President and Chief Financial Officer
effective April 1, 1994. From October 1993 to April 1994, he
was Senior Vice President Finance and Controller of Amoco
Corporation. Prior to that time, John L. Carl was Vice
President and Controller of Amoco Corporation, elected
effective February 1, 1991. From 1989 until joining Amoco,
John L. Carl was Vice President and Chief Financial Officer for
National Computer Systems in Minneapolis, Minnesota. From 1986
to 1989, John L. Carl was Vice President and Controller for
Kraft, Inc., based in Glenview, Illinois.
Enrique J. Sosa was appointed executive vice president,
Chemicals Sector, effective October 1, 1995. Prior to that
time, Enrique J. Sosa was senior vice president of Dow Chemical
Company and president of Dow North America. From 1987 to 1990,
Enrique J. Sosa was group vice president, Chemicals and
Performance Products. He was commercial vice president,
Specialty Chemicals, from 1985 to 1987 and president, Dow
Brazil, from 1984 to 1985.
James E. Fligg was appointed Senior Executive Vice
President, strategic planning and international business
development, effective October 1, 1995. James E. Fligg was
elected Executive Vice President in June 1993. His title
changed to Executive Vice President, Chemicals Sector effective
July 1, 1994. He was named President of Amoco Chemical Company
in July 1991. From 1989 to 1991, James E. Fligg was Executive
Vice President of Amoco Chemical Company.
L. Richard Flury was appointed Executive Vice President,
Exploration and Production Sector, effective January 1, 1996.
L. Richard Flury was elected Senior Vice President, Shared
Services in July 1994. From 1993 until July 1994 he was both
Chairman of Amoco Orient Company and Project Manager for an
extensive study of Amoco's corporate support groups. L.
Richard Flury served as Executive Vice President of Amoco
Chemical Company from February 1991 to March 1993 and as Senior
Vice President, Worldwide Exploration for Amoco Production
Company from October 1989 to February 1991.
W. Douglas Ford was elected Executive Vice President in
June 1993. His title changed to Executive Vice President,
Petroleum Products Sector effective July 1, 1994. He was named
President of Amoco Oil Company in July 1992. From February
1991 to 1993, W. Douglas Ford was Executive Vice President of
Amoco Oil Company. From July 1990 to January 1991, he was Vice
President of Operations, Planning and Transportation of Amoco
Oil Company. In 1989, W. Douglas Ford was Regional Production
Manager for Amoco Production Company in Denver.
David F. Work was appointed Senior Vice President, Shared
Services, effective January 1, 1996. Six of the Shared Services
departments report to David F. Work: information technology;
facilities and services; business services; environment, health
and safety; purchasing; and analytical services. In addition,
the Shared Services Integration Team reports to David F. Work.
David F. Work joined Amoco in 1970 and was group Vice President
of worldwide exploration for Amoco Production since February,
1992. David F. Work had been President and General Manager of
Amoco Egypt Oil Company. Prior to that time he had been Vice
President of Amoco Production's Houston region and Vice
President of exploration for the Africa and Middle East region.
Except as previously described, others shown in the table
on the previous page, who have been officers less than five
years, served in substantially the same position but were not
officers or had different officer titles.
Item 3. Legal Proceedings
Eleven proceedings instituted by governmental authorities
are pending or known to be contemplated against Amoco and
certain of its subsidiaries under federal, state or local
environmental laws, each of which could result in monetary
sanctions in excess of $100,000. No individual proceeding is,
nor are the proceedings as a group, expected to have a material
adverse effect on Amoco's liquidity, consolidated financial
position or results of operations. Amoco estimates that in the
aggregate the monetary sanctions reasonably likely to be
imposed from these proceedings amount to approximately $7.1
million.
The Internal Revenue Service ("IRS") has challenged the
application of certain foreign income taxes as credits against
the Corporation's U.S. taxes that otherwise would have been
payable for the years 1980 through 1989. On June 18, 1992, the
IRS issued a statutory Notice of Deficiency for additional
taxes in the amount of $466 million, plus interest, relating to
1980 through 1982. The Corporation has filed a petition in the
U.S. Tax Court contesting the IRS statutory Notice of
Deficiency. Trial on the matter was held in April 1995, and a
decision is expected in 1996. A comparable adjustment of
foreign tax credits for each year has been proposed for the
years 1983 through 1989 based upon subsequent IRS audits.
Similar challenges could arise relating to years subsequent to
1989. The Corporation believes that the foreign income taxes
have been reflected properly in its U.S. federal tax returns.
The Corporation is confident that it will prevail in the
litigation. Consequently, this dispute is not expected to have
a material adverse effect on the liquidity, results of
operations, or the consolidated financial position of the
Corporation.
On January 21, 1994, a judgment was entered by the
Superior Court of the State of California, County of Los
Angeles, in favor of Amoco Chemical Company and Amoco
Reinforced Plastics Company, subsidiaries of Amoco, against
certain underwriters at Lloyd's of London and various other
British and European insurance carriers, in AMOCO CHEMICAL
COMPANY, et al, vs. CERTAIN UNDERWRITERS AT LLOYD'S OF LONDON,
et al. In that case Amoco alleged that the defendant insurers
wrongfully refused to pay for the defense and settlement of
product liability lawsuits arising from Amoco Reinforced
Plastics Company's manufacture of irrigation and sewer pipe in
the 1970's. Judgment was entered for $36 million in
compensatory damages and $377 million in punitive damages.
Motions for a new trial and judgment notwithstanding the
verdict filed by the defendants have been denied. The trial
court entered a remittitur (reduction) of the punitive damages
to $71 million. A modified judgment reflecting the remittitur
was entered on April 15, 1994, in the amount of $110 million.
The defendants have filed an appeal. Accordingly, it is
impossible at this time to predict the ultimate outcome of this
case, however, it is not expected to have a material effect on
the liquidity or consolidated financial position of Amoco.
Amoco has various other suits and claims pending against
it among which are several class actions for substantial
monetary damages which in Amoco's opinion are not meritorious.
While it is impossible to estimate with certainty the ultimate
legal and financial liability with respect to these other suits
and claims, Amoco believes that, while the aggregate amount
could be significant, it will not be material in relation to
its liquidity or its consolidated financial position.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders
during the quarter ended December 31, 1995.
<PAGE>
<PAGE>
PART II
Item 5. Market for the Registrant's Common Stock and Related
Stockholder Matters
The principal public trading market for Amoco common stock
is the New York Stock Exchange. Amoco common stock is also
traded on the Chicago, Pacific, Toronto, and four Swiss stock
exchanges. The following table sets forth the high and low
share sales prices of Amoco common stock as reported on the New
York Stock Exchange and cash dividends paid for the periods
presented.
Market Prices Cash
Dividends
High Low Per Share
1995
First quarter ..... $ 64 1/4 $ 56 3/8 $ .60
Second quarter .... $ 69 3/4 $ 61 3/8 $ .60
Third quarter ..... $ 69 1/4 $ 62 1/2 $ .60
Fourth quarter .... $ 72 5/8 $ 63 1/8 $ .60
1994
First quarter ..... $ 56 1/8 $ 50 7/8 $ .55
Second quarter .... $ 60 $ 51 1/8 $ .55
Third quarter ..... $ 61 1/4 $ 56 3/4 $ .55
Fourth quarter .... $ 64 1/8 $ 57 1/2 $ .55
Year-end 1995 and 1994 market prices were $71 7/8 and 59
1/8, respectively.
Amoco had 131,254 shareholders of record at December 31,
1995.
On January 23, 1996, the board of directors declared a
quarterly cash dividend rate of 65 cents per share, an increase
of 5 cents per share, or 8 percent, over the previous rate.
<PAGE>
<PAGE>
Item 6. Selected Financial Data
The following selected financial data, as it relates to
the years 1991 through 1995, have been derived from the
consolidated financial statements of Amoco, including the
consolidated statement of financial position at December 31,
1995 and 1994 and the related consolidated statement of income
and consolidated statement of cash flows for the three years
ended December 31, 1995, and the notes thereto, appearing
elsewhere herein.
1995 1994 1993 1992 1991
(millions of dollars, except per-share amounts
and ratios)
Income statement data--
Year ended
December 31:
Sales and other operating
revenues (excluding
consumer excise taxes) .. $27,066 $26,048 $25,336 $25,280 $25,325
Net income (1) .......... $ 1,862 $ 1,789 $ 1,820 $ 850 $ 1,173
Net income per share (1) $ 3.76 $ 3.60 $ 3.66 $ 1.71 $ 2.36
Cash dividends per share $ 2.40 $ 2.20 $ 2.20 $ 2.20 $ 2.20
Ratio of earnings to
fixed charges (2) ....... 6.9 8.9 8.0 3.5 5.0
Balance sheet data-At
December 31:
Total assets ............ $29,845 $29,316 $28,486 $28,453 $30,510
Long-term debt .......... $ 3,962 $ 4,387 $ 4,037 $ 5,005 $ 4,470
Shareholders' equity .... $14,848 $14,382 $13,665 $12,960 $14,156
Shareholders' equity per
share ................... $ 29.91 $ 28.97 $ 27.53 $ 26.11 $ 28.52
(1)Excludes cumulative effects of accounting changes of $(924)
million in 1992, or $(1.86) per share, and $311 million in
1991, or $.62 per share.
(2)Earnings consist of income before income taxes and fixed
charges; fixed charges include interest on indebtedness,
rental expense representative of an interest factor, and
adjustments for certain companies accounted for by the
equity method.
<PAGE>
<PAGE>
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
This discussion should be read in conjunction with the
consolidated financial statements, accompanying notes and
supplemental information.
Highlights 1995 1994 1993
Net income (millions) ..... $ 1,862 $ 1,789 $ 1,820
Net income per share ...... $ 3.76 $ 3.60 $ 3.66
Cash dividends per share .. $ 2.40 $ 2.20 $ 2.20
Return on average
shareholders' equity .... 12.7% 12.8% 13.7%
Return on average
capital employed ........ 10.3% 10.2% 10.6%
Consolidated net income for 1995 was $1,862 million,
compared with $1,789 million and $1,820 million for 1994 and
1993, respectively. Year-to-year comparisons in net income
were affected by the significant unusual items that are
summarized in the table below:
incr./(decr.) net income 1995 1994 1993
(millions of dollars)
Impairment ................ $ (380) $ -- $ --
Gains on dispositions ..... 83 45 190
Crude oil excise tax
settlement .............. -- 270 --
Restructuring accruals .... -- (256) (170)
Environmental provisions .. -- (60) --
Tax obligations and other . -- 62 60
Included in 1995 earnings were non-cash charges of $380
million associated with the adoption of Statement of Financial
Accounting Standards ("SFAS") No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be
Disposed Of." SFAS No. 121 requires long-lived assets with
recorded values that are not expected to be recovered through
future cash flows to be written down to current fair value.
Also included in 1995 earnings was an $83 million gain related
to the sale of Amoco Motor Club.
Earnings in 1994 benefited from settlements of crude oil
excise taxes ("COET") of $270 million, a gain of $45 million
related to the disposition of certain European oil and gas
properties and tax adjustments related to prior years totaling
$62 million. Adversely affecting 1994 earnings were charges of
$256 million associated with Amoco's restructuring of
operations, and provisions for future environmental remediation
expenditures relating to past operations totaling $60 million.
Excluding unusual items for all periods, 1995 earnings
would have been $2,159 million, up 25 percent from 1994
earnings of $1,728 million; 1994 earnings would have been about
the same as 1993.
The increase in 1995 results of operations primarily
represented higher chemical earnings resulting from both higher
volumes and margins across most product lines, and strong
exploration and production ("E&P") earnings overseas. These
strong results, as well as continuing efficiency improvements
throughout the organization, more than offset lower U.S.
petroleum product margins and lower North American natural gas
prices.
Sales and other operating revenues totaled $27 billion in
1995. The 4 percent increase in revenues primarily resulted
from increased chemical product revenues, which were up 29
percent, reflecting higher volumes and prices for most product
lines. Natural gas revenues were lower in 1995 by 11 percent,
primarily reflecting lower North American prices.
Total costs and expenses increased 3 percent in 1995.
Operating expenses were down $19 million compared with 1994,
after adjusting 1994 operating expenses for restructuring
charges of $169 million related to various facility closings
and asset dispositions. In 1995, expense reductions resulting
from restructuring efforts more than offset increased costs to
support expanded chemical activities and higher planned and
unplanned refinery maintenance expenses. Exploration expenses
decreased $23 million primarily due to lower overseas dry hole
costs. Selling and administrative expenses for 1995 were down 5
percent. The 1995 selling and administrative expenses included
ongoing restructuring costs of $133 million, while 1994
expenses included restructuring charges of $225 million related
to employee termination costs. Also, 1995 expenses included
adverse currency effects of $7 million before tax, compared
with favorable currency effects of $57 million before tax in
1994. Depreciation, depletion, amortization, and retirements
and abandonments totaled $2,794 million in 1995, an increase of
$555 million over 1994, reflecting impairment charges of $602
million associated with the adoption of SFAS No. 121. Interest
expense increased by $17 million in 1995 as the result of
higher debt balances and slightly higher interest rates.
Industry Segments
Results on a segment basis, for the five years ended
December 31, 1995, are presented in the table below. In 1995,
Amoco changed its reporting of business segment information to
align with its new organizational structure, which includes
three sectors: exploration and production, petroleum products
and chemicals. Segment earnings for the prior years have been
restated to conform to the new basis.
<PAGE>
<PAGE>
1995 1994 1993 1992 1991
(millions of dollars)
Exploration and production
United States ....... $ 463 $ 820 $ 826 $ 788 $ 592
Canada .............. 9 199 449 38 131
Europe .............. 88 (65) (102) (103) 44
Other ............... 245 76 (48) 280 141
Subtotal ...... 805 1,030 1,125 1,003 908
Petroleum products ....... 380 410 713 309 554
Chemicals ................ 963 485 222 (91) 64
Corporate and other
operations* .............. (286) (136) (240) (371) (353)
Income before the
cumulative effects of
accounting changes ....... 1,862 1,789 1,820 850 1,173
Cumulative effects of
accounting changes ....... -- -- -- (924) 311
Net income (loss) ... $1,862 $1,789 $1,820 $ (74) $1,484
*Corporate and other operations include net interest and
general corporate expenses, and the results if investments in
technology companies, real estate interests and other
activities.
Exploration and Production
United States
Exploration and Production ("E&P") earnings in the United
States totaled $463 million in 1995, compared with restated
earnings of $820 million and $826 million in 1994 and 1993,
respectively. Included in 1995 results were charges of $234
million for impairment of long-lived oil and gas producing
properties associated with the adoption of a new accounting
standard. Under this method, these properties are evaluated by
individual field; previously an aggregated approach was used.
The 1994 earnings benefited from the crude oil excise tax
("COET") settlement of $90 million, offset by restructuring
charges of $47 million.
Excluding these items from both periods, E&P earnings for
1995 were $697 million, compared with $777 million for 1994.
The decline in earnings primarily resulted from lower U.S.
natural gas prices, and higher exploration expenses, which
increased by $39 million over 1994. Partly offsetting were
higher crude oil prices and lower operating expenses.
Amoco's U.S. natural gas prices averaged approximately
$1.35 per thousand cubic feet ("mcf") in 1995, down about $.30
per mcf from 1994 reflecting increased industry supplies.
Amoco's U.S. crude oil prices averaged $16.02 per barrel
for 1995, up about $1.20 per barrel over 1994. U.S. crude oil
prices began the year at $15.60 per barrel and increased
gradually through the first six months of 1995, fluctuated
downward over the latter part of the year, before increasing
slightly at year-end.
U.S. natural gas production averaged 2.5 billion cubic
feet per day in 1995, about the same as in 1994. Crude oil and
natural gas liquids ("NGL") production averaged 295,000 barrels
per day in 1995, also level with 1994, as higher NGL production
offset declining crude oil production.
Canada
Canadian exploration and production operations, which
include supply and marketing of NGL, earned $9 million in 1995,
compared with restated earnings of $199 million in 1994 and
$449 million in 1993. The decrease in 1995 earnings primarily
resulted from impairment charges of $93 million, lower natural
gas prices, which averaged $.89 per mcf, $.50 per mcf below
1994 levels, and lower crude oil production reflecting property
dispositions. Also adversely affecting results was unfavorable
currency effects of $12 million. Partly offsetting were higher
crude oil prices, up $1.77 per barrel over 1994, an increase in
supply and marketing earnings on the strength of higher NGL
margins, and lower operating expenses. Natural gas production
averaged 842 million cubic feet ("mmcf") per day in 1995, 3
percent above 1994. Crude oil and NGL production declined 10
percent to 66,000 barrels per day in 1995.
Overseas
European exploration and production operations earned $88
million in 1995 compared with restated losses of $65 million
and $102 million in 1994 and 1993, respectively. The
improvement in earnings over 1994 reflected lower exploration
expenses of $55 million before tax, and a reduction in
operating expenses. Also favorably affecting results were
higher crude oil and natural gas prices. Average crude oil
prices increased about $1.70 per barrel over 1994 while average
natural gas prices were up 10 percent to $2.45 per mcf. Gains
on property dispositions in 1995 added about $15 million to
results, approximately $30 million lower than 1994. Production,
on an energy-equivalent basis, increased slightly as higher
natural gas production more than offset a 3 percent decline in
crude oil and NGL production.
Exploration and production operations in other overseas
areas earned $245 million in 1995. This compared with restated
earnings of $76 million in 1994 and a restated loss of $48
million in 1993. Higher energy prices and lower expenses
contributed to the improvement in earnings. Also, 1995
performance benefited from a gain of $18 million related to the
divestment of Congo operations and the absence of a 1994 charge
of $18 million associated with the relinquishment of the
Myanmar concession. Natural gas production increased 5 percent
in 1995 to 581 mmcf per day, as a result of higher production
in Sharjah. Crude and NGL production averaged 235,000 barrels
per day in 1995, essentially level with 1994.
1994 vs. 1993
U.S. exploration and production operations earned $820
million in 1994 compared with $826 million in 1993. Adversely
affecting 1994 earnings were lower energy prices and lower
crude oil production volumes. Partly offsetting were higher
natural gas volumes, lower operating expenses and lower
depreciation, depletion and amortization expense. Also, 1994
included the previously mentioned COET settlement and
restructuring charges, while the 1993 results included after-
tax charges of $63 million related to environmental provisions
and $25 million related to tax obligations.
In 1994, restated earnings outside the United States for
exploration and production operations totaled $210 million,
compared with $299 million in 1993. Included in 1994 earnings
was a $45 million gain on the disposition of certain European
properties; included in 1993 earnings were gains of $120
million from the divestment of a portion of Amoco's equity
investment in Crestar Energy Inc., gains of $70 million on
other Canadian property dispositions, and charges of $170
million related to the writedown of Congo operations.
Excluding these items from both periods, 1994 earnings declined
$114 million reflecting lower crude oil and NGL prices and
higher exploration expenses in Canada and Europe. Favorably
affecting 1994 results were higher natural gas prices and
higher overseas natural gas volumes. Currency effects
benefited earnings by $9 million in 1994, and by about $50
million in 1993.
Outlook
Crude oil price volatility affects all aspects of Amoco's
business. In the near term, Amoco expects to be operating in a
crude oil and natural gas price environment that will be
relatively flat, reflecting adequate supplies.
U.S. and Canadian natural gas production levels are
expected to remain approximately at 1995 levels. Overseas
natural gas production is expected to increase modestly in
1996. In the United States, crude oil and NGL production is
expected to remain at 1995 levels with additional NGL
production offsetting lower crude oil production as natural
field decline offsets new development efforts. Outside the
United States, increased heavy-oil production in Canada and
initial production from the Liuhua oil field in the South China
Sea, which is expected to begin in April 1996, should benefit
1996 crude oil production by an average of more than 30,000
barrels per day.
Amoco will continue to benefit from both past and ongoing
cost reduction programs. Amoco will also continue to evaluate
and divest marginal properties and underperforming assets. As
recently announced, Amoco and Shell Oil Company plan to form a
partnership combining exploration and production assets in the
greater Permian Basin area of west Texas and southeast New
Mexico. Final agreement is contingent on the successful
completion of ongoing discussions regarding design, management
and operation of the company. Start up of the partnership is
expected by mid-1996.
Development of North American natural gas resources, and
deepwater and subsalt fields in the Gulf of Mexico remain a
priority. Internationally, Amoco plans to capitalize on its
long-standing positions in Egypt, Trinidad, Sharjah and the
North Sea to expand opportunities to other operations. Amoco
also plans to expand its coalbed methane expertise to China and
Poland, and continue to pursue growth opportunities in the
former Soviet Union.
Petroleum Products
United States 1995 1994 1993 1992 1991
Cents per gallon:
Average selling price
Gasoline .................... 66.4 63.4 66.4 71.3 74.7
Total petroleum products .... 56.6 54.5 57.5 60.9 64.9
Average cost of crude input ... 41.8 38.4 39.6 44.6 45.5
Percent:
Refinery capacity utilization 92.8 97.5 96.9 95.3 90.9
Refinery yield .............. 107.0 107.2 106.8 106.9 106.9
Petroleum products operations earned $380 million in 1995,
compared with restated earnings of $410 million and $713
million for 1994 and 1993, respectively. The decline in 1995
earnings primarily resulted from lower petroleum product
margins, as the 2-cents-per-gallon increase in average selling
prices was below the nearly 3.5-cents-per-gallon increase in
1995 crude oil costs. An after-tax gain of $83 million related
to the sale of Amoco Motor Club, and an after-tax charge for
impairment of supply facilities of $11 million were also
included in 1995 earnings. Included in 1994 results were after-
tax charges totaling $60 million related to estimated future
cost of environmental remediation activities, and $41 million
for restructuring-related activity.
Refining expenses decreased in 1995, with savings from
restructuring efforts more than offsetting expenses associated
with higher planned and unplanned refinery maintenance.
Marketing expenses increased, largely resulting from major
marketing initiatives, including Same Price, Cash or Credit
pricing method for gasoline.
The refinery utilization rate in 1995 averaged 93 percent,
down 5 percentage points from 1994, reflecting the higher
refinery maintenance.
Petroleum product sales volumes averaged 1,171,000 barrels
per day in 1995, about the same as 1994. Gasoline sales
averaged 614,000 barrels per day and distillates averaged
366,000 barrels per day, both about the same as in 1994.
1994 vs. 1993
In 1994, petroleum products operations earned $410 million
compared with $713 million for 1993. The decrease in 1994
primarily resulted from lower petroleum product selling prices,
which decreased 3 cents per gallon in a very competitive U.S.
market. Also adversely affecting 1994 earnings were
environmental remediation charges of $60 million and
restructuring expenses of $41 million. Included in 1993
earnings were unusual items favorably affecting results by $109
million.
Outlook
The petroleum products industry is faced with both
significant challenges and opportunities. Profitability is
affected by crude oil price volatility and overall industry
supply/demand balance. Amoco anticipates weak refining margins
in the near term. Amoco will continue to pursue additional
cost reduction programs and improved asset utilization.
Refining results should benefit from higher utilization rates
in 1996, reflecting planned reduced downtime. Amoco's
marketing strategy will be emphasizing brand product quality
and improving its position as a convenience retailer. Amoco is
expanding its gasoline marketing operations into Central
Europe, entering into Mexico's convenience store market through
a joint venture, and managing its pipeline facilities to
maximize utilization through joint ventures and other
commercial opportunities.
Chemicals
Chemical operations earned $963 million in 1995, compared
with restated earnings of $485 million in 1994 and $222 million
for 1993. The increase in earnings in 1995 resulted from
higher margins for major product lines, particularly olefins,
purified terephthalic acid ("PTA"), paraxylene ("PX") and
polypropylene, and higher sales volumes for olefins and PTA,
reflecting strong consumer demand. Included in 1995 earnings
were charges of $42 million related to the impairment of
specialty polymer facilities; 1994 earnings included
restructuring charges of $36 million.
Sales volumes for olefins and PTA were up 8 percent and 5
percent, respectively, as worldwide demand for these products
continued to grow. The overall chemicals capacity utilization
rates were 94 percent in 1995 and 91 percent in 1994.
1994 vs. 1993
In 1994 chemical operations earned $485 million compared
with restated earnings of $222 million for 1993. The $263
million improvement in earnings reflected higher margins and
sales volumes for major product lines, particularly PTA and
olefins, offset by restructuring charges of $36 million
incurred in 1994.
Outlook
Bolstered by a recovering worldwide economy, prices and
volumes for chemical products increased substantially during
1995, although softening somewhat in the latter part of the
year. While the near-term outlook is softening for commodity
chemicals, Amoco expects long-term growth to exceed 3 percent,
with higher growth anticipated in the Asia-Pacific region.
The combination of favorable supply and demand factors has
caused exceptional growth in polyester leading to high growth
in PTA and PX. PTA's average annual growth is expected to be 7
percent over the next decade, with the largest demand growth
expected to be in the Asia-Pacific region. To pursue these
marketing opportunities, Amoco is planning PTA expansions at
wholly owned and joint-venture facilities in South Carolina,
Belgium, Malaysia and Indonesia. Also, Amoco's joint ventures
in Mexico and Brazil are increasing capacity through
debottlenecking. When these projects are completed in 1998,
Amoco will own or share in a PTA manufacturing capacity of
about 7 million metric tons, an increase of about 40 percent
from year-end 1995.
Worldwide PX demand is expected to grow about 6 percent
per year in the near term. Amoco is adding 350,000 metric tons
in 1996 to its facilities in Texas City, Texas. Amoco also has
a 40 percent direct interest in a 350,000 metric ton joint-
venture plant in Singapore, which is scheduled to come on
stream in 1997.
Amoco continues to seek attractive opportunities to
broaden its commodity portfolio. Amoco is currently in
negotiations with Albemarle Corporation to acquire its alpha-
olefins and related businesses.
In its specialty chemical and polymer conversion
businesses, Amoco's strategy is to grow through acquisitions
and internal development. Through an acquisition in 1995,
Amoco is expanding into the semiconductor business.
In early 1996, Amoco announced it was reviewing strategic
alternatives, including possible divestment of Atlanta-based
Amoco Foam Products Company. Amoco Foam is a leading
manufacturer and marketer of polystyrene foam products, with
nine plants in the United States. In 1995, Amoco Foam product
revenues totaled $288 million.
Corporate and Other Operations
Corporate and other operations include net interest and
general corporate expenses, and the results of investments in
technology companies, real estate interests and other
activities. Corporate and other operations reported net
expenses of $286 million in 1995, compared with restated net
expenses of $136 million and $240 million, for 1994 and 1993,
respectively. The increase in net expenses in 1995 included
ongoing after-tax restructuring charges of approximately $75
million, associated with system development, relocations and
redesign. Also affecting 1995 net expenses were higher
interest costs reflecting higher debt balances and interest
rates. Partly offsetting were lower costs associated with
technology operations and other activities.
The decrease in corporate and other operations net
expenses between 1994 and 1993 resulted from lower net interest
expense and favorable currency effects. Corporate and other
operations net expenses for 1994 included interest income of
$180 million related to the COET settlement, restructuring
charges of $112 million, and favorable tax adjustments for
prior years of $33 million. Net expenses for 1993 included
gains on the sales of non-strategic investments, prior-year tax
benefits of $101 million and losses associated with early
retirement of higher interest-rate debt.
Restructuring
In July 1994, Amoco announced that the organizational
structure of the Corporation was being changed to improve
profitability, increase operating flexibility and position the
company for long-term growth. The Corporation's strategies are
now carried out by 17 business groups. A Shared Services
organization provides support services to the business groups.
As a result of the restructuring, more than 4,000
positions have been eliminated through year-end 1995.
Additional positions will be eliminated in 1996 and 1997 as a
result of the ongoing process redesign to improve efficiencies
in support functions.
In conjunction with the restructuring, an after-tax charge
of $256 million was accrued in the second quarter of 1994.
Charges against the accrual related to severance have totaled
$109 million after tax through the end of 1995, while $110
million after tax has been recognized related to facility
closures and dispositions. Savings resulting from
restructuring, primarily related to fewer positions, were
approximately $400 million after tax in 1995.
Additional costs for system redesign, relocation, work
consolidation and development of new processes in support of
the reorganization were estimated in July 1994 at approximately
$200 million after tax, but were not accrued. In 1995, selling
and administrative expenses included $133 million ($86 million
after tax) for ongoing restructuring activities.
Liquidity and Capital Resources
In 1995, cash flow from operating activities amounted to
$3.8 billion, compared with $4.3 billion in 1994.
Total short- and long-term debt was $5 billion at year-end
1995, compared with $4.6 billion at year-end 1994, primarily
reflecting new borrowings in Canada and Argentina. Debt as a
percent of debt-plus-equity was 25.2 percent at December 31,
1995, compared with 24.3 percent at year-end 1994. Amoco's
investment opportunities in 1995 were funded in part by a
modest increase in debt.
Working capital was $716 million at year-end 1995,
compared with $1,618 million at year-end 1994. At year-end
1995, the Corporation's current ratio was 1.12 to 1. As a
matter of policy, Amoco practices asset and liability
management techniques that are designed to minimize its
investment in non-cash working capital. This does not impair
operational flexibility since the Corporation has ready access
to both short- and long-term debt markets.
Cash dividends paid in 1995 totaled $1,197 million, or
$2.40 per share, compared to $1,092 million, or $2.20 per share
in 1994. The quarterly cash dividend was raised to 65 cents per
share in January 1996, an increase of 5 cents per share, or 8
percent, reflecting strong operating results.
The Corporation believes its strong financial position
will permit the financing of its business needs and
opportunities as they arise. It is anticipated that ongoing
operations will be financed primarily by internally generated
funds. Short-term obligations, such as commercial paper
borrowings, give the Corporation the flexibility to meet short-
term working capital and other temporary requirements. At
December 31, 1995, bank lines of credit available to support
commercial paper borrowings were $490 million, all of which
were supported by commitment fees.
The Corporation also may utilize its favorable access to
long-term debt markets to finance profitable growth
opportunities. A $500 million shelf registration statement for
debt securities remains on file with the Securities and
Exchange Commission ("SEC") to permit ready access to capital
markets. In 1995, Amoco Argentina Oil Company ("Amoco
Argentina"), an indirect wholly owned subsidiary of Amoco,
filed a shelf registration with the SEC for $200 million in
debt securities, of which $100 million were subsequently
issued. Amoco Corporation and Amoco Company (a wholly owned
subsidiary of Amoco) guarantee the securities issued under this
registration statement. Amoco Canada Petroleum Company Ltd.
("Amoco Canada") has a $225 million 10-year revolving term
facility, guaranteed by Amoco and Amoco Company. Amoco Canada
is charged a standby fee for the facility, which has not been
used.
During 1995, Amoco repurchased 8.9 million shares of its
common stock, in excess of amounts needed for benefit plan
purposes, at a cost of $601 million.
Effective September 1, 1995, Amoco Canada called the $458
million of 7 3/8 percent Subordinated Exchangeable Debentures
("SEDs") for redemption. The SEDs were exchangeable for common
stock of Amoco Corporation at an exchange price of $52.50 per
share. A total of 8.6 million shares of Amoco Corporation
common stock was issued in exchange for SEDs totaling $442
million.
Price risk management
Amoco is routinely exposed to hydrocarbon commodity price
risk. It manages a portion of that risk mainly through the use
of futures contracts and swaps generally to achieve market
prices on specific purchase and sales transactions. Also, at
December 31, 1995, the Corporation had fixed the future sales
price of 6 million barrels of crude oil and 24 trillion British
thermal units of natural gas using futures contracts and swaps.
See Note 4 to the Consolidated Financial Statements.
Environmental protection and remediation costs
The Corporation has provided in its accounts for the
reasonably estimable future costs of probable environmental
remediation obligations. These amounts relate to various
refining and marketing sites, chemical locations, and oil and
gas operations, including multiparty sites at which Amoco has
been identified as a potentially responsible party by the U.S.
Environmental Protection Agency. Such estimated costs will be
refined over time as remediation requirements and regulations
become better defined. However, any additional costs cannot be
reasonably estimated at this time due to uncertainty of timing,
the magnitude of contamination, future technology, regulatory
changes and other factors. Although future costs could be
significant, they are not expected to be material in relation
to Amoco's liquidity or consolidated financial position. In
total, the accrued liability represents a reasonable best
estimate of Amoco's remediation liability. See Notes 1 and 21
to the Consolidated Financial Statements.
The Corporation and its subsidiaries maintain insurance
coverage for environmental pollution resulting from the sudden
and accidental release of pollutants. Various deductibles of
up to $50 million per occurrence could apply, depending on the
type of incident involved. Coverage for other types of
environmental obligations is not generally provided, except
when required by regulation or contract. The financial
statements do not reflect any significant recovery from claims
under prior or current insurance coverage.
At December 31, 1995, the Corporation's reserves for
future environmental remediation costs totaled $632 million, of
which $391 million related to refining and marketing sites.
The Corporation also maintains reserves associated with
dismantlement, restoration and abandonment of oil and gas
properties, which totaled $648 million at December 31, 1995.
Capital expenditures resulting from existing environmental
regulations, primarily related to refining, marketing, and
exploration and production sites, totaled $146 million in 1995.
Excluded from that total was $334 million for operating costs
and amounts spent on research and development, and $116 million
of mandated and voluntary remediation spending. Amoco's 1996
estimated capital spending for environmental cleanup and
protection projects is expected to be approximately $140
million; spending for remediation in 1996 is expected to
approximate the 1995 level.
<PAGE>
<PAGE>
1995 1994 1993 1992 1991
(millions of dollars)
Capital and exploration
expenditures*
Exploration and
production
United States ..... $1,146 $ 829 $ 672 $ 475 $ 970
Canada ............ 423 456 340 198 323
Europe ............ 491 279 493 538 549
Other ............. 654 687 682 578 690
Subtotal ........ 2,714 2,251 2,187 1,789 2,532
Petroleum products .. 461 417 704 788 689
Chemicals ........... 850 467 369 320 520
Corporate and other
operations .......... 111 70 86 99 190
Total ....... $4,136 $3,205 $3,346 $2,996 $3,931
Petroleum exploration
expenditures charged to
income (included above)
United States ..... $ 152 $ 113 $ 90 $ 140 $ 262
Canada ............ 112 117 47 72 73
Europe ............ 123 178 151 150 144
Other ............. 223 225 241 300 311
Total ....... $ 610 $ 633 $ 529 $ 662 $ 790
* 1991 through 1994 restated to conform to the new reporting
basis.
Capital and exploration expenditures
Spending in 1995 totaled $4.1 billion, an increase of 29
percent over the $3.2 billion spent in 1994. Capital and
exploration expenditures of $4.7 billion have been approved for
1996, an increase of 14 percent over 1995 spending.
Approximately 60 percent of E&P spending will target
international locations. Significant spending in 1996 includes
construction of a liquefied natural gas plant in Trinidad and
continuation of programs in Egypt and the North Sea. Chemicals
1996 expenditures are expected to be approximately $1.3
billion, with the majority for expansions or new facilities in
Indonesia, Malaysia, Singapore, Belgium, and the United States.
It is anticipated that the 1996 capital and exploration
expenditures budget will be financed primarily by funds
generated internally. The planned expenditure level is subject
to adjustment as changing economic and worldwide political
conditions may dictate.
<PAGE>
<PAGE>
Item 8. Financial Statements and Supplemental Information
Index to Financial Statements and Supplemental Information Page
Report of Independent Accountants ............................... 42
Consolidated Financial Statements:
Consolidated Statement of Income ............................. 43
Consolidated Statement of Financial Position ................. 44
Consolidated Statement of Shareholders' Equity ............... 45
Consolidated Statement of Cash Flows ......................... 46
Notes to Consolidated Financial Statements ................... 47
Financial Statement Schedule:
Valuation and Qualifying Accounts (Schedule II) ............ 96
Supplemental Information:
Quarterly Results and Stock Market Data ...................... 80
Oil and Gas Exploration and Production Activities ............ 81
Separate financial statements of subsidiary companies not
consolidated, and of 50 percent or less owned companies
accounted for by the equity method, have been omitted since, if
considered in the aggregate, they would not constitute a
significant subsidiary.
<PAGE>
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of Amoco Corporation
In our opinion, the consolidated financial statements
listed in the accompanying index present fairly, in all
material respects, the financial position of Amoco Corporation
and its subsidiaries at December 31, 1995 and 1994, and the
results of their operations and their cash flows for each of
the three years in the period ended December 31, 1995, in
conformity with generally accepted accounting principles.
These financial statements are the responsibility of Amoco
Corporation's management; our responsibility is to express an
opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we
plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used
and significant estimates made by management, and evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for the opinion expressed
above.
As discussed in Notes 1 and 6 to the financial statements,
Amoco Corporation changed its method of accounting for the
impairment of long-lived assets in 1995 to comply with the
provisions of Statement of Financial Accounting Standards No.
121.
PRICE WATERHOUSE LLP
Chicago, Illinois
February 27, 1996
<PAGE>
<PAGE>
AMOCO CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
Year Ended December 31
1995 1994 1993
(millions of dollars except
per-share amounts)
Revenues:
Sales and other operating revenues .... $27,066 $26,048 $25,336
Consumer excise taxes ................. 3,339 3,409 2,824
Other income .......................... 599 905 457
Total revenues ...................... 31,004 30,362 28,617
Costs and expenses:
Purchased crude oil, natural gas,
petroleum products and merchandise .. 14,140 13,558 12,878
Operating expenses .................. 4,555 4,743 4,688
Petroleum exploration expenses,
including exploratory dry holes ..... 610 633 529
Selling and administrative expenses ... 2,124 2,227 1,849
Taxes other than income taxes ......... 4,042 4,153 3,648
Depreciation, depletion, amortization,
and retirements and abandonments .... 2,794 2,239 2,193
Interest expense ...................... 335 318 325
Total costs and expenses ............ 28,600 27,871 26,110
Income before income taxes ............ 2,404 2,491 2,507
Income taxes .......................... 542 702 687
Net income .......................... $ 1,862 $ 1,789 $ 1,820
Net income per share .................. $ 3.76 $ 3.60 $ 3.66
(The accompanying notes are an integral part of these
statements.)
<PAGE>
<PAGE>
AMOCO CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
December 31
1995 1994
ASSETS (millions of dollars)
Current Assets:
Cash ............................................. $ 182 $ 166
Marketable securities--at cost (all corporate,
except $184 on December 31, 1995, and $355 on
December 31, 1994, which represent state and
municipal securities) ........................... 1,212 1,623
Accounts and notes receivable (less allowances
of $16 on December 31, 1995, and $23 on
December 31, 1994) .............................. 3,332 3,180
Inventories ...................................... 1,041 1,042
Prepaid expenses and income taxes ................ 723 631
6,490 6,642
Investments and other assets:
Investments and related advances ................. 654 470
Long-term receivables and other assets ........... 655 661
1,309 1,131
Properties--at cost, less accumulated
depreciation, depletion and amortization of
$26,531 on December 31, 1995, and $24,906 on
December 31, 1994 ................................ 22,046 21,543
$ 29,845 $ 29,316
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term obligations $ 341 $ 24
Short-term obligations ........................... 735 224
Accounts payable ................................. 2,822 2,759
Accrued liabilities .............................. 989 1,162
Taxes payable (including income taxes) ........... 887 855
5,774 5,024
Long-term debt:
Debt ............................................. 3,962 4,387
Deferred credits and other non-current liabilities:
Income taxes ..................................... 2,745 2,961
Other ............................................ 2,401 2,547
5,146 5,508
Minority interest ................................. 115 15
Shareholders' equity:
Common stock (authorized 800,000,000 shares;
issued and outstanding as of December 31, 1995--
496,402,697 shares; December 31, 1994--
496,393,067 shares) ............................. 2,590 2,166
Earnings retained and invested in the business ... 12,295 12,223
Pension liability adjustment ..................... (49) --
Foreign currency translation adjustment .......... 12 (7)
Total Shareholders' Equity ........................ 14,848 14,382
$ 29,845 $ 29,316
(The successful efforts method of accounting is followed for
costs incurred in oil and gas producing activities.)
(The accompanying notes are an integral part of these
statements.)
<PAGE>
<PAGE>
AMOCO CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
Earnings
Retained
and
Invested Other
Common in the Equity
Stock Business Adjustments Total
(millions of dollars, except per-share amounts)
Balance on December 31, 1992 $2,126 $10,855 $ (21) $12,960
Net income ............... 1,820 1,820
Cash dividends of $2.20
per share ................ (1,092) (1,092)
Foreign currency
translation adjustment ... (18) (18)
Issuances of common stock
(net) .................... 21 (26) (5)
Balance on December 31, 1993 2,147 11,557 (39) 13,665
Net income ............... 1,789 1,789
Cash dividends of $2.20
per share ................ (1,092) (1,092)
Foreign currency
translation adjustment ... 32 32
Issuances of common stock
(net) .................... 19 (31) (12)
Balance on December 31, 1994 2,166 12,223 (7) 14,382
Net income ............... 1,862 1,862
Cash dividends of $2.40
per share ................ (1,197) (1,197)
Foreign currency
translation adjustment ... 19 19
Issuances of common stock
(net) .................... 424 (593) (169)
Pension liability
adjustment................ (49) (49)
Balance on December 31, 1995 $2,590 $12,295 $ (37) $14,848
(The accompanying notes are an integral part of these
statements.)
<PAGE>
<PAGE>
AMOCO CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
Year Ended December 31
1995 1994 1993
(millions of dollars)
Cash flows from operating activities:
Net income ........................ $ 1,862 $ 1,789 $ 1,820
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation, depletion,
amortization, and retirements
and abandonments ................ 2,794 2,239 2,193
Increase in receivables (33) (137) (18)
Decrease(increase) in inventories 1 68 (89)
Increase (decrease) in payables
and accrued liabilities .......... 31 492 (371)
Deferred taxes and other items ... (846) (122) (44)
Net cash provided by operating
activities ....................... 3,809 4,329 3,491
Cash flows from investing activities:
Capital expenditures .............. (3,526) (2,572) (2,817)
Proceeds from dispositions of
property and other assets ........ 290 335 594
New investments, advances and
business acquisitions ............ (173) (91) (200)
Proceeds from sales of investments 20 176 256
Other ............................. 81 (18) (2)
Net cash used in investing
activities ....................... (3,308) (2,170) (2,169)
Cash flows from financing activities:
New long-term obligations ......... 661 438 1,313
Repayment of long-term obligations (309) (138) (2,286)
Cash dividends paid ............... (1,197) (1,092) (1,092)
Issuances of common stock ......... 42 29 27
Acquisitions of common stock ...... (704) (41) (32)
Issuance of preferred stock
by affiliate ...................... 100 -- --
Increase (decrease) in short-term
obligations ...................... 511 (783) 677
Net cash used in financing
activities ....................... (896) (1,587) (1,393)
(Decrease) increase in cash and
marketable securities ............... (395) 572 (71)
Cash and marketable securities-
beginning of year .................. 1,789 1,217 1,288
Cash and marketable securities-
end of year ........................ $ 1,394 $ 1,789 $ 1,217
(The accompanying notes are an integral part of these
statements.)
<PAGE>
<PAGE>
AMOCO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Accounting Policies
Principles of consolidation
The operations of all significant subsidiaries in which
the Corporation directly or indirectly owns more than 50
percent of the voting stock are included in the consolidated
financial statements. The Corporation also consolidates its
proportionate share of assets, liabilities and results of
operations of undivided interest pipelines and oil and gas
joint ventures. Investments in other companies in which less
than a majority interest is held are generally accounted for by
the equity method.
Estimates in financial statements
The preparation of financial statements in conformity with
generally accepted accounting principles requires estimates and
assumptions that affect certain reported amounts. Actual
results may differ in some cases from the estimates.
Inventories
Inventories are carried at the lower of current market
value or cost. Cost is determined under the last-in, first-out
("LIFO") method for the majority of inventories of crude oil,
petroleum products and chemical products. The costs of
remaining inventories are determined on the first-in, first-out
("FIFO") or average cost methods.
Costs incurred in oil and gas producing activities
The Corporation follows the successful efforts method of
accounting. Costs of property acquisitions, successful
exploratory wells, all development costs (including CO2 and
certain other injected materials in enhanced recovery projects)
and support equipment and facilities are capitalized.
Unsuccessful exploratory wells are expensed when determined to
be non-productive. Production costs, overhead and all
exploration costs other than exploratory drilling are charged
against income as incurred.
Depreciation, depletion and amortization
Generally, depreciation of plant and equipment, other than
oil and gas facilities, is computed on a straight-line basis
over the estimated economic lives of the facilities, which for
refining and chemical facilities average 20 years, for
administrative buildings
<PAGE>
<PAGE>
AMOCO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
average 45 years and for service stations average 16 years.
Depletion of the cost of producing oil and gas properties,
amortization of related intangible drilling and development
costs and depreciation of tangible lease and well equipment are
recognized using the unit-of-production method.
The portion of costs of unproved oil and gas properties
estimated to be non-productive is amortized over projected
holding periods.
The estimated costs to dismantle, restore and abandon oil
and gas properties are recognized over the properties'
productive lives on the unit-of-production method.
Effective in the fourth quarter of 1995, the Corporation
adopted Statement of Financial Accounting Standards ("SFAS")
No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of." This statement
requires long-lived assets with recorded values that are not
expected to be recovered through future cash flows to be
written down to current fair value. Fair value is generally
determined from estimated future net cash flows.
Retirements
Upon normal retirement or replacement of facilities, the
gross book value less salvage is charged to accumulated
depreciation. Gains or losses from abnormal retirements or
sales are credited or charged to income.
Maintenance and repairs
All maintenance and repair costs are charged against
income, while significant improvements are capitalized.
Derivative contracts
The Corporation enters into futures, swaps, forwards and
option contracts to manage its exposure to price fluctuations
on hydrocarbon transactions and its exposure to exchange rate
fluctuations on its debt and commitments denominated in foreign
currencies. Recognized gains, losses and cash flows from hedge
contracts are reported as components of the related
transactions.
<PAGE>
<PAGE>
AMOCO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Translation of foreign currencies
The U.S. dollar has been determined to be the appropriate
functional currency for essentially all operations except
certain foreign chemical operations.
Environmental liabilities
The Corporation has provided in its accounts for the
reasonably estimable future costs of probable environmental
remediation obligations relating to current and past
activities, including obligations for previously disposed
assets or businesses. In the case of long-lived cleanup
projects, the effects of inflation and other factors, such as
improved application of known technologies and methodologies,
are considered in determining the amount of estimated
liabilities. The liability is undiscounted and primarily
consists of costs such as site assessment, monitoring,
equipment, utilities and soil and ground water treatment and
disposal. Probable recoveries from third parties are recorded
as receivables.
Net income per share
Net income per share of common stock is based on the
monthly weighted average number of shares outstanding during
the year.
Note 2. Acquisitions, Dispositions and Special Items
Other income in 1995 included a gain of $132 million ($83
million after tax) related to the sale of Amoco Motor Club.
In 1994, earnings included benefits of $270 million
related to final settlements with the Internal Revenue Service
involving crude oil excise taxes ("COET") assessed in the
1980s. Of this amount, $180 million represented interest on
the settlements. Earnings also included a gain of $45 million
on the sale of certain European oil and gas properties.
In the second quarter of 1994, a charge of $394 million
($256 million after-tax) was accrued in conjunction with the
announcement of an organizational restructuring. Included in
selling and administrative expenses were charges of $225
million ($146 million after-tax) related to employee-
termination costs. Since July 1994, charges against the
accrual totaled $168 million ($109 million after tax). As of
December 31, 1995, the remaining accrual balance associated
with restructuring was $57 million ($37 million after tax),
which is considered adequate for all future severances to
<PAGE>
<PAGE>
AMOCO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
which the Corporation has committed. As a result of
restructuring, over 4,000 positions have been eliminated
through year-end 1995, with more than 3,300 employees receiving
termination benefits. Approximately 700 staff support
positions will be eliminated in 1996 and 1997 as a result of
the ongoing process redesign to improve efficiencies in support
functions. Also, included in 1994 operating expenses were
charges of $169 million ($110 million after tax) related to a
reduction in carrying value of assets that have been divested.
In 1993, new investments, advances and business
acquisitions totaled $200 million, including the purchase of
Phillips Fibers Corporation. Proceeds from dispositions of
property and other assets and from sales of investments totaled
$850 million, including certain non-strategic properties and
investments in Canada for approximately $471 million.
Earnings in 1993 included gains of $120 million relating
to the Corporation's disposition of 65 percent of its equity
investment in a Canadian company, Crestar Energy Inc.
("Crestar"), in connection with Crestar's initial public
offering. Amoco's remaining investment in Crestar was sold in
January 1996, for a gain of approximately $50 million. Also
included in 1993 earnings were gains of $70 million associated
with the disposition of certain Canadian properties, and after-
tax charges of $170 million associated with the writedown of
Congo exploration and production operations.
Note 3. Cash Flow Information
The Consolidated Statement of Cash Flows provides
information about changes in cash and cash equivalents,
including cash in excess of daily requirements that is invested
in marketable securities, substantially all of which have a
maturity of three months or less when acquired. The effect of
foreign currency exchange rate fluctuations on total cash and
marketable securities balances was not significant.
Net cash provided by operating activities reflects cash
payments for interest and income taxes as follows:
1995 1994 1993
(millions of dollars)
Interest paid ......... $327 $297 $367
Income taxes paid ..... $706 $903 $632
<PAGE>
<PAGE>
AMOCO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Note 4. Financial Instruments and Hedging Activities
In the normal course of business, Amoco holds or issues
various financial instruments which expose the Company to
financial risk associated with market interest rates, currency
exchange rates and credit worthiness. Also, Amoco's petroleum
and chemical businesses are affected by commodity price
movements. To manage a portion of these inherent risks, Amoco
purchases and sells various derivative financial instruments
and commodity futures contracts. All financial instruments
held by the Corporation are for purposes other than trading.
Fair values
The carrying values of most financial instruments are
based on historical costs. The carrying values of receivables,
payables, marketable securities and short-term obligations
approximate their fair value. The estimated fair value of long-
term debt outstanding as of December 31, 1995 and 1994 was
$4,400 million and $4,342 million, respectively. The estimated
fair values of marketable securities and debt were based on
quoted market prices for the same or similar issues, or the
current rates offered to the Corporation for issues with the
same remaining maturities.
Credit risks
A significant portion of Amoco's receivables is from other
oil and gas and chemical companies. Although collection of
these receivables could be influenced by economic factors
affecting these industries, the risk of significant loss is
considered remote. Substantially all derivatives are either
exchange traded or with major financial institutions, and the
risk of credit loss is considered remote.
Currency risks
The Corporation conducts its business primarily in U.S.
dollars. Significant exposures to foreign currency exchange
risk are reduced through the use of financial instruments,
primarily by hedging of foreign currency borrowings and
contractual commitments.
<PAGE>
<PAGE>
AMOCO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
The following table shows the amount of debt, including current
portions, denominated in foreign currencies as of December 31,
1995 and 1994, and the face amounts of foreign currency forward
and option contracts that have been designated as hedges of
that debt:
1995 1994
Debt Hedge* Debt Hedge*
(millions of U.S. dollars)
British pound sterling $ 601 $ 940 $ 596 $ 909
Canadian Dollar ...... $ 135 $ 173 $ 231 $ 348
* Includes tax effects.
In addition, the Corporation has entered into foreign
currency forward contracts to manage its foreign currency
exposure associated with the construction of a joint-venture
plant in Singapore. The face amount of these forward contracts
at year-end 1995 was $231 million.
The hedge contracts generally have the same maturities as
the related debt or commitments. The carrying value and fair
value of the forward and option contracts were not material at
December 31, 1995 and 1994.
Commodity price risks
The Corporation also enters into futures, swaps and option
contracts to manage a portion of its exposure to price
fluctuations on hydrocarbon transactions. Crude oil futures
contracts are used to match the pricing of specific purchase
transactions to market prices at delivery dates. Natural gas
futures, swaps and options are used to convert specific sales
and purchase contracts from fixed prices to market prices.
Swaps also are used to hedge exposure to price differences
between locations. Future contracts are used to convert
specific gasoline and distillate contracts from fixed to market
prices.
Natural gas swap contracts outstanding at December 31,
1995 and 1994 totaled 334 and 151 trillion British thermal
units ("Btus"), respectively. Most contracts are for a
remaining term of less than one year, while contracts
representing 107 trillion Btus of natural gas have terms that
extend from one to five years. While these contracts have no
carrying value, their fair value, representing the estimated
amount that would have been required to terminate the swaps at
year-end 1995, was $27 million for contracts with favorable
positions, and $43 million for contracts with
<PAGE>
<PAGE>
AMOCO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
unfavorable positions. The comparable amount for 1994 was $28
million for contracts with unfavorable positions.
In addition, in December 1995, the Corporation sold
forward future production of 3 million barrels of crude oil and
24 trillion Btus of natural gas for periods up to 18 months,
using exchange traded future contracts, and fixed the sales
prices of 3 million barrels of future crude oil production
using swaps. There were no significant unrealized gains or
losses on these transactions at December 31, 1995.
Commitments and guarantees
In the normal course of business, the Corporation has
entered into contracts for the purchase of transportation
capacity, materials and services over terms of up to 20 years.
The remaining minimum payments required under these contracts
at December 31, 1995, totaled $593 million. At December 31,
1995, contingent liabilities of the Corporation included
guarantees of $52 million on outstanding loans of others. The
Corporation also has entered into various pipeline throughput
and deficiency contracts with affiliated companies. These
agreements supported an estimated $6 million of affiliated
company borrowings at December 31, 1995. The fair value of
these commitments and guarantees is immaterial.
Note 5. Inventories
Inventories at December 31, 1995 and 1994, are shown in
the following table:
December 31
1995 1994
(millions of dollars)
Crude oil and petroleum products ....... $ 292 $ 349
Chemical products ...................... 436 375
Other products and merchandise ......... 22 24
Materials and supplies ................. 291 294
Total ............................. $1,041 $1,042
Inventories carried under the LIFO method represented
approximately 53 percent of total year-end inventory carrying
values in 1995 and 51 percent in 1994. It is estimated that
inventories would have been approximately $1,100 million higher
than reported on December 31, 1995 and 1994, if the quantities
valued on the LIFO basis were instead valued at current prices.
<PAGE>
<PAGE>
AMOCO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Note 6. Property, Plant and Equipment
Investment in properties at December 31, 1995 and 1994,
detailed by industry segment, was as follows. 1994 has been
restated to conform to the new reporting basis.
1995 1994
Gross Net Net
(millions of dollars)
Exploration and production:
United States ........ $16,215 $ 6,875 $ 6,991
Non-U.S. ............. 15,110 5,842 5,719
Petroleum products ........ 9,417 5,004 5,144
Chemicals ................. 6,572 3,540 2,944
Corporate and other
operations ................ 1,263 785 745
Total ........... $48,577 $22,046 $21,543
The Corporation adopted SFAS No. 121 in the fourth quarter
of 1995. Depreciation, depletion, amortization, and retirements
and abandonments for 1995 included charges of $602 million
($380 million after-tax) for the impairment of long-lived
assets. About $300 million of the after-tax charge relates to
oil and gas producing properties in North America, most of
which were acquired or developed during periods of higher price
expectations. Another $42 million of the after-tax charge
relates to unprofitable specialty polymer production
facilities.
<PAGE>
<PAGE>
AMOCO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Note 7. Short-Term Obligations
Amoco's short-term obligations consist of notes payable
and commercial paper. Notes payable as of December 31, 1995,
totaled $36 million at an average annual interest rate of 5.7
percent, compared with $7 million at an average annual interest
rate of 5.7 percent at year-end 1994. Commercial paper
borrowings at December 31, 1995, were $699 million at an
average annual interest rate of 5.7 percent compared with $217
million at an average annual interest rate of 5.9 percent as of
December 31, 1994.
Bank lines of credit available to support commercial paper
borrowings of the Corporation amounted to $490 million at both
December 31, 1995 and 1994. All of these were supported by
commitment fees.
The Corporation also maintains compensating balances with
a number of banks for various purposes. Such arrangements do
not legally restrict withdrawal or usage of available cash
funds. In the aggregate, they are not material in relation to
total liquid assets.
Note 8. Accounts Payable
Accounts payable at December 31, 1995 and 1994, included
liabilities in the amount of $320 million and $306 million,
respectively, for checks issued in excess of related bank
balances but not yet presented for collection.
<PAGE>
<PAGE>
AMOCO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Note 9. Long-Term Debt
Amoco's long-term debt resides principally with two Amoco
subsidiaries--Amoco Company and Amoco Canada. Amoco Company
functions as the principal holding company for substantially
all of Amoco's petroleum and chemical operations, except
Canadian petroleum operations and selected other activities.
The components of long-term debt and year-end rates are
summarized as follows:
December 31
1995 1994
(millions of
dollars)
Amoco Company
8 5/8% Debentures due 2016 ........ $ 32 $ 52
9 3/4% Debentures due 2016 ........ 57 58
9 7/8% Debentures due 2016 ........ 25 25
Environmental and other industrial
development obligations ........... 877 649
U.K. loans-7% Sterling(*) ......... 601 596
-6% U.S. dollar(*) ...... 110 195
Argentina loan-6 5/8% due 2005 .... 100 -
Other indebtedness ................ 571 535
Subtotal ........................ 2,373 2,110
Less current maturities ........... 196 24
Total Amoco Company ............. 2,177 2,086
Amoco Canada
6 3/4% Debentures due 2005 ........ 299 299
7 1/4% Notes due 2002 ............. 299 299
6 3/4% Debentures due 2023 ........ 297 296
7.95% Debentures due 2022 ......... 296 296
7 1/4% Notes due 2002 ............. 253 254
8.98% Bonds due 2005 .............. 224 -
7 3/8% Subordinated Exchangeable
Debentures (SEDs) due 2013 ...... - 458
Other ............................. 39 35
Total Amoco Canada .............. 1,707 1,937
Other subsidiaries (less current
maturities) ....................... 78 364
Total long-term debt ............ $3,962 $4,387
(*)Weighted average interest rate at December 31, 1995.
<PAGE>
<PAGE>
AMOCO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amoco Corporation guarantees the outstanding public debt
obligations of Amoco Company. Amoco Corporation and Amoco
Company guarantee the notes and debentures of Amoco Canada and
Amoco Argentina Oil Company. In September, 1995, Amoco Canada
obtained a $225 million 10-year revolving term facility,
guaranteed by Amoco and Amoco Company. A standby fee is
charged for this facility, which has not been used. Effective
September 1, 1995, Amoco Canada called the 7 3/8 percent SEDs
for redemption. A total of 8.6 million shares of Amoco
Corporation common stock was issued in exchange for SEDs
totaling $442 million.
AmProp Inc., a real estate subsidiary, had long-term debt
secured by real estate assets, totaling $52 million at year-end
1995, and $61 million at year-end 1994, which is not guaranteed
by Amoco Corporation or Amoco Company.
Annual maturities of total long-term debt during the next
five years, including the portion classified as current, are
$341 million in 1996, $43 million in 1997, $169 million in
1998, $80 million in 1999 and $114 million in 2000.
In early 1996, Amoco redeemed the 9 7/8 percent debentures
due 2016 and plans to redeem the 9 3/4 percent debentures due
2016 on March 21, 1996.
<PAGE>
<PAGE>
AMOCO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Note 10. Capital Stock
There were 800,000,000 shares of common stock without par
value authorized at December 31, 1995. Details concerning
share transactions are shown below:
1995 1994
Shares Amount Shares Amount
(thous) (mil) (thous) (mil)
Outstanding on Jan. 1 ..... 496,393 $2,166 496,401 $2,147
Stock repurchases ......... (10,604) (110) (771) (10)
Sales and distributions
under employee benefit
plans, etc. ............. 1,971 92 763 29
Canadian SEDs conversion .. 8,643 442 - -
Shares outstanding on
Dec. 31 ................. 496,403 $2,590 496,393 $2,166
1993
Shares Amount
(thous) (mil)
Outstanding on Jan. 1 ..... 496,303 $2,126
Stock repurchases ......... (686) (6)
Sales and distributions
under employee benefit
plans, etc. ............. 784 27
Canadian SEDs conversion .. - -
Shares outstanding on
Dec. 31 ................. 496,401 $2,147
In addition, there are 50 million shares of voting
preferred stock and 50 million shares of non-voting preferred
stock authorized. As of December 31, 1995, none of the
preferred stock had been issued.
Note 11. Leases
The Corporation leases various types of properties,
including service stations, tankers, buildings, railcars and
other facilities, some of which are subleased to others,
through operating leases. Some of the leases and subleases
provide for contingent rentals based on refined product
throughput.
<PAGE>
<PAGE>
AMOCO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Summarized below as of December 31, 1995, are future
minimum rentals payable and related sublease rental income for
operating leases.
Rentals Rental
Payable Income
(millions of dollars)
1996 .............................. $ 200 $ 50
1997 .............................. 174 32
1998 .............................. 157 14
1999 .............................. 145 2
2000 .............................. 126 1
After 2000 ........................ 465 1
Total minimum rentals ........ $ 1,267 $ 100
Rental expense and related rental income applicable to
operating leases for the three years ended December 31, 1995,
are summarized below:
1995 1994 1993
(millions of dollars)
Minimum rental expense ....... $ 269 $ 252 $ 229
Contingent rental expense .... 25 19 16
Total ................... 294 271 245
Less--Related rental income .. 63 64 84
Net rental expense ...... $ 231 $ 207 $ 161
Note 12. Foreign Currency
A foreign currency gain of $1 million was reflected in
income in 1995, compared with gains of $24 million and $47
million for 1994 and 1993, respectively. In addition, net
translation gains of $19 million and $32 million for 1995 and
1994, respectively, and a net translation loss of $18 million
for 1993 were reflected in the foreign currency translation
adjustment account in shareholders' equity.
<PAGE>
<PAGE>
AMOCO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Note 13. Interest Expense
The Corporation capitalizes interest cost related to the
financing of major projects under development. All other
interest is expensed as incurred. The components of interest
expense are summarized in the following table:
1995 1994 1993
(millions of dollars)
Short-term obligations ...... $ 16 $ 19 $ 14
Long-term obligations ....... 301 269 285
Total external financing .. 317 288 299
Other interest expense ...... 30 30 39
347 318 338
Less--capitalized interest .. 12 -- 13
Net interest expense ...... $ 335 $ 318 $ 325
Note 14. Research and Development Expenses
Research and development costs are expensed as incurred
and amounted to $175 million in 1995, $255 million in 1994 and
$292 million in 1993.
<PAGE>
<PAGE>
AMOCO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Note 15. Taxes
The aggregate federal and foreign deferred income tax
balance represents the tax effect of the following items at
December 31:
1995 1994
(millions of dollars)
Tax credit and loss carryforwards ..... $1,042 $ 912
Exploration costs ..................... 347 304
Postretirement benefits ............... 527 516
Environmental costs ................... 361 387
Other ................................. 392 578
Gross deferred tax assets ............. 2,669 2,697
Deferred tax asset valuation allowance (586) (720)
Net deferred tax assets ............ $2,083 $1,977
Accelerated depreciation .............. $3,183 $3,403
Intangible drilling costs ............. 719 707
Other ................................. 347 340
Deferred tax liabilities ........... $4,249 $4,450
The decrease in the deferred tax asset valuation allowance
primarily reflects the reduction of deferred tax assets
associated with divestitures.
<PAGE>
<PAGE>
AMOCO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
The provision for income taxes is composed of:
1995 1994 1993
(millions of dollars)
Federal--current ........ $ 283 $ 392 $ 104
--deferred ....... (63) (74) 162
Foreign--current ........ 520 422 479
--deferred ....... (232) (47) (77)
State and local ......... 34 9 19
$ 542 $ 702 $ 687
The following is a reconciliation between the provision
for income taxes and income taxes determined by applying the
federal statutory rate to income before income taxes:
1995 1994
Percent Percent
Amount of Amount of
(mil- Pre-Tax (mil- Pre-Tax
lions) Income lions) Income
Pretax income:
U.S. source ...... $1,556 $1,738
Foreign source ... 848 753
$2,404 $2,491
Theoretical U.S.
income tax ....... $ 842 35.0 $ 872 35.0
Increase
(reduction)
due to:
Foreign taxes at
rates in excess
of U.S. rate ..... 39 1.6 120 4.8
Effect of
foreign currency
gains/losses ..... (8) (.4) (9) (.3)
Tax credits ...... (179) (7.4) (174) (7.0)
Tax-rate changes . (16) (.7) -- --
Prior-year
adjustments ...... (27) (1.1) (68) (2.7)
All other (net) .. (109) (4.5) (39) (1.6)
$ 542 22.5 $ 702 28.2
<PAGE>
<PAGE>
AMOCO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
1993
Percent
of
Amount Pre-Tax
(millions) Income
Pretax income:
U.S. source ................. $ 1,553
Foreign source .............. 954
$ 2,507
Theoretical U.S. income tax . $ 878 35.0
Increase (reduction)
due to:
Foreign taxes at rates
in excess of U.S. rate ...... 92 3.7
Effect of foreign currency
gains/losses ................ (24) (1.0)
Tax credits ................. (185) (7.4)
Tax-rate changes ............ 53 2.1
Prior-year adjustments ...... (125) (5.0)
All other (net) ............. (2) --
$ 687 27.4
<PAGE>
<PAGE>
AMOCO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Taxes other than income taxes include:
1995 1994 1993
(millions of dollars)
Consumer excise taxes ........... $3,339 $3,409 $2,824
Production and severance taxes
United States ................. 100 112 128
Foreign ....................... 113 73 110
Property taxes .................. 254 289 315
Social Security, corporation and
other taxes ..................... 236 270 271
$4,042 $4,153 $3,648
Undistributed earnings of certain foreign subsidiaries and
joint-venture companies aggregated $618 million on December 31,
1995, which, under existing law, will not be subject to U.S.
tax until distributed as dividends. Since the earnings have
been or are intended to be indefinitely reinvested in foreign
operations, no provision has been made for any U.S. taxes that
may be applicable thereto. Furthermore, any taxes paid to
foreign governments on those earnings may be used in whole or
in part as credits against the U.S. tax on any dividends
distributed from such earnings. It is not practicable to
estimate the amount of unrecognized deferred U.S. taxes on
these undistributed earnings.
Note 16. Stock Option Plans
The Corporation's stock option plans approved by
shareholders provide for the granting of options with or
without stock appreciation rights ("SARs") to key managerial
and other eligible employees to buy Corporation common stock at
not less than 100 percent of the fair market value at the date
of grant. Such options may be incentive stock options to the
extent provided in the Internal Revenue Code. Options granted
under the plans prior to 1994 normally extend for 10 years and
generally become exercisable two years after the date of the
grant. Options granted in 1994 and thereafter become
exercisable 50 percent one year after the date of grant and 100
percent two years after the date of grant. Options with SARs
permit holders to surrender exercisable options in exchange for
payment determined by the amount by which the market value of
the shares on the dates the rights are exercised exceeds the
grant price. Such payments can be made in shares, cash or a
combination at the discretion of the administering committee.
No options were granted with SARs in 1995.
<PAGE>
<PAGE>
AMOCO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Option plan transactions in 1994 and 1995 are summarized
in the following table:
Thousands Price Range
of Shares Per Share
Options outstanding on Jan. 1, 1994 10,559 $28.25 - 57.44
Granted ....................... 2,295 $55.06 - 57.88
Exercised ..................... (684) $28.25 - 54.13
Surrendered or terminated ..... (454) $44.06 - 57.44
Canceled upon exercise of SARs (121) $28.25 - 42.50
Options outstanding on Dec. 31, 1994 11,595 $29.81 - 57.88
Granted ....................... 2,282 $59.00 - 67.88
Exercised ..................... (921) $29.81 - 57.44
Surrendered or terminated ..... (214) $44.06 - 65.13
Canceled upon exercise of SARs (76) $29.81 - 52.44
Options outstanding on Dec. 31, 1995 12,666 $32.03 - 67.88
Of the total options outstanding on December 31, 1995,
350,200 were with SARs. Stock options for 9,440,725 shares
were exercisable at year-end 1995. No options may be granted
under the current plan after December 31, 2001.
The Corporation's restricted stock grant plans provide for
the awarding of shares of Corporation common stock to selected
employees of Amoco and its participating subsidiaries,
including officers and directors. Shares issued under the
plans may not be sold or otherwise transferred for a minimum
period as established at the time of the grant. The shares
generally are subject to forfeiture if the recipient's
employment terminates during the specified period unless such
termination is due to death, total disability or involuntary
retirement. Shares issued have dividend and voting rights
identical to other outstanding shares of the Corporation's
common stock. During 1995, 147,930 shares were issued under
the current plans. No restricted shares may be issued under
the current plan after December 31, 2001.
Note 17. Employee Incentive Compensation Programs
Management incentive compensation plans approved by
shareholders provide for the granting of awards to key
managerial employees and executives of the Corporation and
certain subsidiaries. Amounts charged against earnings in
anticipation of awards to be made later were $16 million in
1995, $15 million in 1994, and $10 million in 1993. Awards
made in 1995, 1994 and 1993 amounted to $20 million, $21
million and $13 million, respectively.
<PAGE>
<PAGE>
AMOCO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
The Amoco Performance Share Plan allocates Amoco stock to
eligible employees when the Corporation's total return to
shareholders, based on the average return for three years,
meets or exceeds the average return achieved by a select group
of competitors. No contributions were made on behalf of
employees in 1995 and 1993. The return on Amoco stock was
above the competitor average in 1994. As a result, employees
earned stock equal to 3.5 percent of compensation. The amount
charged to expense in 1994 was $59 million.
Note 18. Retirement Plans
The Corporation and its subsidiaries have a number of
defined benefit pension plans covering most employees. Plan
benefits are generally based on employees' years of service and
average final compensation. Essentially all of the cost of
these plans is borne by the Corporation. The Corporation makes
contributions to the plans in amounts that are intended to
provide for the cost of pension benefits over the service lives
of employees.
<PAGE>
<PAGE>
AMOCO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
The funded status of the plans as of December 31 for 1995
and 1994 was as follows:
Plans for which
Assets Benefits
Exceed Exceed
Benefits Assets
(millions of dollars)
1995
Fair value of plan assets, principally
equity and fixed-income securities ... $ 383 $ 2,218
Actuarial present value of benefit
obligations:
Accumulated benefit obligation* .... 318 2,452
Additional benefits based on
estimated future salary levels ..... 48 501
Projected benefit obligation ("PBO") 366 2,953
Plan assets over (under) PBO ......... 17 (735)
Unrecognized net gains at transition . (13) (21)
Other unrecognized net losses ........ 25 602
Unrecognized prior service cost ...... 8 39
Minimum pension liability adjustment . -- (132)
Net pension cost prepaid (accrued) ... $ 37 $ (247)
1994
Fair value of plan assets, principally
equity and fixed-income securities ... $ 2,253 $ 73
Actuarial present value of benefit
obligations:
Accumulated benefit obligation* .... 2,191 186
Additional benefits based on
estimated future salary levels ..... 390 57
Projected benefit obligation ("PBO") 2,581 243
Plan assets under PBO ................ (328) (170)
Unrecognized net (gains) losses at
transition ........................... (58) 8
Other unrecognized net losses ........ 351 53
Unrecognized prior service cost ...... 57 8
Net pension cost prepaid (accrued) ... $ 22 $ (101)
* Accumulated benefits totaling $308 million and $266 million
were non-vested at December 31, 1995 and 1994, respectively.
<PAGE>
<PAGE>
AMOCO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
The actuarial assumptions used for the Corporation's
principal pension plans for 1995 and 1994 were as follows:
1995 1994
Discount rate for service and interest cost .. 8.5% 7.0%
Discount rate for the projected benefit
obligation ................................... 7.0% 8.5%
Rate of compensation increase for the
projected benefit obligation ................. 5.0% 5.0%
Long-term rate of return on assets ........... 10.0% 10.0%
The components of net pension cost for the past three
years were as follows:
1995 1994 1993
(millions of dollars)
Service cost--benefits earned
during the period ............. $ 98 $ 113 $ 102
Interest cost on projected
benefit obligation ............ 242 221 204
Actual (gain) loss on assets .. (492) 53 (302)
Unrecognized gain (loss) ...... 217 (311) 50
Recognized gain on assets ..... (275) (258) (252)
Curtailment loss .............. 2 21 --
Amortization of unrecognized
amounts ....................... 12 22 1
Net pension cost .............. $ 79 $ 119 $ 55
Most employees are also eligible to participate in defined
contribution plans by contributing a portion of their
compensation. The Corporation matches contributions up to
specified percentages of each employee's compensation.
Matching contributions charged to income were $83 million in
1995, $99 million in 1994 and $96 million in 1993.
Note 19. Other Postretirement Benefits
The Corporation and its subsidiaries provide certain
health care and life insurance benefits for retired employees.
Substantially all of the Corporation's domestic employees and
employees in certain foreign countries are provided these
benefits through insurance companies whose premiums are based
on benefits paid during the year. The cost of such benefits is
recognized during employees' years of active service.
<PAGE>
<PAGE>
AMOCO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
The status of the Corporation's unfunded plans as of
December 31 for 1995 and 1994 was as follows:
1995 1994
(millions of
dollars)
Accumulated benefit obligation
Retirees .............................. $ 655 $ 603
Fully eligible active plan participants 157 156
Other active plan participants ........ 370 281
Total ................................. 1,182 1,040
Unrecognized net gains .................. 106 240
Unrecognized prior service gains ........ 235 215
Accrued postretirement benefit cost ..... $ 1,523 $ 1,495
The actuarial assumptions used for the Corporation's
principal postretirement benefit plans for 1995 and 1994 were
as follows:
1995 1994
Discount rate for service and interest cost ........ 8.5% 7.0%
Discount rate for the accumulated benefit obligation 7.0% 8.5%
Rate of compensation increase for the accumulated
benefit obligation ................................. 5.0% 5.0%
Assumed current year health care cost trend rate
--retirees under 65 ........................... 10.3% 11.1%
--Medicare eligible retirees .................. 8.0% 8.5%
Assumed ultimate trend rate ........................ 5.0% 5.0%
Year ultimate health care cost rate will be achieved 2002 2002
Effect of 1% increase in health care cost trend
rates (millions)
--annual aggregate service and interest costs . $ 12 $ 18
--accumulated postretirement benefit obligation $119 $ 93
<PAGE>
<PAGE>
AMOCO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
The components of net postretirement benefit costs for the
past three years were as follows:
1995 1994 1993
(millions of dollars)
Service cost--benefits earned
during the period .............. $ 26 $ 34 $ 32
Interest cost on accumulated
benefit obligation ............. 86 89 97
Amortization and other ......... (36) (33) (22)
Net postretirement benefit cost $ 76 $ 90 $ 107
Note 20. Litigation
The Internal Revenue Service ("IRS") has challenged the
application of certain foreign income taxes as credits against
the Corporation's U.S. taxes that otherwise would have been
payable for the years 1980 through 1989. On June 18, 1992, the
IRS issued a statutory Notice of Deficiency for additional
taxes in the amount of $466 million, plus interest, relating to
1980 through 1982. The Corporation has filed a petition in the
U.S. Tax Court contesting the IRS statutory Notice of
Deficiency. Trial on the matter was held in April 1995, and a
decision is expected in 1996. A comparable adjustment of
foreign tax credits for each year has been proposed for the
years 1983 through 1989 based upon subsequent IRS audits.
Similar challenges could arise relating to years subsequent to
1989. The Corporation believes that the foreign income taxes
have been reflected properly in its U.S. federal tax returns.
The Corporation is confident that it will prevail in the
litigation. Consequently, this dispute is not expected to have
a material adverse effect on liquidity, results of operations,
or the consolidated financial position of the Corporation.
Note 21. Other Contingencies
Amoco is subject to federal, state and local environmental
laws and regulations. Amoco is currently participating in the
cleanup of numerous sites pursuant to such laws and
regulations. The reasonably estimable future costs of probable
environmental obligations, including Amoco's probable costs for
obligations for which Amoco is jointly and severally liable,
and for assets or businesses that were previously disposed,
have been provided for in the Corporation's results of
operations. These estimated costs represent the amount of
expenditures expected to be incurred in the
<PAGE>
<PAGE>
AMOCO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
future to remediate sites with known environmental obligations.
The accrued liability represents a reasonable best estimate of
Amoco's remediation liability. As the scope of the obligations
becomes better defined, there may be changes in the estimated
future costs, which could result in charges against the
company's future results of operations. The ultimate amount of
any such future costs, and the range within which such costs
can be expected to fall, cannot be determined. Although the
costs could be significant in relationship to the results of
operations in any one period, they are not expected to have a
material effect on Amoco's liquidity or consolidated financial
position.
Note 22. Summarized Financial Data
The Corporation's principal subsidiary, Amoco Company, is
the holding company for substantially all petroleum and
chemical operating subsidiaries except Amoco Canada. Amoco
guarantees the outstanding public debt obligations of Amoco
Company.
Summarized financial data for Amoco Company are presented
as follows:
1995 1994 1993
(millions of dollars)
For the years ended December 31:
Revenues (including excise
taxes) ....................... $28,339 $27,841 $25,930
Operating profit ............. $ 2,783 $ 2,470 $ 2,595
Net income ................... $ 1,798 $ 1,878 $ 1,803
At December 31:
Current assets ............... $ 5,303 $ 5,399 $ 4,383
Total assets ................. $26,326 $24,549 $23,513
Current liabilities .......... $ 4,578 $ 4,142 $ 3,976
Long-term debt(*) ............ $ 6,785 $ 6,190 $ 1,967
Deferred credits ............. $ 4,397 $ 4,584 $ 4,441
Minority interest ............ $ 110 $ 5 --
Shareholder's equity(*) ...... $10,456 $ 9,628 $13,129
* Change reflects dividends in 1994 to Amoco Corporation of
intercompany notes receivable from subsidiaries.
Annual maturities of long-term debt during the next five
years, including the portion classified as current, are $196
million in 1996, $18 million in 1997, $117 million in 1998, $80
million in 1999 and $113 million in 2000.
<PAGE>
<PAGE>
AMOCO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amoco Canada is a wholly owned subsidiary of Amoco
Corporation. Amoco and Amoco Company guarantee the notes and
debentures of Amoco Canada.
Summarized financial data for Amoco Canada are presented
as follows:
1995 1994 1993
(millions of dollars)
For the years ended December 31:
Revenues ..................... $ 3,619 $ 3,256 $ 3,400
Net (loss) income ............ $ (205) $ 82 $ 331
At December 31:
Current assets ............... $ 1,252 $ 1,354 $ 1,432
Total assets ................. $ 4,493 $ 4,613 $ 4,619
Current liabilities .......... $ 2,494 $ 1,976 $ 1,998
Non-current liabilities ...... $ 2,381 $ 2,815 $ 2,880
Shareholder's deficit ........ $ (382) $ (178) $ (259)
There are no scheduled maturities of long-term debt during
the next five years.
Amoco Argentina Oil Company ("Amoco Argentina") is an
indirect wholly owned subsidiary of Amoco. Amoco and Amoco
Company guarantee the outstanding public debt obligations of
Amoco Argentina.
Summarized financial data for the Amoco Argentina are
presented as follows:
1995 1994 1993
(millions of dollars)
For the years ended December 31:
Revenues ..................... $ 258 $ 189 $ 208
Net income ................... $ 88 $ 76 $ 74
At December 31:
Current assets ............... $ 73 $ 97 $ 103
Total assets ................. $ 389 $ 349 $ 337
Current liabilities .......... $ 49 $ 58 $ 100
Non-current liabilities ...... $ 113 $ 100 $ 20
Shareholder's equity ......... $ 227 $ 191 $ 217
There are no scheduled maturities of long-term debt during
the next five years.
<PAGE>
<PAGE>
AMOCO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Note 23. Segment and Geographic Data
The Corporation operates worldwide in the petroleum and
chemical industries, in several industry segments. Petroleum
operations include exploration and production ("E&P") and
petroleum products segments. The E&P segment is engaged in
exploring for, developing and producing crude oil and natural
gas; and extraction, transportation and marketing of natural
gas liquids ("NGL"). The petroleum products segment is
responsible for refining operations, marketing of all petroleum
products, the transportation of crude oil and petroleum
products, and associated supply and trading activities,
primarily in the United States. The chemical segment
manufactures and sells various petroleum-based chemical
products. Corporate and other operations include net interest
and general corporate expenses, and the results of investments
in technology companies, real estate interests and other
activities. In 1995, Amoco changed the reporting segments to
align with its organizational structure; data for prior years
have been restated.
Intersegment and intergeographic sales are accounted for
at prices that approximate market prices. Income taxes are
generally assigned to the operations that give rise to the tax
effects.
Identifiable assets are those used in the operations of
each segment or area, including intersegment or intergeographic
receivables. Corporate assets consist primarily of cash,
marketable securities and the unamortized cost of purchased tax
benefits.
<PAGE>
<PAGE>
Statement of Information by Industry Segment
(millions of dollars) Petroleum Operations
Exploration
and Petroleum Chemical
Production Products Operations
Year 1995
Revenues other than intersegment
sales ........................... $ 6,978 $ 18,018 $ 5,655
Intersegment sales .............. 3,494 1,066 62
Total revenues ................ $ 10,472 $ 19,084 $ 5,717
Operating profit ................ $ 1,200 $ 498 $ 1,256
Equity in earnings of others .... -- 35 133
General corporate amounts .......
Interest expense ................
Income taxes .................... (395) (153) (426)
Net income .................... $ 805 $ 380 $ 963
Depreciation and related charges $ 1,996 $ 446 $ 293
Capital expenditures ............ $ 2,104 $ 461 $ 850
Identifiable assets ............. $ 15,241 $ 6,694 $ 5,183
Equity investments and related
advances ........................ $ 47 $ 33 $ 502
Corporate
and
Other
Operations Consolidated*
Year 1995
Revenues other than intersegment
sales ........................... $ 46 $ 31,004
Intersegment sales .............. -- --
Total revenues ................ $ 46 $ 31,004
Operating profit ................ $ (75) $ 2,879
Equity in earnings of others .... 2 170
General corporate amounts ....... (310) (310)
Interest expense ................ (335) (335)
Income taxes .................... 432 (542)
Net income .................... $ (286) $ 1,862
Depreciation and related charges $ 59 $ 2,794
Capital expenditures ............ $ 111 $ 3,526
Identifiable assets ............. $ 2,705 $ 29,241
Equity investments and related
advances ........................ $ 22 604
Total assets .................. $ 29,845
* After elimination of intersegment transactions.
<PAGE>
<PAGE>
Statement of Information by Industry Segment (continued)
(millions of dollars) Petroleum Operations
Exploration
and Petroleum Chemical
Production Products Operations
Year 1994
Revenues other than intersegment
sales ........................... $ 7,124 $ 18,185 $ 4,445
Intersegment sales .............. 2,989 1,093 69
Total revenues ................ $ 10,113 $ 19,278 $ 4,514
Operating profit ................ $ 1,649 $ 576 $ 603
Equity in earnings of others .... 4 31 98
General corporate amounts .......
Interest expense ................
Income taxes .................... (623) (197) (216)
Net income .................... $ 1,030 $ 410 $ 485
Depreciation and related charges $ 1,531 $ 444 $ 195
Capital expenditures ............ $ 1,618 $ 417 $ 467
Identifiable assets ............. $ 15,140 $ 6,866 $ 4,371
Equity investments and related
advances ........................ $ 34 $ 32 $ 351
Corporate
and
Other
Operations Consolidated*
Year 1994
Revenues other than intersegment
sales ........................... $ 106 $ 30,362
Intersegment sales .............. -- --
Total revenues ................ $ 106 $ 30,362
Operating profit ................ $ (216) $ 2,612
Equity in earnings of others .... -- 133
General corporate amounts ....... 64 64
Interest expense ................ (318) (318)
Income taxes .................... 334 (702)
Net income .................... $ (136) $ 1,789
Depreciation and related charges $ 69 $ 2,239
Capital expenditures ............ $ 70 $ 2,572
Identifiable assets ............. $ 3,014 $ 28,896
Equity investments and related
advances ........................ $ 3 420
Total assets .................. $ 29,316
* After elimination of intersegment transactions.
<PAGE>
<PAGE>
Statement of Information by Industry Segment (continued)
(millions of dollars) Petroleum Operations
Exploration
and Petroleum Chemical
Production Products Operations
Year 1993
Revenues other than intersegment
sales ........................... $ 6,598 $ 18,275 $ 3,548
Intersegment sales .............. 3,286 849 74
Total revenues ................ $ 9,884 $ 19,124 $ 3,622
Operating profit ................ $ 1,769 $ 1,057 $ 294
Equity in earnings of others .... (1) 30 60
General corporate amounts .......
Interest expense ................
Income taxes .................... (643) (374) (132)
Net income .................... $ 1,125 $ 713 $ 222
Depreciation and related charges $ 1,518 $ 419 $ 182
Capital expenditures ............ $ 1,658 $ 704 $ 369
Identifiable assets ............. $ 15,006 $ 7,136 $ 3,907
Equity investments and related
advances ........................ $ 30 $ 32 $ 234
Corporate
and
Other
Operations Consolidated*
Year 1993
Revenues other than intersegment
sales ........................... $ 96 $ 28,617
Intersegment sales .............. -- --
Total revenues ................ $ 96 $ 28,617
Operating profit ................ $ (74) $ 3,046
Equity in earnings of others .... -- 89
General corporate amounts ....... (303) (303)
Interest expense ................ (325) (325)
Income taxes .................... 462 (687)
Net income .................... $ (240) $ 1,820
Depreciation and related charges $ 74 $ 2,193
Capital expenditures ............ $ 86 $ 2,817
Identifiable assets ............. $ 2,458 $ 28,185
Equity investments and related
advances ........................ $ 5 301
Total assets .................. $ 28,486
* After elimination of intersegment transactions.
<PAGE>
<PAGE>
Statement of Information by Geographic Area
United
(millions of dollars) States Canada Europe
Year 1995
Revenues other than
intergeographic sales . $23,978 $2,676 $1,749
Intergeographic sales . 1,335 942 170
Total revenues ...... $25,313 $3,618 $1,919
Operating profit ...... $ 2,065 $ 29 $ 223
Net income ............ $ 1,582 $ 11 $ 142
Capital expenditures .. $ 2,039 $ 311 $ 452
Identifiable assets ... $18,880 $3,591 $2,755
Equity investments
and related advances .. $ 53 $ 32 $ 6
Equity in earnings
of others ............. $ 36 $ -- $ 1
Consol-
Cor- idated
Other porate (*)
Year 1995
Revenues other than
intergeographic sales . $2,294 $31,004
Intergeographic sales . 404 --
Total revenues ...... $2,698 $31,004
Operating profit ...... $ 562 $ 2,879
Net income ............ $ 364 $ (237) $ 1,862
Capital expenditures .. $ 658 $ 66 $ 3,526
Identifiable assets ... $2,713 $2,189 $29,241
Equity investments
and related advances .. $ 513 604
Total assets ........ $29,845
Equity in earnings
of others ............. $ 133 $ 170
(*) After elimination of intergeographic transactions.
<PAGE>
<PAGE>
Statement of Information by Geographic Area (continued)
United
(millions of dollars) States Canada Europe
Year 1994
Revenues other than
intergeographic sales . $24,003 $2,555 $1,403
Intergeographic sales . 711 706 24
Total revenues ...... $24,714 $3,261 $1,427
Operating profit ...... $ 1,836 $ 349 $ 47
Net income ............ $ 1,393 $ 203 $ 4
Capital expenditures .. $ 1,537 $ 340 $ 126
Identifiable assets ... $18,254 $3,724 $2,481
Equity investments
and related advances .. $ 36 $ 33 $ 4
Equity in earnings
of others ............. $ 30 $ 4 $ --
Consol-
Cor- idated
Other porate (*)
Year 1994
Revenues other than
intergeographic sales . $1,899 $30,362
Intergeographic sales . 473 --
Total revenues ...... $2,372 $30,362
Operating profit ...... $ 380 $ 2,612
Net income ............ $ 188 $ 1 $ 1,789
Capital expenditures .. $ 524 $ 45 $ 2,572
Identifiable assets ... $2,292 $2,634 $28,896
Equity investments
and related advances .. $ 347 420
Total assets ........ $29,316
Equity in earnings
of others ............. $ 99 $ 133
(*) After elimination of intergeographic transactions.
<PAGE>
<PAGE>
Statement of Information by Geographic Area (continued)
United
(millions of dollars) States Canada Europe
Year 1993
Revenues other than
intergeographic sales . $22,777 $2,664 $1,051
Intergeographic sales . 562 749 38
Total revenues ...... $23,339 $3,413 $1,089
Operating profit ...... $ 2,200 $ 607 $ (80)
Net income ............ $ 1,589 $ 451 $ (104)
Capital expenditures .. $ 1,624 $ 294 $ 362
Identifiable assets ... $18,226 $3,703 $2,371
Equity investments
and related advances .. $ 39 $ 28 $ 3
Equity in earnings
of others ............. $ 26 $ 1 $ (2)
Consol-
Cor- idated
Other porate (*)
Year 1993
Revenues other than
intergeographic sales . $2,025 $28,617
Intergeographic sales . 462 --
Total revenues ...... $2,487 $28,617
Operating profit ...... $ 319 $ 3,046
Net income ............ $ 80 $ (196) $ 1,820
Capital expenditures .. $ 491 $ 46 $ 2,817
Identifiable assets ... $2,118 $2,051 $28,185
Equity investments
and related advances .. $ 231 301
Total assets ........ $28,486
Equity in earnings
of others ............. $ 64 $ 89
(*) After elimination of intergeographic transactions.
<PAGE>
<PAGE>
AMOCO CORPORATION AND SUBSIDIARIES
SUPPLEMENTAL INFORMATION
1. Quarterly Results and Stock Market Data
Net Cash
Net Income Dividends
Operating Income Per Per
Revenues Profit (1) Share Share
(millions of dollars, except per-share amounts)
1995
First quarter .. $ 7,564 $ 797 $ 523 $ 1.05 $ .60
Second quarter . 7,713 881 533 1.08 .60
Third quarter .. 7,638 922 599 1.21 .60
Fourth quarter . 8,089 279 207 .42 .60
1994
First quarter .. $ 6,765 $ 634 $ 398 $ .80 $ .55
Second quarter . 8,035 558 410 .83 .55
Third quarter .. 7,780 751 445 .89 .55
Fourth quarter . 7,782 669 536 1.08 .55
Common Stock
Price Ranges (2)
High Low
1995
First quarter .. $ 64 1/4 $ 56 3/8
Second quarter . 69 3/4 61 3/8
Third quarter .. 69 1/4 62 1/2
Fourth quarter . 72 5/8 63 1/8
1994
First quarter .. $ 56 1/8 $ 50 7/8
Second quarter . 60 51 1/8
Third quarter .. 61 1/4 56 3/4
Fourth quarter . 64 1/8 57 1/2
(1) Fourth-quarter 1995 earnings included charges of $380
million related to impairment of long-lived assets and a
gain of $83 million on the sale of Amoco Motor Club.
Fourth-quarter 1994 earnings included a $45 million gain
associated with the disposition of certain European oil and
gas properties, and tax adjustments benefiting corporate
and other operations of $33 million. Results for the third
quarter of 1994 included environmental charges of $32
million. Net income for the second quarter of 1994
included restructuring charges of $256 million. Second-
quarter 1994 results also included benefits of $270
million relating to final settlements with the IRS
involving crude oil excise taxes in the 1980s.
(2) The common stock price range is that on the New York Stock
Exchange. Amoco's common stock is also traded on the
Chicago, Pacific, Toronto and four Swiss stock exchanges.
<PAGE>
<PAGE>
2. Oil and Gas Exploration and Production Activities
The tables presented below provide supplemental
information about oil and gas exploration and production
activities as defined by SFAS No. 69, "Disclosures about Oil
and Gas Producing Activities." This information excludes other
activities within the exploration and production segment,
primarily activities associated with marketing of natural gas
and supply and marketing of NGL in Canada.
Results of Operations for Oil and Gas Producing Activities
United World-
(millions of dollars) States Canada Europe Other wide
1995
Oil and gas production
revenues:
From consolidated
subsidiaries ............. $2,223 $ 331 $ -- $ 908 $ 3,462
From unaffiliated entities 512 274 719 717 2,222
Other revenues ............. 155 100 102 92 449
Total revenues ........... 2,890 705 821 1,717 6,133
Production costs:
Taxes other than income .. 179 13 25 112 329
Other production costs ... 744 240 233 369 1,586
Exploration expenses ....... 152 112 123 223 610
Depreciation, depletion and
amortization expense ..... 973 350 197 337 1,857
Other related costs ........ 321 73 85 117 596
Total costs .............. 2,369 788 663 1,158 4,978
Operating profit ........... 521 (83) 158 559 1,155
Income tax expense ......... 15 (37) 70 314 362
Results of operations .... $ 506 $ (46) $ 88 $ 245 $ 793
1994
Oil and gas production
revenues:
From consolidated
subsidiaries ............. $2,497 $ 323 $ 2 $ 877 $ 3,699
From unaffiliated entities 460 412 668 603 2,143
Other revenues ............. 263 186 100 69 618
Total revenues ........... 3,220 921 770 1,549 6,460
Production costs:
Taxes other than income .. 242 17 21 65 345
Other production costs ... 788 265 278 401 1,732
Exploration expenses ....... 113 117 178 225 633
Depreciation, depletion and
amortization expense ..... 629 261 215 340 1,445
Other related costs ........ 412 27 130 151 720
Total costs .............. 2,184 687 822 1,182 4,875
Operating profit ........... 1,036 234 (52) 367 1,585
Income tax expense ......... 188 113 11 290 602
Results of operations .... $ 848 $ 121 $ (63) $ 77 $ 983
<PAGE>
<PAGE>
Results of Operations for Oil and Gas Producing Activities
(continued)
United World-
(millions of dollars) States Canada Europe Other wide
1993
Oil and gas production
revenues:
From consolidated
subsidiaries ............. $2,572 $ 385 $ 12 $1,078 $4,047
From unaffiliated entities 742 411 492 442 2,087
Other revenues ............. 137 322 42 53 554
Total revenues ........... 3,451 1,118 546 1,573 6,688
Production costs:
Taxes other than income .. 297 13 17 102 429
Other production costs ... 875 276 209 380 1,740
Exploration expenses ....... 90 47 151 241 529
Depreciation, depletion and
amortization expense ..... 693 293 165 327 1,478
Other related costs ........ 495 61 95 298 949
Total costs .............. 2,450 690 637 1,348 5,125
Operating profit ........... 1,001 428 (91) 225 1,563
Income tax expense ......... 189 91 9 279 568
Results of operations .... $ 812 $ 337 $(100) $ (54) $ 995
Oil and gas production revenues reflect the market prices
of net production sold or transferred, with appropriate
adjustments for royalties, net profits interest and other
contractual provisions. Other revenues in 1994 include the
U.S. COET settlement; other revenues in 1993 include Canadian
gains on dispositions of properties and investments. Taxes
other than income include production and severance taxes and
property taxes. Other production costs are lifting costs
incurred to operate and maintain productive wells and related
equipment, including such costs as operating labor, repairs and
maintenance, materials, supplies and fuel consumed. Also
included are operating costs of field natural gas liquids
plants. Production costs include related administrative
expenses and depreciation applicable to support equipment
associated with production activities.
Exploration expenses include the costs of geological and
geophysical activity, carrying and retaining undeveloped
properties and drilling exploratory wells determined to be non-
productive. Depreciation, depletion and amortization ("DD&A")
expense relates to capitalized costs incurred in acquisition,
exploration and development activities and does not include
depreciation applicable to support equipment. In 1995, DD&A
included $355 million and $121 million in the United States and
Canada, respectively, related to impairment of long-lived
assets. Included in other related costs are significant, non-
recurring items and purchases of natural gas for field natural
gas liquids plants. Significant, non-recurring items include
$102 million for restructuring in 1994; and $210 million for
the writedown of Congo operations and U.S. environmental
charges of $96 million in 1993.
Income taxes are generally assigned to the operations that
give rise to the tax effects. Results of operations do not
include interest expense and general corporate amounts nor
their associated tax effects.
Standardized Measure of Discounted Future Net Cash Flows
Relating to Proved Oil and Gas Reserves
The standardized measure of discounted future net cash
flows relating to proved oil and gas reserves is prescribed by
SFAS No. 69. The statement requires measurement of future net
cash flows through assignment of a monetary value to proved
reserve quantities and changes therein using a standardized
formula. The amounts shown are based on prices and costs at
the end of each period, legislated tax rates and a 10 percent
annual discount factor. Because the calculation assumes static
economic and political conditions and requires extensive
judgment in estimating the timing of production, the resultant
future net cash flows are not necessarily indicative of the
fair market value of estimated proved reserves, but provide a
reference point that may assist the user in projecting future
cash flows.
Summarized below is the standardized measure of discounted
future net cash flows relating to proved oil and gas reserves
at December 31, 1995, 1994 and 1993.
United World-
(millions of dollars) States Canada Europe Other wide
December 31, 1995
Future cash inflows ....... $33,326 $7,534 $8,671 $13,359 $62,890
Future development and
production costs .......... 15,923 3,759 4,174 5,173 29,029
Future income taxes ....... 4,438 1,515 1,841 3,401 11,195
Future net cash flows ..... 12,965 2,260 2,656 4,785 22,666
Ten percent annual discount 7,385 653 948 1,844 10,830
Discounted net cash flows . $ 5,580 $1,607 $1,708 $ 2,941 $11,836
December 31, 1994
Future cash inflows ....... $33,605 $8,135 $6,736 $10,951 $59,427
Future development and
production costs .......... 16,922 3,686 3,939 4,207 28,754
Future income taxes ....... 3,999 1,471 950 2,776 9,196
Future net cash flows ..... 12,684 2,978 1,847 3,968 21,477
Ten percent annual discount 7,189 1,324 538 1,435 10,486
Discounted net cash flows . $ 5,495 $1,654 $1,309 $ 2,533 $10,991
December 31, 1993
Future cash inflows ....... $35,403 $7,948 $5,826 $ 8,242 $57,419
Future development and
production costs .......... 17,639 3,605 3,091 4,084 28,419
Future income taxes ....... 4,235 1,566 1,012 1,620 8,433
Future net cash flows ..... 13,529 2,777 1,723 2,538 20,567
Ten percent annual discount 7,714 1,259 589 961 10,523
Discounted net cash flows . $ 5,815 $1,518 $1,134 $ 1,577 $10,044
Future cash inflows are computed by applying the year-end
prices of oil and gas to proved reserve quantities as reported
in the tables under the heading "Estimated Proved Reserves."
Future price changes are considered only to the extent provided
by contractual arrangements. Future development and production
costs are estimated expenditures to develop and produce the
proved reserves based on year-end costs and assuming
continuation of existing economic conditions. Future income
taxes are calculated by applying appropriate statutory tax
rates to future pre-tax net cash flows from proved oil and gas
reserves less recovery of the tax basis of proved properties,
and adjustments for permanent differences.
Statement of Changes in Standardized Measure
of Discounted Future Net Cash Flows
The following table details the changes in the
standardized measure of discounted future net cash flows for
the three years ended December 31, 1995:
1995 1994 1993
(millions of dollars)
Balance at January 1 $10,991 $10,044 $12,670
Changes resulting from:
Sales and transfers of oil and gas
produced, net of production costs ... (3,769) (3,765) (3,965)
Net changes in prices, and
development and production costs .... 407 1,059 (3,966)
Current-year expenditures for
development ......................... 1,707 1,499 1,594
Extensions, discoveries and
improved recovery, less related costs 1,922 1,128 758
Purchases (sales) of reserves
in place ............................ 128 (45) (235)
Revisions of previous quantity
estimates ........................... 56 303 488
Accretion of discount ............... 1,441 1,331 1,798
Net change in income taxes .......... (833) (253) 1,861
Other ............................... (214) (310) (959)
Balance at December 31 ................ $11,836 $10,991 $10,044
The price of crude oil and natural gas has fluctuated over
the past several years, and price changes have had significant
effects on the computed future cash flows over the period
shown. Because the price of crude oil and natural gas is
likely to remain volatile in the future, price changes can be
expected to continue to significantly affect the standardized
measure of future net cash flows.
Estimated Proved Reserves
Net proved reserves of crude oil (including condensate),
NGL and natural gas at the beginning and end of 1995, 1994 and
1993, with the detail of changes during those years, are
presented below. Reported quantities include reserves in which
the Corporation holds an economic interest under
production-sharing and other types of operating agreements with
foreign governments. The estimates were prepared by
Corporation engineers and are based on current technology and
economic conditions. The Corporation considers such estimates
to be reasonable and consistent with current knowledge of the
characteristics and extent of proved production. These
estimates include only those amounts considered to be proved
reserves and do not include additional amounts that may result
from extensions of currently proved areas, or amounts that may
result from new discoveries in the future, or from application
of secondary or tertiary recovery processes not yet determined
to be commercial. Proved developed reserves are those reserves
that are expected to be recovered through existing wells with
existing equipment and operating methods.
Crude Oil and NGL Reserves
United States Canada Europe
Crude
(millions of barrels) Crude NGL Crude NGL (1) NGL
Proved reserves:
December 31, 1992 ... 865 461 246 47 185 13
Revisions of
previous estimates 14 3 8 1 6 1
Improved recovery
applications ...... 6 2 1 -- 14 1
Extensions,
discoveries and
other additions ... 5 2 19 1 4 --
Purchases of
reserves in place . 1 1 12 2 -- --
Sales of reserves
in place .......... (3) (1) (35) (4) -- --
Production ........ (75) (25) (2) (26) (5) (18) --
December 31, 1993 ... 813 443 225 42 191 15
Revisions of
previous estimates (20) 18 (2) 2 7 (1)
Improved recovery
applications ...... 16 3 6 -- 4 --
Extensions,
discoveries and
other additions ... 48 6 36 2 6 2
Purchases of
reserves in place . 5 -- 4 -- -- --
Sales of reserves
in place .......... (5) (1) (3) -- (7) (1)
Production ........ (71) (22) (2) (21) (5) (24) (1)
December 31, 1994 ... 786 447 245 41 177 14
Revisions of
previous estimates 5 12 3 2 5 (2)
Improved recovery
applications ...... 12 2 41 -- 23 2
Extensions,
discoveries and
other additions ... 27 9 50 3 15 1
Purchases of
reserves in place . 4 3 1 1 56 --
Sales of reserves
in place .......... (1) (3) (22) (1) -- --
Production ........ (66) (22) (2) (20) (5) (22) (1)
December 31, 1995 ... 767 448 298 41 254 14
Proved developed
reserves:
December 31, 1992 ... 839 413 236 43 123 9
December 31, 1993 ... 789 396 205 39 154 12
December 31, 1994 ... 727 404 198 38 150 10
December 31, 1995 ... 713 409 222 38 143 7
<PAGE>
<PAGE>
Crude Oil and NGL Reserves (continued)
Other Worldwide
Crude
Oil, Crude
(millions of barrels) NGL Oil NGL
Proved reserves:
December 31, 1992 ................... 433 1,721 529
Revisions of previous estimates ... 35 63 5
Improved recovery applications .... 34 55 3
Extensions, discoveries and
other additions ................... 77 103 5
Purchases of reserves in place .... 2 14 4
Sales of reserves in place ........ -- (38) (5)
Production ........................ (87) (204) (32)
December 31, 1993 ................... 494 1,714 509
Revisions of previous estimates ... 27 13 18
Improved recovery applications .... 30 56 3
Extensions, discoveries and
other additions ................... 49 139 10
Purchases of reserves in place .... -- 9 --
Sales of reserves in place ........ (22) (37) (2)
Production ........................ (83) (198) (29)
December 31, 1994 ................... 495 1,696 509
Revisions of previous estimates ... 12 25 12
Improved recovery applications .... 29 105 4
Extensions, discoveries and
other additions ................... 54 146 13
Purchases of reserves in place .... 8 69 4
Sales of reserves in place ........ (12) (35) (4)
Production ........................ (86) (192) (30)
December 31, 1995 ................... 500 1,814 508
Proved developed reserves:
December 31, 1992 ................... 384 1,574 473
December 31, 1993 ................... 381 1,521 455
December 31, 1994 ................... 387 1,455 459
December 31, 1995 ................... 386 1,458 460
(1)In 1995, purchases of reserves in place include 56 million
barrels associated with Amoco's interest in Azerbaijan.
(2)Excludes non-leasehold NGL production attributable to
processing plant ownership of approximately 10 million barrels
for each of 1993 and 1994, and approximately 15 million barrels
for 1995.
<PAGE>
<PAGE> Natural Gas Reserves
United World-
(billions of cubic feet) States Canada Europe Other wide
Proved reserves:
December 31, 1992 ...... 11,616 3,519 1,243 1,474 17,852
Revisions of
previous estimates ... 812 (25) 81 68 936
Improved recovery
applications ......... 1 -- 6 -- 7
Extensions,
discoveries and
other additions ...... 160 112 22 247 541
Purchases of
reserves in place .... 76 86 9 52 223
Sales of reserves
in place ............. (31) (391) -- -- (422)
Production ........... (867) (332) (95) (193) (1,487)
December 31, 1993 ...... 11,767 2,969 1,266 1,648 17,650
Revisions of
previous estimates ... 220 91 14 159 484
Improved recovery
applications ......... 1 1 2 -- 4
Extensions,
discoveries and
other additions ...... 555 288 236 778 1,857
Purchases of
reserves in place .... 117 7 -- -- 124
Sales of reserves
in place ............. (39) (45) (9) -- (93)
Production ........... (893) (289) (121) (202) (1,505)
December 31, 1994 ...... 11,728 3,022 1,388 2,383 18,521
Revisions of
previous estimates ... (198) (25) 11 126 (86)
Improved recovery
applications ......... 139 11 39 102 291
Extensions,
discoveries and
other additions ...... 475 174 72 1,082 1,803
Purchases of
reserves in place .... 305 36 -- -- 341
Sales of reserves
in place ............. (76) (78) (26) -- (180)
Production ........... (891) (302) (131) (213) (1,537)
December 31, 1995 ...... 11,482 2,838 1,353 3,480 19,153
Proved developed reserves:
December 31, 1992 ...... 10,876 2,916 645 454 14,891
December 31, 1993 ...... 11,019 2,556 1,062 618 15,255
December 31, 1994 ...... 10,829 2,643 1,028 1,038 15,538
December 31, 1995 ...... 10,443 2,559 1,017 1,422 15,441
<PAGE>
<PAGE>
Capitalized Costs
The following table summarizes capitalized costs for oil
and gas exploration and production activities, and the related
accumulated depreciation, depletion and amortization.
United World-
(millions of dollars) States Canada Europe Other wide
December 31, 1995
Unproved properties:
Gross assets ............ $ 358 $ 226 $ 140 $ 256 $ 980
Accumulated amortization 99 99 14 -- 212
Net assets ............ 259 127 126 256 768
Proved properties:
Gross assets ............ 15,313 3,872 2,897 6,189 28,271
Accumulated depreciation,
depletion, etc. ......... 8,938 2,133 1,612 4,746 17,429
Net assets ............ 6,375 1,739 1,285 1,443 10,842
Support equipment and
facilities:
Gross assets ............ 461 59 144 338 1,002
Accumulated depreciation 255 37 72 220 584
Net assets ............ 206 22 72 118 418
Net capitalized costs ..... $ 6,840 $1,888 $1,483 $1,817 $12,028
December 31, 1994
Unproved properties:
Gross assets ............ $ 365 $ 224 $ 114 $ 170 $ 873
Accumulated amortization 113 91 12 -- 216
Net assets ............ 252 133 102 170 657
Proved properties:
Gross assets ............ 14,574 3,906 2,804 6,029 27,313
Accumulated depreciation,
depletion, etc. ......... 8,168 2,076 1,443 4,781 16,468
Net assets ............ 6,406 1,830 1,361 1,248 10,845
Support equipment and
facilities:
Gross assets ............ 620 75 106 343 1,144
Accumulated depreciation 321 32 64 235 652
Net assets ............ 299 43 42 108 492
Net capitalized costs ..... $ 6,957 $2,006 $1,505 $1,526 $11,994
<PAGE>
<PAGE>
Costs Incurred
Property acquisition costs include costs incurred to
purchase, lease or otherwise acquire oil and gas properties.
Exploration costs include the costs of geological and
geophysical activity, carrying and retaining undeveloped
properties and drilling and equipping exploratory wells.
Development costs include the costs of drilling and equipping
development wells, CO2 and certain other injected materials for
enhanced recovery projects and facilities to extract, treat and
gather and store oil and gas. Exploration and development
costs include administrative expenses and depreciation
applicable to support equipment associated with these
activities. Costs incurred summarized below include both
amounts expensed and capitalized.
United World-
(millions of dollars) States Canada Europe Other wide
1995
Property acquisition:
Proved ............ $ 176 $ 6 $ -- $ -- $ 182
Unproved .......... 74 33 -- 28 135
Exploration ......... 262 124 179 409 974
Development ......... 769 288 344 306 1,707
Total .......... $1,281 $ 451 $ 523 $ 743 $ 2,998
1994
Property acquisition:
Proved ............ $ 52 $ 11 $ 9 $ 1 $ 73
Unproved .......... 50 51 3 2 106
Exploration ......... 245 116 185 291 837
Development ......... 614 246 193 446 1,499
Total .......... $ 961 $ 424 $ 390 $ 740 $ 2,515
1993
Property acquisition:
Proved ............ $ 11 $ 11 $ 36 $ 23 $ 81
Unproved .......... 4 23 54 20 101
Exploration ......... 133 64 149 229 575
Development ......... 657 234 276 427 1,594
Total .......... $ 805 $ 332 $ 515 $ 699 $ 2,351
<PAGE>
<PAGE>
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
None.
Part III
Item 10. Directors and Executive Officers of the Registrant
The information required by this item with respect to
directors is incorporated by reference to pages 3-10 of Amoco's
Proxy Statement dated March 11, 1996. Also, see heading
"Executive Officers of the Registrant" of this Form 10-K.
Item 11. Executive Compensation
The information required by this item is incorporated by
reference to pages 11-19 of Amoco's Proxy Statement dated March
11, 1996. Information related to the Board Compensation and
Organization Committee Report on Executive Compensation and the
Cumulative Total Shareholder Return Five-Year Comparison graph
are identified separately therein and are not incorporated
herein.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
The information required by this item is incorporated by
reference to pages 3, 10, 12 and 13 of Amoco's Proxy Statement
dated March 11, 1996.
Item 13. Certain Relationships and Related Transactions
During 1995, the Corporation and its subsidiaries had
purchase and sale transactions with unaffiliated companies of
which certain of the Corporation's non-employee directors or
director nominees were executive officers or directors. Such
transactions were made in the ordinary course of business at
competitive prices and terms and are not considered material.
Part IV
Item 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K
(a) 1. and 2. Financial Statements and Schedules
See Index to Financial Statements and Supplemental
Information under Part II, Item 8, "Financial Statements
and Supplemental Information."
Schedules not included in this Form 10-K have been omitted
because they are either not applicable or the required
information is shown in the financial statements or notes
thereto.
3. Exhibits
See "Index to Exhibits."
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the quarter
ended December 31, 1995.
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Chicago, and State of
Illinois, on the 22nd day of March, 1996.
AMOCO CORPORATION
(Registrant)
JOHN L. CARL
John L. Carl
Executive Vice President
Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities
indicated on March 22, 1996.
Signatures Titles
H. L. FULLER* Chairman of the Board and Director
H. L. Fuller (Principal Executive Officer)
W. G. LOWRIE* President and Director
W. G. Lowrie
JOHN L. CARL* Executive Vice President and Chief
John L. Carl Financial Officer
(Principal Financial Officer)
JOHN R. REID* Vice President and Controller
John R. Reid (Principal Accounting Officer)
DONALD R. BEALL* Director
Donald R. Beall
<PAGE>
<PAGE>
Signatures Titles
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 Malott
WALTER E. MASSEY* Director
Walter 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
<PAGE>
<PAGE>
SCHEDULE II
AMOCO CORPORATION
VALUATION AND QUALIFYING ACCOUNTS(1)
For the Year Ended December 31,
(millions of dollars)
Additions
Balance Charged
at to costs Charged Deduc- Balance
beginning and to other tions at end
Description of year expenses accounts (2) of year
1995
Allowance for
doubtful notes and
accounts receivable $ 23 $ 7 $ -- $ 14 $ 16
1994
Allowance for
doubtful notes and
accounts receivable 65 27 -- 69 23
1993
Allowance for
doubtful notes and
accounts receivable 87 26 -- 48 65
(1)Reserves were deducted from the assets to which they apply
in the Consolidated Statement of Financial Position.
(2)Accounts written off less recoveries and other
adjustments.
<PAGE>
<PAGE>
AMOCO CORPORATION
INDEX TO EXHIBITS
Exhibit
Number Exhibit
3(a) --The Amended Articles of Incorporation of the
registrant are incorporated herein by reference
to Exhibit 3(a) to the registrants's Quarterly
Report on Form 10-Q for the quarter ended
March 31, 1985 __
3(b) --By-laws of the registrant as amended
December 19, 1995, included herein.
4 --The registrant will provide to the Securities
and Exchange Commission upon request copies of
instruments defining the rights of holders of
long-term debt of the registrant and its
consolidated subsidiaries. __
9 --None. __
10(a) --The 1981 Management Incentive Program of Amoco
Corporation and its Participating Subsidiaries,
as amended through November 29, 1983, is
incorporated herein by reference to Exhibit 10(a)
to the registrant's Annual Report on Form 10-K
for the year ended December 31, 1983. __
10(b) --Omitted. __
10(c) --The 1986 Management Incentive Program of Amoco
Corporation and its Participating Subsidiaries,
as amended through April 25, 1989, is
incorporated herein by reference to Exhibit 10(c)
to the registrant's Annual Report on Form 10-K
for the year ended December 31, 1989. Amendments
to the 1986 Management Incentive Program are
incorporated herein by reference to pages 9-16 of
of Amoco's Proxy Statement dated March 15, 1991. __
10(d) --Amendments to the 1981 Management Incentive
Program are incorporated herein by reference to
pages 22-37 of Amoco's Proxy Statement dated
March 14, 1986. __
10(e) --The 1991 Incentive Program of Amoco Corporation
and its Participating Subsidiaries is
incorporated herein by reference to Exhibit 10(e)
to the registrant's Annual Report on Form 10-K
for the year ended December 31, 1991. Amendment
to the 1991 Incentive Program is included herein.
10(f) --Restricted Stock Plan for Non-Employee Directors
and Retainer Stock Plan for Non Employee Directors
are incorporated herein by reference to pages 20
through 26 of the registrant's Proxy Statement __
dated March 16, 1989.
10(g) --Amoco Employee Savings Plan as amended and
restated, effective November 29, 1994, is
incorporated herein by reference to Exhibit 10(g)
to the registrant's Form S-8 Registration Statement
filed March 14, 1995 (No. 33-58063). __
10(h) --Deferral and Restoration Plans not included
herein are incorporated by reference to Exhibit
Exhibit 10(h) to the registrant's Annual Report on
Forms 10-K for the years ended December 31, 1992
and 1993.
--Amoco Performance Share Restoration Plan;
--Deferral Savings Restoration Plan of Amoco
Corporation and Participating Companies;
--ERISA Savings Restoration Plan of Amoco
Corporation and Participating Companies;
--Amoco Corporation Deferred Directors Fee Plan;
--Bonus Deferral Plan for 1991 Incentive Program
and Form of Bonus Deferral Election;
--Performance Unit Deferral Plan and Form of
Performance Unit Plan Payout Deferral Election;
--ERISA Retirement Restoration Plan of Amoco
Corporation and Participating Companies; and
--Deferral Retirement Restoration Plan of Amoco
Corporation and Participating Companies.
10(i) --Amoco Fabrics and Fibers Company Hourly 401(k)
Savings Plan as amended and restated, effective
January 1, 1996 is included herein.
10(j) --Amoco Foam Products Company Chippewa Falls
Savings Plan amendments, effective March 24, 1995.
11 --None Required. __
12 --Statement Setting Forth Computation of Ratio of
Earnings to Fixed Charges for the five years ended
December 31, 1995.
13 --None. __
16 --None. __
18 --None. __
21 --Subsidiaries of the registrant
22 --None. __
23 --Consent of Price Waterhouse LLP.
24 --Powers of Attorney are included herein.
27 --Financial Data Schedule for the year ended
December 31, 1995.
28 --None. __
<PAGE>
<PAGE>
Exhibit 3(b)
[LOGO]
By-Laws
Amended December 19, 1995
Amoco Corporation
<PAGE>
<PAGE>
Amoco Corporation
Index to By-Laws
Description
Page
Article I - Shareholders 1
1
Section 1. Annual Meeting 1
Section 2. Special Meetings 1
Section 3. Notice of Meetings 1
Section 4. Location 1
Section 5. Quorum 1
Section 6. Adjournment 1
Section 7. Organization 1
Section 8. Voting 1
Section 9. List of Shareholders 2
Article II - Directors
Section 1. Number 2
Section 2. Term of Office 2
Section 3. Vacancies 2
Section 4. Annual Meeting of Board 2
Section 5. Regular Meetings 2
Section 6. Special Meetings 3
Section 7. Adjournments 3
Section 8. Quorum 3
Section 9. Chairman 3
Section 10. Place of Meeting 3
Article III - Committees
Section 1. Designation of Committees 3
Section 2. Executive Committee 3
Article IV - Officers
Section 1. Titles, Election, Appointment and
Tenure 3
Section 2. Powers 3
Section 3. Chairman of the Board 4
Section 4. Corporate Secretary and Assistant
Corporate Secretaries 4
Section 5. Controller and Assistant Controllers 4
<PAGE>
<PAGE>
Article V - Shares
Section 1. Form 4
Section 2. Transfer and Cancellation of Shares 5
Section 3. Regulations 5
Section 4. Fixing Dates of Record 5
Section 5. Shareholder Addresses 5
Article VI - Corporate Seal 5
Article VII - Fiscal Year 5
Article VIII - Indemnification of Directors, Officers and Others 6
Article IX - Emergency By-Laws
Section 1. Applicability 7
Section 2. Emergency Meeting 7
Section 3. Substitute Directors 7
Section 4. Extreme Emergency 7
Section 5. Power/Substitute Officers 7
Section 6. Term 7
Article X - Amendments to By-Laws 7
<PAGE>
<PAGE>
Amoco Corporation
By-Laws
Article I
Shareholders
Section 1. Annual Meeting. The annual meeting of
shareholders shall be held on the fourth Tuesday in April of each
year for the purpose of electing directors and for the transaction
of other business.
Section 2. Special Meetings. Special meetings of the
shareholders may be called by the Chairman of the Board, or by a
majority of the actual number of directors elected and qualified
from time to time. The business of any such special meeting shall
be confined to the subject or subjects specified in the notice
thereof.
Section 3. Notice of Meetings. Notice of each meeting of
shareholders stating the place, day and hour of the meeting and, in
the case of a special meeting, the purpose or purposes for which
the meeting is called, shall be delivered or mailed by the
Corporate Secretary to each shareholder of record entitled to vote
at such meeting, at such address as appears upon the books of the
Corporation, at least ten (10) days and not more than sixty (60)
days before the date of the meeting.
Section 4. Location. Meetings of the shareholders shall be
held at such location as shall be determined with respect to any
such meeting by resolution of the Board of Directors, except that
the Chairman of the Board shall determine the location of any
special meeting of the shareholders which is called by the Chairman
of the Board.
Section 5. Quorum. At any shareholders meeting the holders
of a majority of the voting power of each class of the issued and
outstanding shares entitled to vote at such meeting, represented in
person or by proxy, shall constitute a quorum.
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Section 6. Adjournment. Any meeting of shareholders may
adjourn from time to time and no further notice of such adjourned
meeting or meetings shall be necessary unless a new record date is
set. If at any such meeting there shall be no quorum, a majority
in interest of the shareholders attending in person or by proxy may
adjourn the meeting from time to time without further notice until
a quorum shall attend.
Section 7. Organization. The Chairman of the Board, or in
his or her absence a Vice Chairman or the President of the
Corporation, or in the absence of all of them a director appointed
by a majority of the directors present, shall preside as Chairman
of meetings of the shareholders. The Chairman of the meeting shall
have the power and the duty to preserve order and to ensure that
the meeting is properly conducted and that the shareholders, both
present and absent, are treated fairly and in good faith. Without
limiting the generality of the foregoing, the Chairman of the
meeting may in his or her discretion declare any proposal to be out
of order if notice of such proposal was not given to the Chairman,
the Corporate Secretary or the Board of Directors at least sixty
(60) days in advance of the meeting. The Corporate Secretary shall
act as Secretary of all meetings of shareholders or, if absent, the
Chairman of the meeting may appoint a Secretary.
Section 8. Voting. At all meetings of the shareholders each
shareholder shall be entitled to one vote for each share registered
in such shareholder's name at the close of business on the date of
record fixed by the Board of Directors, or, if any holder acquires
title to a share after that date, such holder shall be entitled to
one vote for each share for which such holder has received a proxy
from the shareholder of record. Such vote may be given in person
or by proxy duly executed in writing by the shareholder or the
shareholder's duly authorized attorney-in-fact. The election of
directors shall be decided by a plurality of the votes cast by the
shares entitled to vote in the election. Action on a matter other
than the election of directors is approved if the number of shares
cast "for" the proposal exceeds the number of shares cast "against"
the proposal, unless otherwise provided by statute or by the
Articles of Incorporation. The Board of Directors shall prescribe
rules and regulations for voting, consistent with the laws of
Indiana and these By-Laws, and shall appoint inspectors to collect
and count the votes and cause the result of a vote on any matter
voted upon to be entered in the minutes of the shareholders'
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meeting. The inspectors shall also pass upon the qualification of
voters, the validity of proxies, and the acceptance or rejection of
votes. No person who is a candidate for the office of director
shall act as inspector with respect to a vote for election of
directors. The Corporate Secretary shall keep true records of the
votes on election of directors and other proceedings at
shareholders meetings, but it shall not be necessary to record at
length upon such records the names of the shareholders voting, and
only the totals of the votes cast "for," "against" or "abstain" on
any proposition voted upon by the shareholders need be recorded.
Section 9. List of Shareholders. The Corporate Secretary
shall make, at least five (5) business days before each
shareholders meeting, a complete list of the shareholders entitled
to vote at said meeting, arranged in alphabetical order with the
address and number of shares so entitled to vote held by each,
which list shall be on file at the principal office of the
Corporation, and subject to inspection by any shareholder for a
proper purpose. Such list shall be produced and kept open at the
time and place of the meeting and subject to inspection by any
shareholder during the holding of such meeting. The original stock
register or transfer record (which may be maintained on magnetic
tape or other electrical storage form), or a duplicate thereof or
printout therefrom, shall be the only evidence as to who are the
shareholders entitled to examine such list or the stock register or
transfer record, or to vote at the meeting of shareholders.
Article II
Directors
Section 1. Number. The Board of Directors shall consist of
at least twelve (12) and not more than twenty (20) persons, as
fixed from time to time by the Board of Directors.
Section 2. Term of Office. The members of the Board of
Directors shall consist of three (3) classes of membership as
nearly equal in number as practicable, as determined by the Board
of Directors. The successors of the class of directors whose term
expires at any annual meeting shall be elected to hold office for a
term of three (3) years expiring at the annual meeting of
shareholders to be held in the third year following the year of
election. The Board of Directors may adopt from time to time a
director retirement or other tenure policy.
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Section 3. Vacancies. Any vacancies on the Board of
Directors resulting from death, resignation, retirement,
disqualification, removal from office or other cause and newly
created directorships resulting from an increase in the number of
directors shall be filled by a majority vote of the remaining
directors then in office, and any directors so chosen shall hold
office for the remainder of the full term of the class of director
in which the vacancy occurred or in which the new directorship was
created. No decrease in the number of directors shall shorten the
term of any incumbent director.
Section 4. Annual Meeting of the Board. After each annual
meeting of shareholders, the directors shall meet forthwith for the
transaction of business. No prior notice of such meeting shall be
required.
Section 5. Regular Meetings. Regular meetings of the Board
shall be held, without notice, at the office of the Corporation at
200 East Randolph Drive, Chicago, Illinois, at such times as may be
fixed from time to time by resolution of the Board.
Section 6. Special Meetings. Special meetings of the Board
of Directors may be called by the Chairman of the Board, or in his
or her absence by a Vice Chairman or the President of the
Corporation, or in the absence of all of them by any director, upon
at least twenty-four (24) hours prior notice to each director,
either personally or by mail or telegram. Special meetings shall
be called by the Chairman of the Board, or the Corporate Secretary,
in like manner and on like notice on the written request of four
directors.
Section 7. Adjournments. If less than a quorum is present
at any meeting, those directors present may adjourn from time to
time until a quorum shall be present.
Section 8. Quorum. A majority of the actual number of
directors elected and qualified from time to time, and for the time
being in office, shall be necessary to constitute a quorum for the
transaction of any business, and the act of a majority of the
directors present at a meeting at which a quorum is present, shall
be the act of the Board of Directors, unless the act of a greater
number is required by statute, the Articles of Incorporation or
these By-Laws.
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Section 9. Chairman. At all meetings of the Board, the
Chairman of the Board, or in his or her absence a Vice Chairman or
the President of the Corporation, or in the absence of all of them
a chairman pro tem chosen by the directors present, shall preside.
Section 10. Place of Meeting. The Board of Directors may,
at their option, hold any special meeting at any place, either
within or outside the State of Indiana.
Article III
Committees
Section 1. Designation of Committees. The Board may from
time to time, by resolution adopted by a majority of the directors
then in office, (i) designate any three (3) or more of its members
to constitute an Executive Committee and specify the number of
directors which shall constitute a quorum for the transaction of
any business, (ii) designate any one (1) or more of its members to
constitute any other Committee, and (iii) designate or change the
functions and authority of, fill any vacancies on, change the
members on, or terminate the existence of any such Committee.
Section 2. Executive Committee. During the intervals
between meetings of the Board, and subject to such limitations as
may be required by resolution of the Board, the Articles of
Incorporation, these By-Laws or applicable law, the Executive
Committee shall have and may exercise all of the authority of the
Board.
Article IV
Officers
Section 1. Titles, Election, Appointment and Tenure. The
Board of Directors shall elect a Chairman of the Board, a Corporate
Secretary, and a Controller and may elect such other officers with
such titles as the resolutions of the Board electing them shall
designate. The Chairman of the Board is authorized to appoint
officers of the Corporation to offices other than Vice Chairman,
President and those offices specified above. Each officer shall
hold office until his or her resignation, removal, death,
retirement or termination of employment with the Corporation. The
Board of Directors, (or, for officers appointed by the Chairman,
the Chairman) may remove any officer, either with or without cause,
at any time.
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Section 2. Powers. All officers of the Corporation shall
have such authority and perform such duties in the management and
operation of the Corporation as shall be prescribed in these By-
Laws, the resolutions of the Board of Directors electing them or
the documents appointing them, and shall have such additional
authority and duties as are incident to their offices except to the
extent that such resolutions or documents of appointment may be
inconsistent therewith.
Section 3. Chairman of the Board. The Chairman of the Board
shall be a member of the Board of Directors, shall be the Chief
Executive Officer of the Corporation and shall preside at all
meetings of the shareholders and of the directors. Subject to the
direction of the Board, he or she shall have and exercise general
charge and supervision over the business and affairs of the
Corporation.
Section 4. Corporate Secretary and Assistant Corporate
Secretaries. The Corporate Secretary shall attend all meetings of
the shareholders and the Board of Directors and shall record and
keep minutes thereof in books provided for the purpose; shall
attend to the giving of all required notices of meetings of the
directors and shareholders; shall have the care and custody of the
corporate seal, minute books, and other books, documents and
records pertaining to the Corporate Secretary's office and may
authenticate records of the Corporation; shall sign, with the
proper officers such contracts and other documents as may require
the Corporate Secretary's signature and shall, in proper cases,
affix the corporate seal thereto; shall, from time to time, render
to the Board of Directors and the Chairman of the Board such
statements and reports pertaining to the Corporate Secretary's
office and duties as they may require; and shall perform such other
duties as may be assigned to him or her by the Board or the
Chairman of the Board. An Assistant Corporate Secretary may
perform any duties of the Corporate Secretary in the absence of the
Corporate Secretary, or whenever requested by the Corporate
Secretary, and shall perform such other duties as may be assigned
to him or her by the Board or the Chairman of the Board. In the
absence of the Corporate Secretary and of all Assistant Corporate
Secretaries, minutes of any meetings may be kept by a secretary pro
tem appointed for that purpose by the presiding officer.
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Section 5. Controller and Assistant Controllers. The
Controller, under such general supervision as may be determined by
the Chairman of the Board, shall have general charge and
responsibility for the accounting affairs of the Corporation, the
keeping of the corporate, general and cost accounting books and
records of the Corporation, and other documents and papers
necessary to properly reflect the business and corporate
transactions upon the books of the Corporation. An Assistant
Controller may perform any duties of the Controller in the absence
of the Controller, or whenever requested by the Controller.
Article V
Shares
Section 1. Form.
(a) Shares of the Corporation may be issued with or without
certificates, as determined by the Board of Directors from time to
time. All shares of the same class or series shall have the same
rights, preferences, qualifications, limitations and restrictions
as other shares of the same class or series regardless of whether
such shares are represented by certificates.
(b) Certificates for shares of the Corporation shall be in
such form as shall be approved by the Board and shall be signed by
the Chairman of the Board and the Corporate Secretary, whose
signatures thereon may consist of printed facsimiles. Each
certificate shall be countersigned by any authorized transfer
agent, and by any authorized registrar, whose signatures thereon
may consist of printed facsimiles. Certificates shall be numbered
consecutively as issued within each class of shares, and the name
of the registered holder, the number of shares, and the date of
issuance shall be entered in the proper books of the Corporation.
Section 2. Transfer and Cancellation of Shares. Shares
shall be transferable at the office of any authorized transfer
agent, and on the books of the Corporation by the record holder
thereof in person, or by the record holder's duly authorized
attorney appointed in writing. Except as herein provided, no
certificate for shares shall be issued in lieu of a former
certificate until such former certificate shall have been
surrendered and canceled. A new certificate may be issued in the
name of the appropriate State Officer or Office without surrender
of the original
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certificate for shares presumed abandoned under the provisions of
applicable State escheat or abandoned property statutes. With
respect to certificates alleged to have been lost, stolen, or
destroyed, a new certificate may be issued in the name of the
record holder (or legal representative of the record holder)
without surrender of the original certificate, but only upon
production of such evidence of the loss, theft, or destruction of
the original certificate, and upon delivery to the Corporation of a
bond of indemnity in such amount and upon such terms as the
Corporation, in its discretion, may require.
Section 3. Regulations. The Board may make such rules and
regulations as it may deem expedient from time to time concerning
the issuance, transfer and registration of certificates for shares
of the Corporation.
Section 4. Fixing Dates of Record. The Board of Directors
may, by resolution, fix, in advance, a date not exceeding seventy
(70) days preceding the date of any meeting of shareholders, or the
date for the payment of any dividend, or the date for the allotment
of any rights, or the date when any change or conversion or
exchange of shares shall go into effect, as a record date for the
determination of the shareholders entitled to notice of, and to
vote at, any such meeting, or entitled to receive payment of any
such dividend, or entitled to receive any such allotment of rights,
or to exercise the rights in respect to any such change, conversion
or exchange of shares, and in such case only shareholders of record
on the date so fixed shall be entitled to notice of and, subject to
the provision of Section 8 of Article I hereof, to vote at any such
meeting, or to receive payment of such dividend, or to receive such
allotment of rights or exercise such rights, as the case may be,
notwithstanding any transfer of any shares on the books of the
Corporation after any such record date fixed as aforesaid.
Section 5. Shareholder Addresses. Every shareholder shall
furnish the Corporate Secretary with an address to which notices of
meetings of the shareholders and all other notices may be served or
mailed, and in default thereof notices may be addressed to the
shareholder's last known address.
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Article VI
Corporate Seal
The Corporation's corporate seal shall be a circular impression
bearing the words "Amoco Corporation" and the date "1889" around
the margin and the word "Indiana" in the center.
Article VII
Fiscal Year
The fiscal year of the Corporation shall be the calendar year.
Article VIII
Indemnification of Directors, Officers and Others
To the extent not inconsistent with Indiana law as in effect from
time to time, every person (and the heirs, executors and
administrators of such person) who is or was a director or officer
of the Corporation shall in accordance with the provisions of this
Article be indemnified by the Corporation against any and all
liability and reasonable expense that may be incurred by him or her
in connection with or resulting from any claim, action, suit or
proceeding; provided that such director or officer is wholly
successful with respect thereto or acted in good faith, in what he
or she reasonably believed to be either in the best interests of
the Corporation or, for matters outside the person's official
capacity, not opposed to the Corporation's best interests; and, in
addition, with respect to any criminal action or proceeding, had
reasonable cause to believe that his or her conduct was lawful or
had no reasonable cause to believe that his or her conduct was
unlawful. "Claim, action, suit or proceeding" shall include any
claim, action, suit or proceeding (whether brought by or in the
right of the Corporation or any other corporation or otherwise),
civil, criminal, administrative or investigative, or threat
thereof, in which a director or officer of the Corporation (or his
or her heirs, executors or administrators) may become involved, as
a party or otherwise:
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(a) by reason of such person being or having been a director
or officer of the Corporation, or of any subsidiary
corporation of the Corporation, or of any other corporation
which he or she served as such at the request of the
Corporation and of which the Corporation directly or
indirectly is a shareholder or creditor, or in which, or in
the stocks, bonds, securities or other obligations of which,
it is in any way interested, or
(b) by reason of such person acting or having acted in any
capacity in a corporation, partnership, association, trust,
foundation, not-for-profit corporation or other organization
or entity where he or she served as such at the request of the
Corporation, or
(c) by reason of any action taken or not taken by such person
in any such capacity, whether or not he or she continues in
such capacity at the time such liability or expense shall have
been incurred.
The terms "liability" and "expense" shall include, but shall not be
limited to, counsel fees and disbursements and amounts of
judgments, fines or penalties against, and amounts paid in
settlement by or on behalf of, a director or officer, but shall not
in any event include any liability or expenses on account of
profits realized by him or her in the purchase or sale of
securities of the Corporation. The termination of any claim,
action, suit or proceeding, by judgment, settlement (whether with
or without court approval) or conviction or upon a plea of guilty
or of nolo contendere, or its equivalent, shall not create a
presumption that a director or officer did not meet the standards
of conduct set forth in this Article. The determination of whether
indemnification is permissible hereunder, and any reimbursement of
expenses in advance of final disposition of a proceeding, shall be
made in accordance with the procedures set forth in the Indiana
Business Corporation Law at the time in effect.
The rights of indemnification provided in this Article shall be in
addition to any rights to which any such director or officer may
otherwise be entitled by contract or as a matter of law. Persons
who are not directors or officers of the Corporation but are
employees of the Corporation or any subsidiary or are directors or
officers of any subsidiary may be indemnified to the extent
authorized at any time or from time to time by the Board of
Directors.
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Irrespective of the provisions of this Article, the Board of
Directors may, at any time or from time to time, approve
indemnification of directors and officers or other persons to the
full extent permitted by the provisions of the Indiana Business
Corporation Law at the time in effect, whether on account of past
or future transactions.
To the extent not inconsistent with Indiana law as in effect from
time to time, the Board of Directors may, at any time or from time
to time, approve the purchase and maintenance of insurance on
behalf of any such director, officer or other person against any
liability asserted against him or her in his or her capacity or
arising out of his or her status as a director, officer, employee
or agent of the Corporation or any corporation, partnership,
association, trust, foundation, not-for-profit corporation or other
organization or entity which he or she served as such at the
request of the Corporation, whether or not the Corporation would
have the power to indemnify him or her under the provisions of this
Article.
Article IX
Emergency By-Laws
Section 1. Applicability. This Article shall apply only
during an emergency which is defined for purposes hereof as any
period of time during which an extraordinary event prevents a
quorum of the Board of Directors from assembling in time to deal
with the business for which the meeting has been or is to be
called.
Section 2. Emergency Meeting. After the extraordinary event
giving rise to the emergency has occurred, any director may call an
emergency meeting by giving at least twenty four (24) hours advance
notice thereof in whatever manner is reasonably calculated to give
actual notice to those directors whom it is practicable to reach.
Section 3. Substitute Directors. A majority of directors
present at such emergency meeting may appoint substitute directors
(i) from a list of Emergency Directors approved in advance of the
emergency by a majority of the directors then in office, and (ii)
from among any of the following officers of the Corporation:
Senior Vice President, Vice President, Treasurer and Controller.
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Each substitute director so appointed shall be treated for all
purposes as a director, and such appointment shall expire upon
cessation of the emergency giving rise to such appointment.
Section 4. Extreme Emergency. If the emergency is of such a
nature that none of the directors is available or able to call a
meeting in accordance with Section 2 above, then (i) all of the
Emergency Directors on the list established in accordance with
Section 3 above shall be automatically deemed to be substitute
directors, (ii) any of the Emergency Directors may call an
emergency meeting in accordance with the procedure set forth in
Section 2 above, (iii) any three (3) of the Emergency Directors
shall constitute a quorum at such meeting, and (iv) a majority of
the Emergency Directors at such meeting may appoint additional
substitute directors from among the officers and employees of the
Corporation and its subsidiaries.
Section 5. Power/Substitute Officers. Each substitute
director appointed under this Article shall be treated for all
purposes as a regular director, and the Board of Directors
constituted under this Article shall have all of the powers of the
regular Board. The Board of Directors constituted hereunder may
appoint substitute officers to have the powers and to carry out the
duties of any officers of the Corporation who are unavailable
because of the emergency.
Section 6. Term. The term of any substitute director or any
substitute officer appointed under this Article shall expire
automatically upon the cessation of the emergency giving rise to
the appointment.
Article X
Amendments to By-Laws
These By-Laws, or any of them, may be altered, amended or repealed
by resolution of the Board of Directors adopted by affirmative vote
of a majority of the directors then in office.
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Exhibit 10(e)
This document constitutes part of a prospectus covering securities
that have been registered under the Securities Act of 1933.
Amendment to 1991 Incentive
Program of Amoco Corporation and
its Participating Subsidiaries
WHEREAS, The Compensation and Organization Committee of Amoco
Corporation desires to amend the 1991 Incentive Program of Amoco
Corporation and its Participating Subsidiaries (the "1991 Incentive
Program") to extend the post-death exercise period of stock options
granted under the 1991 Incentive Program.
RESOLVED, That Section 6.1(f)(i) of the 1991 Incentive Program is
amended in its entirety to read as follows:
(i) If a Participant dies while employed by the Corporation
or a Participating Subsidiary and after completion of the
required period of continuous employment as provided in the
Award Agreement following the date an Option is granted, then
the Option shall be exerciseable by the Beneficiary of the
Participant, but only within the period specified in the Award
Agreement which shall not be later than three (3) years after
the date of the Participant's death and, in any event, not
later than the expiration date of the Option.
FURTHER RESOLVED, That Section 6.1(g) of the 1991 Incentive
Program is amended in its entirety to read as follows:
(g) If a Participant is deemed by the Corporation to be
Totally Disabled, or if a Participant Retires, after
completion of any required period of continuous employment as
provided in the Award Agreement, following the date an Option
was granted, the Option shall be exerciseable by the
Participant or the Participant's legal guardian or
representative, but only within the period specified in the
Award Agreement, which shall not be later than the expiration
date of the Option. If a Participant, to whom this Section
6.1(g) is applicable, dies before the expiration of the period
specified in the Award Agreement during which the Option may
be exercised, and without having exercised the Option, then
the Option shall be exerciseable by the Beneficiary of the
Participant during the remainder of such specified period but
only within three (3) years after the date of the
Participant's death, and in any event, not later than the
expiration date of the Option.
FURTHER RESOLVED, That except as specifically amended by the
preceding resolutions, the terms of the 1991 Incentive Program are
unchanged and remain in full force and effect.
FURTHER RESOLVED, That the capitalized terms used in the
preceding resolutions and not otherwise defined herein shall have
the meanings specified for such terms in the 1991 Incentive
Program.
Effective for options granted on or after December 19, 1995.
The 1991 Incentive Program has been further amended as follows:
The term "Director's Compensation Committee" has been changed to
"Compensation and Organization Committee" and the term "Salary
Committee" has been changed to the "Human Resources Committee."
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Exhibit 10(h)
AMOCO PERFORMANCE SHARE RESTORATION PLAN
Established as of: January 1, 1992
Amended and Restated as of: November 27, 1995
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AMOCO PERFORMANCE SHARE RESTORATION PLAN
TABLE OF CONTENTS
Page
I. DEFINITIONS
1.01 Act 1
1.02 Amoco 1
1.03 Code 1
1.04 Company 1
1.05 Deferred Earnings 1
1.06 Effective Date 1
1.07 Maximum Benefit 1
1.08 Participant 1
1.09 Performance Share Plan 2
1.10 Plan 2
1.11 Section 16 Officer 2
1.12 Unrestricted Benefit 2
II. COMPANY CONTRIBUTION ACCOUNT
2.01 Establishment of Company
Contribution Account 3
2.02 Crediting Company Matching Contributions 3
2.03 Charge to Company Contribution Accounts 3
III. HYPOTHETICAL INVESTMENT OF COMPANY CONTRIBUTIONS
3.01 Hypothetical Investment 4
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AMOCO PERFORMANCE SHARE RESTORATION PLAN
TABLE OF CONTENTS
(Continued)
Page
IV. DISTRIBUTIONS
4.01 Distribution Upon Termination of
Employment Other than Death 5
4.02 Distribution Upon Death of a Participant 5
4.03 $3,500 Cash-Out 5
4.04 Designation of Beneficiary 5
4.05 No Designation 6
4.06 All Distributions In Cash 6
4.07 Other Withdrawals and Distributions 6
V. ADMINISTRATION OF THE PLAN
5.01 Plan Administrator 7
5.02 Amendment and Termination 7
5.03 Payments 7
5.04 Non-assignability of Benefits 7
5.05 Status of Plan 7
5.06 Nonguarantee of Employment 7
5.07 Applicable Law 7
5.08 Rules of Construction 8
5.09 "Cash-Only" Plan 8
5.10 Withholding 8
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ARTICLE I
DEFINITIONS
1.01 "Act" shall mean the Employee Retirement Income Security
Act of 1974 ("ERISA"), as amended from time to time.
1.02 "Amoco" shall mean Amoco Corporation, an Indiana
corporation.
1.03 "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.
1.04 "Company" shall mean Amoco and any of its subsidiaries or
affiliated business entities participating in the Performance Share
Plan.
1.05 "Deferred Earnings" shall mean all or the portion of a
Participant's bonus under the 1991 Incentive Program for Amoco
Corporation and its Participating Subsidiaries that the payment of
such bonus was deferred past the initial payment date.
1.06 "Effective Date" shall mean January 1, 1992.
1.07 "Maximum Benefit" shall mean the maximum total Company
Contribution permitted by the Code to be contributed to the account
of a participant of the Performance Share Plan or would have been
contributed if such individual was not a Section 16 Officer.
1.08 "Participant" shall mean any employee of the Company who
satisfies any of the following:
1) Is prohibited from participating in the Performance
Share Plan for any calendar year on or after the
Effective Date because such individual is a Section 16
Officer during any portion of such calendar year, or
2) Is an active participant in the Performance Share Plan
on or after the Effective Date and whose Company Contribution
determined under the Performance Share Plan, without regard
to the Section 415 (C)(1)(A) and Section 401 (a)(17)
limitations of the Code, would exceed the Maximum Benefit, or
3) Is (I) an active participant in the Performance Share
Plan or is prohibited from participating in the Performance
Share Plan for any calendar year because such individual was
a Section 16 Officer during any portion of such calendar year
and (II) is a recipient of a bonus under the 1991 Incentive
Program for Amoco Corporation and its Participating
Subsidiaries and has deferred payment of all or a portion of
any bonus past the initial payment date.
1.09 "Performance Share Plan" shall mean the Amoco Performance
Share Plan, as amended from time to time.
1.10 "Plan" shall mean the Amoco Performance Share Restoration
Plan, as amended from time to time or restated, which shall be an
unfunded excess benefit plan as defined in Act Section 3(36).
1.11 "Section 16 Officer" shall mean any employee of the
Company who is an officer under Section 16 of the Securities
Exchange Act of 1934.
1.12 "Unrestricted Benefit" shall mean the Participant's
Company Contribution that would have been contributed to his
Performance Share Plan company contribution account for any
calendar year determined under the Performance Share Plan assuming
Deferred Earnings are "Applicable Compensation" as defined in the
Performance Share Plan.
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<PAGE>
ARTICLE II
COMPANY CONTRIBUTION ACCOUNT
2.01 Establishment of Company Contribution Account. The Plan
Administrator will establish and maintain an unfunded Company
Contribution Account in the name of each Participant.
2.02 Crediting Company Matching Contributions. As soon as
administratively practicable after the Company Contribution to the
Performance Share Plan is calculated, the Plan Administrator shall
determine which Participants have an Unrestricted Benefit greater
than their Maximum Benefit. Then under a procedure similar to the
one used for the Performance Share Plan, the Plan Administrator
shall credit to the Company Contribution Accounts of each of those
Participants an amount equal to his Unrestricted Benefit less his
Maximum Benefit.
2.03 Charge to Company Contribution Accounts. Any amount
distributed or paid from a Company Contribution Account will be
charged against such account, under a procedure similar to the one
used for the Performance Share Plan, as of the day on which the
distribution or payment occurs. Also, if a Participant receives
any Deferred Earnings prior to his termination of employment with
the Company the amount of Company Matching Contributions credited
to his Company Contribution Account for this Plan at the time such
Participant deferred receipt of such earnings, will be charged
against his Company Contribution Account (disregarding all
hypothetical investment results) during the payroll cycle of the
receipt of the Deferred Earnings, but in no event shall his Company
Contribution Account be charged more than the account's
hypothetical market value at the time of the charge.
<PAGE>
<PAGE>
ARTICLE III
HYPOTHETICAL INVESTMENT OF COMPANY CONTRIBUTIONS
3.01 Hypothetical Investment. The Plan Administrator will
maintain records which reflect the Company Contribution Account of
a Participant that is hypothetically to be always invested in Amoco
Common Stock. The Plan Administrator shall use the same values
used by the plan administrator of the Performance Share Plan in
maintaining these records. The hypothetical dividends will be
hypothetically invested in Amoco Common Stock at the New York Stock
Exchange's average price of the high and low for Amoco Common Stock
on the day such dividend is payable.
<PAGE>
<PAGE>
ARTICLE IV
DISTRIBUTIONS
4.01 Distribution Upon Termination of Employment other than
Death. A Participant whose employment terminates for any reason
other than death will receive the total amount credited to his
Company Contribution Account in a cash lump sum, in the January
following his termination of employment. Notwithstanding the
foregoing, a Participant can accelerate payment of his lump sum
distribution by irrevocably electing to accelerate prior to his
termination of employment, his cash lump sum distribution to the
month following his termination of employment. However, if the
Participant accelerating his lump sum distribution is a Section 16
Officer at the time of election, such election to accelerate must
be made no later than six months prior to his termination of
employment.
4.02 Distribution Upon Death of a Participant. If a
Participant dies with a balance in his Company Contribution
Account, his beneficiary will receive the total amount in his
account in a cash lump sum as soon as administratively practicable.
4.03 $3,500 Cash-Out. If the vested amount credited to a
Participant's Company Contribution Account does not exceed $3,500
at the date of his termination of employment for any reason, the
Plan Administrator shall distribute in a cash lump sum the entire
vested amount credited to his account as soon as administratively
practicable.
4.04 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 Company Contribution
Account. Also, if the Participant names two or more beneficiaries
and one beneficiary predeceases the Participant, then the deceased
beneficiary's share shall be distributed to the other beneficiaries
in the percentages stated on the Participants' beneficiary election
form. Any designation of beneficiary will be in writing on such
form as Amoco may prescribe and will be effective upon filing with
Amoco.
Notwithstanding the preceding paragraph, the sole
beneficiary of a married Participant will be the Participant's
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.
4.05 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 this death, otherwise to
the Participant's estate.
4.06 All Distributions In Cash. All distributions made from
the Plan shall be made in cash only.
4.07 Other Withdrawals and Distributions. Withdrawals and
distributions from the Plan shall not be permitted for any reasons
other than those in this Article IV.
<PAGE>
<PAGE>
ARTICLE V
ADMINISTRATION OF THE PLAN
5.01 Plan Administrator. The Plan shall be administered by
Amoco (or its agent) which shall have the discretionary authority
to interpret the Plan and issue such regulations as it deems
appropriate. The Plan Administrator shall have the duty and
responsibility of maintaining records and making the requisite
calculations. The Plan Administrator's interpretations,
determinations, regulations, and calculations shall be final and
binding on all persons and parties concerned.
5.02 Amendment and Termination. Amoco may amend or terminate
the Plan at any time, provided, however, that no such amendment or
termination shall adversely affect a benefit to which a terminated
or retired Participant or his beneficiary is entitled under Article
II prior to the date of such amendment or termination.
5.03 Payments. The Company will pay all benefits arising
under this Plan and all costs, charges, and expenses relating
thereto.
5.04 Non-assignability of Benefits. The benefits payable
hereunder or the right to receive future benefits under the Plan
may not be anticipated, assigned (either at law or in equity),
alienated, pledged, encumbered, or subject to attachment,
garnishment, levy, execution or other legal or equitable process.
5.05 Status of Plan. The benefits under this plan shall not
be funded but shall constitute liabilities of the Company when due.
5.06 Nonguarantee of Employment. Nothing contained in this
Plan shall be construed as a contract of employment between the
Company and any Participant, or as a right of any Participant to be
continued in employment of the Company, or as a limitation on the
right of the Company to discharge any of its employees, with or
without cause.
5.07 Applicable Law. All questions pertaining to the
construction and validity of the Plan shall be determined in
accordance with the laws of the United States, and to the extent
not preempted by such laws, by the laws of the State of Illinois.
5.08 Rules of Construction. Where the context so requires,
the masculine includes the feminine, the singular includes the
plural, and the plural includes the singular.
5.09 "Cash-Only" Plan. This Plan is designed to satisfy the
requirements of a "cash-only" plan in which interests in the Plan
are not considered "derivative securities" under Section 16 of the
Securities Exchange Act of 1934. To the extent any provision of
this Plan does not satisfy the requirements of such a "cash-only"
plan," this Plan shall be deemed to be amended to so satisfy such
requirements.
5.10 Withholding. The Company is authorized to withhold all
income and other taxes required to be withheld from amounts payable
under this Plan.
<PAGE>
<PAGE>
AMENDMENT AND RESTATEMENT
OF
AMOCO PERFORMANCE SHARE RESTORATION PLAN
WHEREAS, Amoco Corporation ("AMOCO") maintains Amoco Performance
Share Restoration Plan ("Plan"); and
WHEREAS, amendment and restatement of the Plan now is considered
desirable;
NOW, THEREFORE, pursuant to resolutions adopted by the Board of
Directors of this Corporation on September 27, 1994, which
delegated various powers relating to employee benefit plans to the
Senior Vice President (Human Resources) of AMOCO and to the powers
reserved to AMOCO by subsection 5.02 of the Plan, the Plan as
evidenced by the attached official text, be and is hereby amended
and restated, effective November 27, 1995.
* * * * * * * * * * *
I, R. W. Anderson, Senior Vice President of Amoco Corporation,
hereby approve and adopt the attached official text of the amended
and restated Amoco Performance Share Restoration Plan effective
November 27, 1995.
Dated this __19__ day of _February_, 1996
_ __R. W. Anderson____________
Senior Vice President, Amoco Corporation
As aforesaid
<PAGE>
<PAGE>
DEFERRAL SAVINGS RESTORATION PLAN
OF
AMOCO CORPORATION
AND
PARTICIPATING COMPANIES
Established as of: July 1, 1983
Amended and Restated as of: November 27, 1995
<PAGE>
<PAGE>
DEFERRAL SAVINGS RESTORATION PLAN
OF
AMOCO CORPORATION
AND
PARTICIPATING COMPANIES
TABLE OF CONTENTS
Page
I. DEFINITIONS
1.01 Act 1
1.02 Amoco 1
1.03 Code 1
1.04 Company 1
1.05 Deferred Earnings 1
1.06 Effective Date 1
1.07 Maximum Benefit 1
1.08 Participant 1
1.09 Savings Plan 1
1.10 Plan 1
1.11 Section 16 Officer 2
1.12 Unrestricted Benefit 2
II. COMPANY CONTRIBUTION ACCOUNT
2.01 Establishment of Company
Contribution Account 3
2.02 Crediting Company Matching Contributions 3
2.03 Charge to Company Contribution Accounts 3
III. HYPOTHETICAL INVESTMENT OF COMPANY CONTRIBUTIONS
3.01 Hypothetical Investment 4
3.02 Hypothetical Investment of Credited 4
Company Matching Contributions
and Transfers Among Funds
<PAGE>
<PAGE>
DEFERRAL SAVINGS RESTORATION PLAN
OF
AMOCO CORPORATION
AND
PARTICIPATING COMPANIES
TABLE OF CONTENTS
(Continued)
Page
IV. DISTRIBUTIONS
4.01 Distribution Upon Retirement 5
4.02 Distribution Upon Death of a Participant 5
4.03 Termination of Employment Prior to
Retirement or Death 5
4.04 $3,500 Cash-Out 6
4.05 Designation of Beneficiary 6
4.06 No Designation 6
4.07 All Distributions In Cash 6
4.08 Other Withdrawals and Distributions 7
V. ADMINISTRATION OF THE PLAN
5.01 Plan Administrator 8
5.02 Amendment and Termination 8
5.03 Payments 8
5.04 Non-assignability of Benefits 8
5.05 Status of Plan 8
5.06 Nonguarantee of Employment 8
5.07 Applicable Law 8
5.08 Rules of Construction 9
5.09 "Cash-Only" Plan 9
5.10 Withholding 9
<PAGE>
<PAGE>
ARTICLE I
DEFINITIONS
1.01 "Act" shall mean the Employee Retirement Income Security
Act of 1974 ("ERISA"), as amended from time to time.
1.02 "Amoco" shall mean Amoco Corporation, an Indiana
corporation.
1.03 "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.
1.04 "Company" shall mean Amoco and any of its subsidiaries or
affiliated business entities participating in the Savings Plan.
1.05 "Deferred Earnings" shall mean all or the portion of a
Participant's bonus under the 1991 Incentive Program for Amoco
Corporation and its Participating Subsidiaries that the payment of
such bonus was deferred past the initial payment date.
1.06 "Effective Date" shall mean July 1, 1983.
1.07 "Maximum Benefit" shall mean the sum of a Participant's
Company Matching Contributions contributed to his Savings Plan
company contribution account and credited to his ERISA Savings
Restoration Plan of Amoco Corporation and Participating Companies
company contribution account for any calendar year.
1.08 "Participant" shall mean any employee of the Company who
is an active Participant in the Savings Plan, is a recipient of a
bonus under the 1991 Incentive Program for Amoco Corporation and
its Participating Subsidiaries and has deferred payment of all or a
portion of any bonus past the initial payment date.
1.09 "Savings Plan" shall mean the Amoco Employee Savings
Plan, as amended from time to time.
1.10 "Plan" shall mean the Deferral Savings Restoration Plan
of Amoco Corporation and Participating Companies, as amended from
time to time or restated, which shall be an unfunded excess benefit
plan as defined in Act Section 3(36).
1.11 "Section 16 Officer" shall mean any employee of the
Company who is an officer under Section 16 of the Securities
Exchange Act of 1934.
1.12 "Unrestricted Benefit" shall mean the sum of a
Participant's Company Matching Contributions that would have been
contributed to his Savings Plan company contribution account and
credited to his ERISA Savings Restoration Plan of Amoco Corporation
and Participating Companies company contribution account for any
calendar year determined under both of these plans assuming
Deferred Earnings are "Applicable Compensation" as defined in the
Savings Plan.
<PAGE>
<PAGE>
ARTICLE II
COMPANY CONTRIBUTION ACCOUNT
2.01 Establishment of Company Contribution Account. The Plan
Administrator will establish and maintain an unfunded Company
Contribution Account in the name of each Participant.
2.02 Crediting Company Matching Contributions. For every
payroll cycle the Plan Administrator shall determine which
Participants have an Unrestricted Benefit greater than their
Maximum Benefit. The Plan Administrator shall make this
determination by making the calculations on a payroll cycle basis.
Then, under a procedure similar to the one used for the Savings
Plan, the Plan Administrator shall credit to the Company
Contribution Accounts of each of those Participants an amount equal
to his Unrestricted Benefit less his Maximum Benefit.
2.03 Charge to Company Contribution Accounts. Any amount
distributed or paid from a Company Contribution Account will be
charged against such account, under a procedure similar to the one
used for the Savings Plan, as of the day on which the distribution
or payment occurs. Also, if a Participant receives any Deferred
Earnings prior to his termination of employment with the Company
the amount of Company Matching Contributions credited to his
Company Contribution Account for this Plan at the time such
Participant deferred receipt of such earnings, will be charged
against his Company Contribution Account (disregarding all
hypothetical investment results) during the payroll cycle of the
receipt of the Deferred Earnings, but in no event shall his Company
Contribution Account be charged more than the account's
hypothetical market value at the time of the charge.
<PAGE>
<PAGE>
ARTICLE III
HYPOTHETICAL INVESTMENT FUNDS
3.01 Hypothetical Investment Funds. The Plan Administrator
will maintain records which reflect the portion of each Company
Contribution Account of a Participant that is hypothetically to be
invested in any of the investment funds available to participants
in the Savings Plan, as amended from time to time. The Plan
Administrator shall use the same values used by the plan
administrator of the Savings Plan in maintaining these records.
3.02 Hypothetical Investment of Credited Company Matching
Contributions and Transfers Among Funds. All Company Matching
Contributions will be hypothetically invested in the Savings Plan
Amoco Stock Fund when they are initially credited to Participants'
Company Contribution Accounts. Twice a calendar month, a
Participant may direct a hypothetical transfer among the investment
funds available to participants in the Savings Plan, so that his
Company Contribution Account is invested entirely in one investment
fund or in a combination of two or more of the investment funds,
provided that combinations must be specified in 5% increments and
the total combination must equal 100%. Notwithstanding the
foregoing, Section 16 Officers are prohibited from making a
hypothetical transfer of assets into or out of the Savings Plan
Amoco Stock Fund.
<PAGE>
<PAGE>
ARTICLE IV
DISTRIBUTIONS
4.01 Distribution Upon Retirement. A Participant whose
employment terminates as a result of retirement, as defined under
the Savings Plan, will receive the total amount credited to his
Company Contribution Account, in a cash lump sum, in the January
following his retirement. Notwithstanding the foregoing, a
Participant can accelerate payment of his lump sum distribution by
irrevocably electing to accelerate, prior to his retirement, his
cash lump sum distribution to the month following his retirement.
However, if the Participant accelerating his lump sum distribution
is a Section 16 Officer at the time of election such election to
accelerate must be made no later than six months prior to his
retirement.
4.02 Distribution Upon Death of a Participant. If a
Participant dies with a balance in his Company Contribution
Account, his beneficiary will receive the total amount in his
account in a cash lump sum as soon as administratively practicable.
4.03 Termination of Employment Prior to Retirement or Death.
If a Participant's employment with the Company terminates under
circumstances other than for retirement or death, he shall be 100%
vested in an amount equal to the amount credited to his Company
Contribution Account [less the smaller of: 1. the value of the sum
of the Company Matching Contributions, valued on the date credited
to his Company Contribution Account, times the result of 100% minus
his vested percent or, 2. the value of his Company Contribution
Account times his vested percent], which is a percentage based upon
his years of vesting service (as defined under the Savings Plan),
as follows:
Year of Vesting But Less Than Vested Percentage
Service
2 Years 0%
2 Years 3 Years 25%
3 Years 4 Years 50%
4 Years 5 Years 75%
5 Years 100%
A Participant whose employment terminates under circumstances
other than for retirement or death will receive the vested portion
credited to his Company Contribution Account in a cash lump sum, in
the January following his termination of employment.
Notwithstanding the foregoing, a Participant can accelerate payment
of his lump sum distribution by irrevocably electing to accelerate
prior to his termination of employment, his cash lump sum
distribution to the month following his termination of employment.
However, if the Participant accelerating his lump sum distribution
is a Section 16 Officer at the time of election, such election to
accelerate must be made no later than six months prior to his
termination of employment.
4.04 $3,500 Cash-Out. If the vested amount credited to a
Participant's Company Contribution Account does not exceed $3,500
at the date of his termination of employment for any reason, the
Plan Administrator shall distribute in a cash lump sum the entire
vested amount credited to his account as soon as administratively
practicable.
4.05 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 Company Contribution
Account. Also, if the Participant names two or more beneficiaries
and one beneficiary predeceases the Participant, then the deceased
beneficiary's share shall be distributed to the other beneficiaries
in the percentages stated on the Participants' beneficiary election
form. Any designation of beneficiary will be in writing on such
form as Amoco may prescribe and will be effective upon filing with
Amoco.
Notwithstanding the preceding paragraph, the sole beneficiary
of a married Participant will be the Participant's 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.
4.06 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 this death, otherwise to
the Participant's estate.
4.07 All Distributions In Cash. All distributions made from
the Plan shall be made in cash only.
4.08 Other Withdrawals and Distributions. Withdrawals and
distributions from the Plan shall not be permitted for any reasons
other than those in this Article IV.
<PAGE>
<PAGE>
ARTICLE V
ADMINISTRATION OF THE PLAN
5.01 Plan Administrator. The Plan shall be administered by
Amoco (or its agent) which shall have the discretionary authority
to interpret the Plan and issue such regulations as it deems
appropriate. The Plan Administrator shall have the duty and
responsibility of maintaining records and making the requisite
calculations. The Plan Administrator's interpretations,
determinations, regulations, and calculations shall be final and
binding on all persons and parties concerned.
5.02 Amendment and Termination. Amoco may amend or terminate
the Plan at any time, provided, however, that no such amendment or
termination shall adversely affect a benefit to which a terminated
or retired Participant or his beneficiary is entitled under Article
II prior to the date of such amendment or termination.
5.03 Payments. The Company will pay all benefits arising
under this Plan and all costs, charges, and expenses relating
thereto.
5.04 Non-assignability of Benefits. The benefits payable
hereunder or the right to receive future benefits under the Plan
may not be anticipated, assigned (either at law or in equity),
alienated, pledged, encumbered, or subject to attachment,
garnishment, levy, execution or other legal or equitable process.
5.05 Status of Plan. The benefits under this plan shall not
be funded but shall constitute liabilities of the Company when due.
5.06 Nonguarantee of Employment. Nothing contained in this
Plan shall be construed as a contract of employment between the
Company and any Participant, or as a right of any Participant to be
continued in employment of the Company, or as a limitation on the
right of the Company to discharge any of its employees, with or
without cause.
5.07 Applicable Law. All questions pertaining to the
construction and validity of the Plan shall be determined in
accordance with the laws of the United States, and to the extent
not preempted by such laws, by the laws of the State of Illinois.
5.08 Rules of Construction. Where the context so requires,
the masculine includes the feminine, the singular includes the
plural, and the plural includes the singular.
5.09 "Cash-Only" Plan. This Plan is designed to satisfy the
requirements of a "cash-only" plan in which interests in the Plan
are not considered "derivative securities" under Section 16 of the
Securities Exchange Act of 1934. To the extent any provision of
this Plan does not satisfy the requirements of such a "cash-only"
plan," this Plan shall be deemed to be amended to so satisfy such
requirements.
5.10 Withholding. The Company is authorized to withhold all
income and other taxes required to be withheld from amounts payable
under this Plan.
<PAGE>
<PAGE>
AMENDMENT AND RESTATEMENT
OF
DEFERRAL SAVINGS RESTORATION PLAN
OF
AMOCO CORPORATION AND PARTICIPATING COMPANIES
WHEREAS, Amoco Corporation ("AMOCO") maintains Deferral Savings
Restoration Plan of Amoco Corporation and Participating Companies
("Plan"); and
WHEREAS, amendment and restatement of the Plan now is considered
desirable;
NOW, THEREFORE, pursuant to resolutions adopted by the Board of
Directors of this Corporation on September 27, 1994, which
delegated various powers relating to employee benefit plans to the
Senior Vice President (Human Resources) of AMOCO and to the powers
reserved to AMOCO by subsection 5.02 of the Plan, the Plan as
evidenced by the attached official text, be and is hereby amended
and restated, effective November 27, 1995.
* * * * * * * * * * *
I, R. W. Anderson, Senior Vice President of Amoco Corporation,
hereby approve and adopt the attached official text of the amended
and restated Deferral Savings Restoration Plan of Amoco Corporation
and Participating Companies, effective November 27, 1995.
Dated this __19__ day of _February_, 1996
_ __R. W. Anderson____________
Senior Vice President, Amoco Corporation
As aforesaid
<PAGE>
<PAGE>
ERISA SAVINGS RESTORATION PLAN
OF
AMOCO CORPORATION
AND
PARTICIPATING COMPANIES
Established as of: July 1, 1983
Amended and Restated as of: November 27, 1995
<PAGE>
<PAGE>
ERISA SAVINGS RESTORATION PLAN
OF
AMOCO CORPORATION
AND
PARTICIPATING COMPANIES
TABLE OF CONTENTS
Page
I. DEFINITIONS
1.01 Act 1
1.02 Amoco 1
1.03 Code 1
1.04 Company 1
1.05 Effective Date 1
1.06 Maximum Benefit 1
1.07 Participant 1
1.08 Savings Plan 1
1.09 Plan 1
1.10 Section 16 Officer 1
1.11 Unrestricted Benefit 1
II. COMPANY CONTRIBUTION ACCOUNT
2.01 Establishment of Company
Contribution Account 3
2.02 Crediting Company Matching Contributions 3
2.03 Charge to Company Contribution Accounts 3
III. HYPOTHETICAL INVESTMENT OF COMPANY CONTRIBUTIONS
3.01 Hypothetical Investment 4
3.02 Hypothetical Investment of Credited
Company Matching Contributions
and Transfers Among Funds 4
<PAGE>
<PAGE>
ERISA SAVINGS RESTORATION PLAN
OF
AMOCO CORPORATION
AND
PARTICIPATING COMPANIES
TABLE OF CONTENTS
(Continued)
Page
IV. DISTRIBUTIONS
4.01 Distribution Upon Retirement 5
4.02 Distribution Upon Death of a Participant 5
4.03 Termination of Employment Prior to
Retirement or Death 5
4.04 $3,500 Cash-Out 6
4.05 Designation of Beneficiary 6
4.06 No Designation 6
4.07 All Distributions In Cash 6
4.08 Other Withdrawals and Distributions 7
V. ADMINISTRATION OF THE PLAN
5.01 Plan Administrator 8
5.02 Amendment and Termination 8
5.03 Payments 8
5.04 Non-assignability of Benefits 8
5.05 Status of Plan 8
5.06 Nonguarantee of Employment 8
5.07 Applicable Law 8
5.08 Rules of Construction 9
5.09 "Cash-Only" Plan 9
5.10 Withholding 9
<PAGE>
<PAGE>
ARTICLE I
DEFINITIONS
1.01 "Act" shall mean the Employee Retirement Income Security
Act of 1974 ("ERISA"), as amended from time to time.
1.02 "Amoco" shall mean Amoco Corporation, an Indiana
corporation.
1.03 "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.
1.04 "Company" shall mean Amoco and any of its subsidiaries or
affiliated business entities participating in the Savings Plan.
1.05 "Effective Date" shall mean July 1, 1983.
1.06 "Maximum Benefit" shall mean the maximum total of Company
Matching Contributions permitted by the Code to be contributed to
the account of a Participant of the Savings Plan for any calendar
year under Sections 415(c)(1)(A) and 401(a)(17) of the Code.
1.07 "Participant" shall mean any employee of the Company who
is an active Participant in the Savings Plan on or after the
Effective Date, is a recipient of a bonus under the 1991 Incentive
Program for Amoco Corporation and its Participating Subsidiaries
and has deferred payment of all or a portion of any bonus past the
initial payment date.
1.08 "Savings Plan" shall mean the Amoco Employee Savings
Plan, as amended from time to time.
1.09 "Plan" shall mean the ERISA Savings Restoration Plan of
Amoco Corporation and Participating Companies, as amended from time
to time or restated, which shall be an unfunded excess benefit plan
as defined in Act Section 3(36).
1.10 "Section 16 Officer" shall mean any employee of the
Company who is an officer under Section 16 of the Securities
Exchange Act of 1934.
1.11 "Unrestricted Benefit" shall mean the maximum total of
Company Matching Contributions that would have been contributed to
the Savings Plan company contribution account of a Participant of
the Savings Plan for any calendar year, without regard to the
limitations of the Code imposed under Sections 415(c)(1)(A) and
401(a)(17).
<PAGE>
<PAGE>
ARTICLE II
COMPANY CONTRIBUTION ACCOUNT
2.01 Establishment of Company Contribution Account. The Plan
Administrator will establish and maintain an unfunded Company
Contribution Account in the name of each Participant.
2.02 Crediting Company Matching Contributions. For every
payroll cycle the Plan Administrator shall determine which
Participants have an Unrestricted Benefit greater than their
Maximum Benefit. The Plan Administrator shall make this
determination by making the calculations on a payroll cycle basis.
Then, under a procedure similar to the one used for the Savings
Plan, the Plan Administrator shall credit to the Company
Contribution Accounts of each of those Participants an amount equal
to his Unrestricted Benefit less his Maximum Benefit.
2.03 Charge to Company Contribution Accounts. Any amount
distributed or paid from a Company Contribution Account will be
charged against such account, under a procedure similar to the one
used for the Savings Plan, as of the day on which the distribution
or payment occurs.
<PAGE>
<PAGE>
ARTICLE III
HYPOTHETICAL INVESTMENT FUNDS
3.01 Hypothetical Investment Funds. The Plan Administrator
will maintain records which reflect the portion of each Company
Contribution Account of a Participant that is hypothetically to be
invested in any of the investment funds available to participants
in the Savings Plan, as amended from time to time. The Plan
Administrator shall use the same values used by the plan
administrator of the Savings Plan in maintaining these records.
3.02 Hypothetical Investment of Credited Company Matching
Contributions and Transfers Among Funds. All Company Matching
Contributions will be hypothetically invested in the Savings Plan
Amoco Stock Fund when they are initially credited to Participants'
Company Contribution Accounts. Twice a calendar month, a
Participant may direct a hypothetical transfer among the investment
funds available to participants in the Savings Plan, so that his
Company Contribution Account is invested entirely in one investment
fund or in a combination of two or more of the investment funds,
provided that combinations must be specified in 5% increments and
the total combination must equal 100%. Notwithstanding the
foregoing, Section 16 Officers are prohibited from making a
hypothetical transfer of assets into or out of the Savings Plan
Amoco Stock Fund.
<PAGE>
<PAGE>
ARTICLE IV
DISTRIBUTIONS
4.01 Distribution Upon Retirement. A Participant whose
employment terminates as a result of retirement, as defined under
the Savings Plan, will receive the total amount credited to his
Company Contribution Account, in a cash lump sum, in the January
following his retirement. Notwithstanding the foregoing, a
Participant can accelerate payment of his lump sum distribution by
irrevocably electing to accelerate, prior to his retirement, his
cash lump sum distribution to the month following his retirement.
However, if the Participant accelerating his lump sum distribution
is a Section 16 Officer at the time of election such election to
accelerate must be made no later than six months prior to his
retirement.
4.02 Distribution Upon Death of a Participant. If a
Participant dies with a balance in his Company Contribution
Account, his beneficiary will receive the total amount in his
account in a cash lump sum as soon as administratively practicable.
4.03 Termination of Employment Prior to Retirement or Death.
If a Participant's employment with the Company terminates under
circumstances other than for retirement or death, he shall be 100%
vested in an amount equal to the amount credited to his Company
Contribution Account [less the smaller of: 1. the value of the sum
of the Company Matching Contributions, valued on the date credited
to his Company Contribution Account, times the result of 100% minus
the vested percent or, 2. the value of his Company Contribution
Account times the vested percent], which is a percentage based upon
his years of vesting service (as defined under the Savings Plan),
as follows:
Year of Vesting But Less Than Vested Percentage
Service
2 Years 0%
2 Years 3 Years 25%
3 Years 4 Years 50%
4 Years 5 Years 75%
5 Years 100%
A Participant whose employment terminates under circumstances
other than for retirement or death will receive the vested portion
credited to his Company Contribution Account in a cash lump sum, in
the January following his termination of employment.
Notwithstanding the foregoing, a Participant can accelerate payment
of his lump sum distribution by irrevocably electing to accelerate
prior to his termination of employment, his cash lump sum
distribution to the month following his termination of employment.
However, if the Participant accelerating his lump sum distribution
is a Section 16 Officer at the time of election, such election to
accelerate must be made no later than six months prior to his
termination of employment.
4.04 $3,500 Cash-Out. If the vested amount credited to a
Participant's Company Contribution Account does not exceed $3,500
at the date of his termination of employment for any reason, the
Plan Administrator shall distribute in a cash lump sum the entire
vested amount credited to his account as soon as administratively
practicable.
4.05 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 Company Contribution
Account. Also, if the Participant names two or more beneficiaries
and one beneficiary predeceases the Participant, then the deceased
beneficiary's share shall be distributed to the other beneficiaries
in the percentages stated on the Participants' beneficiary election
form. Any designation of beneficiary will be in writing on such
form as Amoco may prescribe and will be effective upon filing with
Amoco.
Notwithstanding the preceding paragraph, the sole
beneficiary of a married Participant will be the Participant's
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.
4.06 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 this death, otherwise to
the Participant's estate.
4.07 All Distributions In Cash. All distributions made from
the Plan shall be made in cash only.
4.08 Other Withdrawals and Distributions. Withdrawals and
distributions from the Plan shall not be permitted for any reasons
other than those in this Article IV.
<PAGE>
<PAGE>
ARTICLE V
ADMINISTRATION OF THE PLAN
5.01 Plan Administrator. The Plan shall be administered by
Amoco (or its agent) which shall have the discretionary authority
to interpret the Plan and issue such regulations as it deems
appropriate. The Plan Administrator shall have the duty and
responsibility of maintaining records and making the requisite
calculations. The Plan Administrator's interpretations,
determinations, regulations, and calculations shall be final and
binding on all persons and parties concerned.
5.02 Amendment and Termination. Amoco may amend or terminate
the Plan at any time, provided, however, that no such amendment or
termination shall adversely affect a benefit to which a terminated
or retired Participant or his beneficiary is entitled under Article
II prior to the date of such amendment or termination.
5.03 Payments. The Company will pay all benefits arising
under this Plan and all costs, charges, and expenses relating
thereto.
5.04 Non-assignability of Benefits. The benefits payable
hereunder or the right to receive future benefits under the Plan
may not be anticipated, assigned (either at law or in equity),
alienated, pledged, encumbered, or subject to attachment,
garnishment, levy, execution or other legal or equitable process.
5.05 Status of Plan. The benefits under this plan shall not
be funded but shall constitute liabilities of the Company when due.
5.06 Nonguarantee of Employment. Nothing contained in this
Plan shall be construed as a contract of employment between the
Company and any Participant, or as a right of any Participant to be
continued in employment of the Company, or as a limitation on the
right of the Company to discharge any of its employees, with or
without cause.
5.07 Applicable Law. All questions pertaining to the
construction and validity of the Plan shall be determined in
accordance with the laws of the United States, and to the extent
not preempted by such laws, by the laws of the State of Illinois.
5.08 Rules of Construction. Where the context so requires,
the masculine includes the feminine, the singular includes the
plural, and the plural includes the singular.
5.09 "Cash-Only" Plan. This Plan is designed to satisfy the
requirements of a "cash-only" plan in which interests in the Plan
are not considered "derivative securities" under Section 16 of the
Securities Exchange Act of 1934. To the extent any provision of
this Plan does not satisfy the requirements of such a "cash-only"
plan," this Plan shall be deemed to be amended to so satisfy such
requirements.
5.10 Withholding. The Company is authorized to
withhold all income and other taxes required to be withheld from
amounts payable under this Plan.
<PAGE>
<PAGE>
AMENDMENT AND RESTATEMENT
OF
ERISA SAVINGS RESTORATION PLAN
OF
AMOCO CORPORATION AND PARTICIPATING COMPANIES
WHEREAS, Amoco Corporation ("AMOCO") maintains ERISA Savings
Restoration Plan of Amoco Corporation and Participating Companies
("Plan"); and
WHEREAS, amendment and restatement of the Plan now is considered
desirable;
NOW, THEREFORE, pursuant to resolutions adopted by the Board of
Directors of this Corporation on September 27, 1994, which
delegated various powers relating to employee benefit plans to the
Senior Vice President (Human Resources) of AMOCO and to the powers
reserved to AMOCO by subsection 5.02 of the Plan, the Plan as
evidenced by the attached official text, be and is hereby amended
and restated, effective November 27, 1995.
* * * * * * * * * * *
I, R. W. Anderson, Senior Vice President of Amoco Corporation,
hereby approve and adopt the attached official text of the amended
and restated ERISA Savings Restoration Plan of Amoco Corporation
and Participating Companies, effective November 27, 1995.
Dated this __19__ day of _February_, 1996
_ __R. W. Anderson____________
Senior Vice President, Amoco Corporation
As aforesaid
<PAGE>
<PAGE>
AMOCO CORPORATION
BONUS DEFERRAL PLAN FOR 1991 INCENTIVE PROGRAM
AS AMENDED EFFECTIVE JANUARY 1, 1995
1. PURPOSE
The purpose of this Bonus Deferral Plan (this "Plan") is to
provide certain employees of Amoco Corporation ("Amoco") and
its subsidiaries who receive bonuses pursuant to the 1991
Incentive Program of Amoco Corporation and its Participating
Subsidiaries (the "1991 Incentive Program") an opportunity to
receive such bonuses on a deferred basis. This Plan shall be
considered part of the 1991 Incentive Program and is set out
in a separate document merely for convenience.
2. ELIGIBILITY
Persons regularly eligible for a bonus under the 1991
Incentive Program who are on a United States (U.S. $) payroll
are eligible to participate in this Plan. Persons on other
countries' payrolls will be eligible only as, and if,
determined by the Compensation and Organization Committee or
its delegatee(s).
3. TERMS OF DEFERRAL
a. Eligible persons may voluntarily elect to defer
receipt of a portion or all of any bonus which may be
earned in future years.
b. Election must be made no later than August 31 of the
year in which a bonus is earned; provided, however, that
election by any Section 16 Participant (as defined below)
must be made at least six months prior to the date of the
bonus award for which such election is made.
c. Deferrals may be for a specified period during
employment or until after retirement, or a combination of
both.
d. Deferred bonuses will be deemed to be invested in
either of two ways or a combination thereof.
1) Cash credited with interest at a rate
determined by the Compensation and Organization
Committee.
2) Share Units equivalent to shares of Amoco
common stock with quarterly dividend equivalents
credited and reinvested in additional Share Units.
e. Switching of deferred bonuses for any given year by
Participants who are subject to Section 16 of the
Securities Exchange Act of 1934 ("Section 16
Participants") between investment alternatives will not
be permitted after the election to defer the bonus has
been made. Non-Section 16 Participants shall be
permitted to switch deferred bonuses for any given year
between investment alternatives once in any twelve month
period. In connection with any change in the monthly
rate made by the Compensation and Organization Committee
pursuant to Section 9 of this Plan, the Compensation and
Organization Committee may elect to permit Non-Section 16
Participants to switch deferred bonuses for any given
year between investment alternatives one time (in
addition to the once-per-twelve-month switch permitted by
the preceding sentence) effective with such change in the
monthly rate. In the event that the Compensation and
Organization Committee elects to permit any such special
switch between investment alternatives, appropriate
notice shall be sent to all Non-Section 16 Participants
in advance of the effective date. In no event will any
Section 16 Participant be permitted to switch any
deferred bonus between investment alternatives after the
election to defer such bonus is made.
f. Payout of a deferred bonuses may be as follows:
1) In lump sum or in up to five annual
installments if payout occurs or commences during
employment, or
2) In lump sum or in up to fifteen annual
installments if payout occurs or commences following
retirement, or
3) A combination of 1 and 2.
"Retirement" shall mean retirement under a
qualified retirement plan of Amoco and its
subsidiaries.
g. Acceleration of payout of deferred bonuses to a date
or dates sooner than originally elected is not
permissible for any reason for Section 16 Participants.
For non-Section 16 Participants, acceleration of payout
of deferred bonuses to a date or dates sooner than
originally elected is permissible only in the case of
severe financial hardship beyond the control of the
Participant and is at the discretion of Amoco.
h. Payouts of deferred bonuses shall be made only in
the form of cash. Payment for Share Units will be based
on the fair market value of Amoco common shares at the
time of payout as provided in this Plan.
4. DEFERRED COMPENSATION ACCOUNTS
A deferred bonuses account shall be maintained for each
Participant ("Participant's Account"). Cash, interest
equivalents, Share Units, and Dividend Equivalents shall be
credited to a Participant's Account as stipulated in the
applicable election form(s) and as set forth in this Plan.
5. UNFUNDED OBLIGATION
All payments under this Plan shall be made from the general
funds of Amoco and no special or separate fund shall be
established and no other segregation of assets shall be made
to assure the payment of any deferred payments. No
Participant shall have any right, title or interest whatever
in or to any investment which Amoco may make to aid it in
meeting its obligations hereunder. Nothing contained in this
Plan and no action taken pursuant to its provisions, shall
create or be construed to create a trust or escrow of any kind
or a fiduciary relationship between Amoco and a Participant or
any other person. To the extent a Participant or any other
person acquires a right to receive payments from Amoco, such
right shall be no greater than the right of a general
unsecured creditor.
6. SHARE UNITS
Share Units shall be credited to a Participant's Account
promptly upon payment of a bonus for the amount of the bonus
deferred in Share Units. The value of Share Units for the
purposes of crediting accounts with periodic Dividend
Equivalents shall be the average of the high and low prices
for shares of Amoco common stock ("Shares") as reported on the
New York Stock Exchange on the applicable dividend payment
date. Any fractional Share Units shall be maintained in the
Participant's Account. The number of Share Units in an
account shall be adjusted to give effect to any increase or
decrease in the number of issued and outstanding Shares
through the declaration of a stock dividend, or through
recapitalization resulting in a stock split, combination or
exchange of Shares of Amoco, or the like. Share Units shall
not entitle any person to the rights of a shareholder.
7. DIVIDEND EQUIVALENTS
Until payment in accordance with this Plan, a Participant's
Account credited with Share Units shall be credited on
dividend payment dates with Dividend Equivalents. On any
dividend payment date when cumulative Dividend Equivalents in
a Participant's Account shall equal or exceed the value of a
full Share Unit, such Dividend Equivalents shall be credited
to such account in a full Share Unit. Fractional Share Units
shall also be maintained.
8. CASH
A Participant's Account shall be credited promptly upon
payment of a bonus for the applicable amount of bonus deferred
in cash.
9. INTEREST
Until payment in accordance with this Plan, Participant's
Accounts deferred in cash shall be deemed to accrue interest
equivalents, which shall be credited and compounded monthly at
a rate determined by the Compensation and Organization
Committee.
10. PAYMENT OF DEFERRED COMPENSATION
Each Participant shall be entitled to receive in cash all
deferred compensation credited to such Participant's Account
(less taxes, if any, required to be withheld by the Federal or
any state or local government and paid over to such government
for the Participant) in accordance with such Participant's
election(s). Payment of amounts deferred in Share Units shall
be based on the average of the high and low prices of Shares
as reported on the New York Stock Exchange for the trading day
preceding a payment date.
If annual installments are elected, the amount of the first
payment shall be a fraction of the balance in the
Participant's Account as of the day preceding each subsequent
payment, the numerator of which is one and the denominator of
which is the total number of installments elected minus the
number of installments previously paid.
In the event of a Participant's death, the balance in the
Participant's Account shall be paid to the Participant's
designated beneficiary, or to the Participant's estate. The
balance in the Participant's account shall be determined as of
the date of death. Such balance shall be paid in a single
payment to the Participant's beneficiary or the Participant's
estate, as applicable, as soon as reasonably practicable
thereafter.
Notwithstanding the foregoing, if a Participant shall
terminate his or her employment with Amoco or its subsidiaries
for any reason other than death or retirement, the balance in
the Participant's Account shall be determined as of the date
of termination. Such balance shall be paid in a single
payment to the Participant as soon as reasonably practicable
thereafter.
11. VALUE OF DEFERRED COMPENSATION ACCOUNTS
The value of each Participant's Account shall consist of
amount of bonuses deferred in the form of cash and/or Share
Units and the interest equivalents or Dividend Equivalents
described in Sections 7 and 9. All deferred cash credits to
an account shall be deemed to earn interest equivalents for
the period from the date credited to the date of withdrawal.
12. NON-ASSIGNABILITY
The right of a Participant to receive any unpaid portion of
the Participant's Account shall not be voluntarily or
involuntarily assigned, transferred, pledged or encumbered or
be subject in any manner to alienation or anticipation, except
that a Participant may designate, on forms provided by Amoco,
a beneficiary to receive unpaid installments in the event of
such Participant's death.
13. ADMINISTRATION
The administrator of the Plan shall be the Compensation and
Organization Committee and its delegatee(s). The Compensation
and Organization Committee and its delegatee(s) shall have the
authority to adopt rules, regulations and procedures for
carrying out this Plan and to interpret and implement the
provisions hereof.
14. AMENDMENT AND TERMINATION
This Plan may at any time be amended, modified or terminated
by the Compensation and Organization Committee and its
delegatee(s); provided, however that with respect to Section
16 Participants only the Compensation and Organization
Committee may so amend, modify or terminate the Plan. No
amendment, modification or termination shall, without the
consent of a Participant, adversely affect such Participant's
rights with respect to amounts credited to the Participant's
Account.
15. EFFECTIVE DATE
This Plan is effective as of November 1, 1991. This Plan will
continue in effect until terminated by the Compensation and
Organization Committee. The first bonuses under the 1991
Incentive Program to which this Plan shall apply shall be
bonuses payable in calendar year 1993.
Amended and Restated effective January 1, 1995.
<PAGE>
<PAGE>
AMOCO CORPORATION
PERFORMANCE UNIT DEFERRAL PLAN
AS AMENDED EFFECTIVE JANUARY 1, 1995
1. PURPOSE
The purpose of this Performance Unit Deferral Plan (this
"Plan") is to provide recipients of performance units received
pursuant to the 1986 Management Incentive Program of Amoco
Corporation ("Amoco") and its Participating Subsidiaries
("MIP") an opportunity to receive payouts of such performance
units on a deferred basis. This Plan shall be considered part
of the MIP and is set out in a separate document for
convenience.
2. ELIGIBILITY
Persons regularly eligible for a performance unit award under
the MIP who are on a United States (U.S. $) payroll are
eligible to participate in this Plan. Each person so eligible
who participates in this Plan shall be referred to herein as a
"Participant."
3. TERMS OF DEFERRAL
a. Eligible persons may voluntarily elect to defer
receipt of a portion or all of any payout which may be
earned following a performance period.
b. Election must be made no later than December 31 of
the year preceding the final year of the applicable
performance period. Deferral elections shall be
irrevocable. Human Resources shall make available
election forms for deferrals to eligible Participants.
Election forms must be submitted to Executive
Compensation Administration prior to such date.
c. Deferrals may be for a specified period during
employment or until after retirement, or a combination of
both.
d. Deferred performance unit grant payouts may be
deemed to be invested in either of two ways or a
combination thereof.
1) Cash credited with interest at a rate
determined by the Compensation and Organization
Committee.
2) Share Units equivalent to shares of Amoco
common stock with quarterly dividend equivalents
credited and reinvested in additional Share Units.
e. Switching of deferred performance unit payouts for
any given year by Participants who are subject to Section
16 of the Securities Exchange Act of 1934 ("Section 16
Participants") between investment alternatives will not
be permitted after the election to defer the performance
unit grant payout has been made. Non-Section 16
Participants shall be permitted to switch deferred
performance unit payouts for any given year between
investment alternatives once in any twelve-month period.
In connection with any change in the monthly rate made by
the Compensation and Organization Committee pursuant to
Section 9 of this Plan, the Compensation and Organization
Committee may elect to permit Non-Section 16 Participants
to switch deferred bonuses for any given year between
investment alternatives one time (in addition to the once-
per-twelve-month switch permitted by the preceding
sentence) effective with such change in the monthly rate.
In the event that the Compensation and Organization
Committee elects to permit any such special switch
between investment alternatives, appropriate notice shall
be sent to all Non-Section 16 Participants in advance of
the effective date. In no event will any Section 16
Participant be permitted to switch any deferred bonus
between investment alternatives after the election to
defer such bonus is made.
f. Payout of a deferred bonuses may be as follows:
1) In lump sum or in up to five annual
installments if payout occurs or commences during
employment, or
2) In lump sum or in up to fifteen annual
installments if payout occurs or commences following
retirement, or
3) A combination of 1 and 2.
"Retirement" shall mean retirement under a
qualified retirement plan of Amoco and its
subsidiaries.
g. Acceleration of payout to a date or dates sooner
than originally elected is not permissible for any reason
for Section 16 Participants. For non-Section 16
Participants, acceleration of payout to a date or dates
sooner than originally elected is permissible only in the
case of severe financial hardship beyond the control of
the Participant and is at the discretion of Amoco..
h. Payouts shall be made only in the form of cash.
Payment for Share Units will be based on the fair market
value of Amoco common shares at the time of payment as
provided in this Plan.
4. DEFERRED COMPENSATION ACCOUNTS
A deferred performance unit payout account shall be maintained
for each Participant ("Participant's Account"). Cash,
interest equivalents, Share Units, and Dividend Equivalents
shall be credited to a Participant's Account as stipulated in
the applicable election form(s) and as set forth in this Plan.
5. UNFUNDED OBLIGATION
All payments under this Plan shall be made from the general
funds of Amoco and no special or separate fund shall be
established and no other segregation of assets shall be made
to assure the payment of any deferred payments. No
Participant shall have any right, title or interest whatever
in or to any investment which Amoco may make to aid it in
meeting its obligations hereunder. Nothing contained in this
Plan and no action taken pursuant to its provisions, shall
create or be construed to create a trust or escrow of any kind
or a fiduciary relationship between Amoco and a Participant or
any other person. To the extent a Participant or any other
person acquires a right to receive payments from Amoco, such
right shall be no greater than the right of a general
unsecured creditor.
6. SHARE UNITS
Share Units shall be credited to a Participant's Account
promptly upon payout of the performance units for the amount
of the payout deferred in Share Units. The value of Share
Units for the purposes of crediting accounts with periodic
Dividend Equivalents shall be the average of the high and low
prices for shares of Amoco common stock ("Shares") as reported
on the New York Stock Exchange on the applicable dividend
payment date. Any fractional Share Units shall be maintained
in the Participant's Account. The number of Share Units in an
account shall be adjusted to give effect to any increase or
decrease in the number of issued and outstanding Shares
through the declaration of a stock dividend, or through
recapitalization resulting in a stock split, combination or
exchange of Shares of Amoco, or the like. Share Units shall
not entitle any person to the rights of a shareholder.
7. DIVIDEND EQUIVALENTS
Until payment in accordance with this Plan, a Participant's
Account credited with Share Units shall be credited on
dividend payment dates with Dividend Equivalents. On any
dividend payment date when cumulative Dividend Equivalents in
a Participant's Account shall equal or exceed the value of a
full Share Unit, such Dividend Equivalents shall be credited
to such account in a full Share Unit. Fractional Share Units
shall also be maintained.
8. CASH
A Participant's Account shall be credited promptly upon payout
of the performance units for the applicable amount of the
payout deferred in cash.
9. INTEREST
Until payment in accordance with this Plan, Participant's
Accounts deferred in cash shall be deemed to accrue interest
equivalents, which shall be credited and compounded monthly at
a rate determined by the Compensation and Organization
Committee.
10. PAYMENT OF DEFERRED COMPENSATION
Each Participant shall be entitled to receive in cash all
deferred compensation credited to such Participant's Account
(less taxes, if any, required to be withheld by the Federal or
any state or local government and paid over to such government
for the Participant) in accordance with such Participant's
election(s). Payment of amounts deferred in Share Units shall
be based on the average of the high and low prices of Shares
as reported on the New York Stock Exchange for the trading day
preceding a payment date.
If annual installments are elected, the amount of the first
payment shall be a fraction of the balance in the
Participant's Account as of the day preceding each subsequent
payment, the numerator of which is one and the denominator of
which is the total number of installments elected. The amount
of each subsequent payment shall be a fraction of the balance
in the Participant's Account as of the day preceding each
subsequent payment, the numerator of which is one and the
denominator of which is the total number of installments
elected minus the number of installments previously paid.
In the event of a Participant's death, the balance in the
Participant's Account shall be paid to the Participant's
designated beneficiary, to the Participant's estate. The
balance in the Participant's account shall be determined as of
the date of death. Such balance shall be paid in a single
payment to the Participant's beneficiary or the Participant's
estate, as applicable, as soon as reasonably practicable
thereafter.
Notwithstanding the foregoing, if a Participant shall
terminate his or her employment with Amoco or its subsidiaries
for any reason other than death or retirement, the balance in
the Participant's Account shall be determined as of the date
of termination. Such balance shall be paid in a single
payment to the Participant as soon as reasonably practicable
thereafter.
11. VALUE OF DEFERRED COMPENSATION ACCOUNTS
The value of each Participant's Account shall consist of
amount of the performance unit payouts deferred in the form of
cash and/or Share Units and the interest equivalents or
Dividend Equivalents described in Sections 7 and 9. All
deferred cash credits to an account shall earn interest for
the period from the date credited to the date of withdrawal.
As promptly as practicable following the close of each
calendar year a statement will be sent to each Participant as
to the balance in the Participant's Account as of the end of
such year.
12. NON-ASSIGNABILITY
The right of a Participant to receive any unpaid portion of
the Participant's Account shall not be voluntarily or
involuntarily assigned, transferred, pledged or encumbered or
be subject in any manner to alienation or anticipation, except
that a Participant may designate, on forms provided by Amoco,
a beneficiary to receive unpaid installments in the event of
such Participant's death.
13. ADMINISTRATION
The administrator of the Plan shall be the Compensation and
Organization Committee and its delegatee(s). The Compensation
and Organization Committee and its delegatee(s) shall have the
authority to adopt rules, regulations and procedures for
carrying out this Plan and to interpret and implement the
provisions hereof.
14. AMENDMENT AND TERMINATION
This Plan may at any time be amended, modified or terminated
by the Compensation and Organization Committee and its
delegatee(s); provided, however that with respect to Section
16 Participants only the Compensation and Organization
Committee may so amend, modify or terminate the Plan. No
amendment, modification or termination shall, without the
consent of a Participant, adversely affect such Participant's
rights with respect to amounts credited to the Participant's
Account.
15. EFFECTIVE DATE
This Plan is effective as of May 1, 1991, but it incorporates
terms of performance unit deferral previously in effect as
well as amendments to such terms which are effective as of May
1, 1991. This Plan will continue in effect until terminated
by the Compensation and Organization Committee or until all
performance units under the MIP have been paid out and all
Participants' Accounts under this Plan have been paid out.
Amended and Restated effective January 1, 1995.
<PAGE>
<PAGE>
DEFERRAL RETIREMENT RESTORATION PLAN
OF
AMOCO CORPORATION
AND
PARTICIPATING COMPANIES
Established as of: July 1, 1983
Amended and Restated as of: November 27, 1995
<PAGE>
<PAGE>
DEFERRAL RETIREMENT RESTORATION PLAN
OF
AMOCO CORPORATION
AND
PARTICIPATING COMPANIES
TABLE OF CONTENTS
Page
I. DEFINITIONS
1.01 Act 1
1.02 Amoco 1
1.03 Code 1
1.04 Company 1
1.05 Deferred Earnings 1
1.06 Effective Date 1
1.07 Maximum Benefit 1
1.08 Participant 1
1.09 Pension Plan 2
1.10 Plan 2
1.11 Unrestricted Benefit 2
II. BENEFITS
2.01 Normal Retirement Benefit 3
2.02 Early Retirement Benefit 3
2.03 Deferred Vested Retirement Benefit 3
2.04 Spouse's Pension Benefit 3
2.05 Optional Forms of Benefit Payment 3
III. ADMINISTRATION OF THE PLAN
3.01 Plan Administrator 5
3.02 Amendment and Termination 5
3.03 Payments 5
3.04 Non-assignability of Benefits 5
3.05 Status of Plan 5
3.06 Nonguarantee of Employment 5
3.07 Applicable Law 5
3.08 Rules of Construction 6
<PAGE>
<PAGE>
ARTICLE I
DEFINITIONS
1.01 "Act" shall mean the Employee Retirement Income Security
Act of 1974 ("ERISA"), as amended from time to time.
1.02 "Amoco" shall mean Amoco Corporation, an Indiana
corporation.
1.03 "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.
1.04 "Company" shall mean Amoco corporation and any of its
subsidiaries or affiliated business entities participating in the
Savings Plan.
1.05 "Deferred Earnings" shall mean all or the portion of a
Participant's bonus under the 1991 Incentive Program for Amoco
Corporation and its Participating Subsidiaries that the payment of
such bonus was deferred past the initial payment date.
1.06 "Effective Date" shall mean July 1, 1983.
1.07 "Maximum Benefit" shall mean the sum of the monthly
equivalent payable to a Participant under the Pension Plan and, if
applicable, the ERISA Retirement Restoration Plan of Amoco
Corporation and Participating Companies.
1.08 "Participant" shall mean any employee of the Company who
is an active Participant in the Pension Plan on or after the
Effective Date and who satisfies one or both of the following
requirements:
(a) Such employee's pension benefits determined on the
basis of the provisions of the Pension Plan is reduced because of
the Section 401(a)(17) limitation of the Code, or
(b) Such employee is a recipient of a bonus under the
1991 Incentive Program for Amoco Corporation and its Participating
Subsidiaries and has deferred payment of all or a portion of any
bonus past the initial payment date.
1.09 "Pension Plan" shall mean the Employee Retirement Plan of
Amoco Corporation and Participating Companies.
1.10 "Plan" shall mean the Deferral Retirement Restoration
Plan of Amoco Corporation and Participating Companies, as amended
from time to time or restated, which shall be an unfunded excess
benefit plan as defined in Act Section 3(36).
1.11 "Unrestricted Benefit" shall mean the maximum monthly
life annuity Normal, Early, or Deferred Vested retirement benefit
(or lump sum equivalent), whichever is applicable, determined under
the Pension Plan assuming Deferred Earnings are "Earnings" as
defined in subsection 1.23 of the Pension Plan and without regard
to the limitations of the Code imposed under Section 415 and
Section 401(A)(17).
<PAGE>
<PAGE>
ARTICLE II
BENEFITS
2.01 Normal Retirement Benefit: Upon the Normal Retirement of
a Participant, as provided under the Pension Plan, such Participant
shall be entitled to a monthly life annuity benefit (or lump sum
equivalent) equal in amount to his Unrestricted Benefit less the
Maximum Benefit.
2.02 Early Retirement Benefit: Upon the Early Retirement of a
Participant, as provided under the Pension Plan, such Participant
shall be entitled to a monthly life annuity (or lump sum
equivalent) benefit equal to this Unrestricted benefit less the
Maximum Benefit.
2.03 Deferred Vested Retirement Benefit: If a Participant
terminates employment with the Company and is entitled to a
Deferred Vested Retirement Benefit provided under the Pension Plan,
such a Participant shall be entitled to a monthly life annuity
benefit equal to his Unrestricted Benefit less the Maximum Benefit.
2.04 Spouse's Pension Benefit: Subject to Section 2.05,
below, upon the death a Participant whose spouse is eligible for a
pre- or post-retirement life annuity surviving benefit under the
Pension Plan, the Participant's surviving spouse shall be entitled
to a monthly life annuity benefit equal to the surviving spouse
benefit determined in accordance with the provisions of the Pension
Plan without regard to the limitation under Code Section 415 less
the maximum Benefit.
2.05 Optional Forms of Benefit Payment: A retirement benefit
payable under this Article II commencing the month (or as of the
month) following the Participant's termination of employment shall
be paid in such form as provided under the Pension Plan as the
Participant may have irrevocably elected by written notice filed
with the Administrator prior to his termination of employment. If
the participant elects any form of benefit payment other than a 50
percent Joint and Survivor Spouse Annuity his spouse (if
applicable) must consent in writing to such election. Also, if a
lump sum is elected such election must be approved by the Company.
Notwithstanding the foregoing, if a Participant also participates
in the ERISA Retirement Restoration Plan of Amoco Corporation and
Participating Companies ("ERISA Plan"), then his retirement benefit
payable under this Article II shall be paid in the same form and
time as his retirement benefit under the ERISA Plan is paid. If
the Participant defers commencement of the payment of his annuity
under the Pension Plan, then the retirement benefit payable under
this Article II shall be paid in such form and at such time as the
benefit payable under the Pension Plan would be paid.
<PAGE>
<PAGE>
ARTICLE III
ADMINISTRATION OF THE PLAN
3.01 Plan Administrator: The Plan shall be administered by
Amoco (or its agent) which shall have the discretionary authority
to interpret the Plan and issue such regulations as it deems
appropriate. The Plan Administrator shall have the duty and
responsibility of maintaining records, making the requisite
calculations, and disbursing payments hereunder. The Plan
Administrator's interpretations, determinations, regulations, and
calculations shall be final and binding on all persons and parties
concerned.
3.02 Amendment and Termination: Amoco may amend or terminate
the Plan at any time, provided, however, that no such amendment or
termination shall adversely affect a benefit to which a terminated
or retired Participant or his beneficiary is entitled under Article
II prior to the date of such amendment or termination.
3.03 Payments: The Company will pay all benefits arising
under this Plan and all costs, charges, and expenses relating
thereto.
3.04 Non-assignability of Benefits: The benefits payable
hereunder or the right to receive future benefits under the Plan
may not be anticipated, assigned (either at law or in equity),
alienated, pledged, encumbered, or subject to attachment,
garnishment, levy, execution or other legal or equitable process.
3.05 Status of Plan: The benefits under this Plan shall not
be funded but shall constitute liabilities of the Company when due.
3.06 Nonguarantee of Employment: Nothing contained in this
Plan shall be construed as a contract of employment between the
Company and any Participant, or as a right of any Participant to be
continued in employment of the Company, or as a limitation on the
right of the Company to discharge any of its employees, with or
without cause.
3.07 Applicable Law: All questions pertaining to the
construction and validity of the Plan shall be determined in
accordance with the laws of the United States, and to the extent
not preempted by such laws, by the laws of the State of Illinois.
3.08 Rules of Construction: Where the context so requires,
the masculine includes the feminine, the singular includes the
plural, and the plural includes the singular.
<PAGE>
<PAGE>
AMENDMENT AND RESTATEMENT
OF
DEFERRAL RETIREMENT RESTORATION PLAN
OF
AMOCO CORPORATION AND PARTICIPATING COMPANIES
WHEREAS, Amoco Corporation ("AMOCO") maintains Deferral Retirement
Restoration Plan of Amoco Corporation and Participating Companies
("Plan"); and
WHEREAS, amendment and restatement of the Plan now is considered
desirable;
NOW, THEREFORE, pursuant to resolutions adopted by the Board of
Directors of this Corporation on September 27, 1994, which
delegated various powers relating to employee benefit plans to the
Senior Vice President (Human Resources) of AMOCO and to the powers
reserved to AMOCO by subsection 3.02 of the Plan, the Plan as
evidenced by the attached official text, be and is hereby amended
and restated, effective November 27, 1995.
* * * * * * * * * * *
I, R. W. Anderson, Senior Vice President of Amoco Corporation,
hereby approve and adopt the attached official text of the amended
and restated Deferral Retirement Restoration Plan of Amoco
Corporation and Participating Companies, effective November 27,
1995.
Dated this __19__ day of _February_, 1996
_ __R. W. Anderson____________
Senior Vice President, Amoco Corporation
As aforesaid
<PAGE>
<PAGE>
ERISA RETIREMENT RESTORATION PLAN
OF
AMOCO CORPORATION
AND
PARTICIPATING COMPANIES
Established as of: July 1, 1983
Amended and Restated as of: November 27, 1995
<PAGE>
<PAGE>
ERISA RETIREMENT RESTORATION PLAN
OF
AMOCO CORPORATION
AND
PARTICIPATING COMPANIES
TABLE OF CONTENTS
Page
I. DEFINITIONS
1.01 Act 1
1.02 Amoco 1
1.03 Code 1
1.04 Company 1
1.05 Effective Date 1
1.06 Maximum Benefit 1
1.07 Participant 1
1.08 Pension Plan 1
1.09 Plan 1
1.10 Unrestricted Benefit 1
II. BENEFITS
2.01 Normal Retirement Benefit 2
2.02 Early Retirement Benefit 2
2.03 Deferred Vested Retirement Benefit 2
2.04 Spouse's Pension Benefit 2
2.05 Optional Forms of Benefit Payment 2
III. ADMINISTRATION OF THE PLAN
3.01 Plan Administrator 4
3.02 Amendment and Termination 4
3.03 Payments 4
3.04 Non-assignability of Benefits 4
3.05 Status of Plan 4
3.06 Nonguarantee of Employment 4
3.07 Applicable Law 4
3.08 Rules of Construction 5
<PAGE>
<PAGE>
ARTICLE I
DEFINITIONS
1.01 "Act" shall mean the Employee Retirement Income Security
Act of 1974 ("ERISA"), as amended from time to time.
1.02 "Amoco" shall mean Amoco Corporation, an Indiana
corporation.
1.03 "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.
1.04 "Company" shall mean Amoco and any of its subsidiaries or
affiliated business entities participating in the Pension Plan.
1.05 "Effective Date" shall mean July 1, 1983.
1.06 "Maximum Benefit" shall mean the monthly equivalent of
the maximum benefit permitted by the Code to be paid a Participant
of the Pension Plan under Section 415 of the Code.
1.07 "Participant" shall mean any employee of the Company who
is an active Participant in the Pension Plan on or after the
Effective Date and whose pension benefits determined on the basis
of the provisions of such Pension Plan, without regard to the
Section 415 limitation of the Code, would exceed the Maximum
Benefit limited under Section 415 of the Code.
1.08 "Pension Plan" shall mean the Employee Retirement Plan of
Amoco Corporation and Participating Companies, as amended form time
to time and/or the Amoco Performance Products, Inc. Retirement
Plan.
1.09 "Plan" shall mean the ERISA Retirement Restoration Plan
of Amoco Corporation and Participating Companies, as amended from
time to time or restated, which shall be an unfunded excess benefit
plan as defined in Act Section 3(36).
1.10 "Unrestricted Benefit" shall mean the maximum monthly
life annuity Normal, Early, or Deferred Vested retirement benefit
(or lump sum equivalent), whichever is applicable, determined under
the Pension Plan without regard to the limitation of the Code
imposed under Section 415.
<PAGE>
<PAGE>
ARTICLE II
BENEFITS
2.01 Normal Retirement Benefit: Upon the Normal Retirement of
a Participant, as provided under the Pension Plan, such Participant
shall be entitled to a monthly life annuity benefit (or lump sum
equivalent) equal in amount to his Unrestricted Benefit less the
Maximum Benefit.
2.02 Early Retirement Benefit: Upon the Early Retirement of a
Participant, as provided under the Pension Plan, such Participant
shall be entitled to a monthly life annuity (or lump sum
equivalent) benefit equal to his Unrestricted benefit less the
Maximum Benefit.
2.03 Deferred Vested Retirement Benefit: If a Participant
terminates employment with the Company and is entitled to a
Deferred Vested Retirement Benefit provided under the Pension Plan,
such a Participant shall be entitled to a monthly life annuity
benefit equal to his Unrestricted Benefit less the Maximum Benefit.
2.04 Spouse's Pension Benefit: Subject to Section 2.05,
below, upon the death a Participant whose spouse is eligible for a
pre- or post-retirement life annuity surviving benefit under the
Pension Plan, the Participant's surviving spouse shall be entitled
to a monthly life annuity benefit equal to the surviving spouse
benefit determined in accordance with the provisions of the Pension
Plan without regard to the limitation under Code Section 415 less
the maximum Benefit.
2.05 Optional Forms of Benefit Payment: A retirement benefit
payable under this Article II commencing the month (or as of the
month) following the Participants' termination of employment shall
be paid in such form as provided under the Pension Plan as the
Participant may have irrevocably elected by written notice filed
with the Administrator prior to his termination of employment. If
the participant elects any form of benefit payment other than a 50
percent Joint and Survivor Spouse Annuity his spouse (if
applicable) must consent in writing to such election. Also, if a
lump sum is elected such election must be approved by the Company.
Notwithstanding the foregoing, if a Participant also participates
in the ERISA Retirement Restoration Plan of Amoco Corporation and
Participating Companies ("ERISA Plan"), then his retirement benefit
payable under this Article II shall be paid in the same form and
time as his retirement benefit under the ERISA Plan is paid. If
the Participant defers commencement of the payment of his annuity
under the Pension Plan, then the retirement benefit payable under
this Article II shall be paid in such form and at such time as the
benefit payable under the Pension Plan would be paid.
<PAGE>
<PAGE>
ARTICLE III
ADMINISTRATION OF THE PLAN
3.01 Plan Administrator: The Plan shall be administered by
Amoco (or its agent) which shall have the discretionary authority
to interpret the Plan and issue such regulations as it deems
appropriate. The Plan Administrator shall have the duty and
responsibility of maintaining records, making the requisite
calculations, and disbursing payments hereunder. The Plan
Administrator's interpretations, determinations, regulations, and
calculations shall be final and binding on all persons and parties
concerned.
3.02 Amendment and Termination: Amoco may amend or terminate
the Plan at any time, provided, however, that no such amendment or
termination shall adversely affect a benefit to which a terminated
or retired Participant or his beneficiary is entitled under Article
II prior to the date of such amendment or termination.
3.03 Payments: The Company will pay all benefits arising
under this Plan and all costs, charges, and expenses relating
thereto.
3.04 Non-assignability of Benefits: The benefits payable
hereunder or the right to receive future benefits under the Plan
may not be anticipated, assigned (either at law or in equity),
alienated, pledged, encumbered, or subject to attachment,
garnishment, levy, execution or other legal or equitable process.
3.05 Status of Plan: The benefits under this Plan shall not
be funded but shall constitute liabilities of the Company when due.
3.06 Nonguarantee of Employment: Nothing contained in this
Plan shall be construed as a contract of employment between the
Company and any Participant, or as a right of any Participant to be
continued in employment of the Company, or as a limitation on the
right of the Company to discharge any of its employees, with or
without cause.
3.07 Applicable Law: All questions pertaining to the
construction and validity of the Plan shall be determined in
accordance with the laws of the United States, and to the extent
not preempted by such laws, by the laws of the State of Illinois.
3.08 Rules of Construction: Where the context so requires,
the masculine includes the feminine, the singular includes the
plural, and the plural includes the singular.
<PAGE>
<PAGE>
AMENDMENT AND RESTATEMENT
OF
ERISA RETIREMENT RESTORATION PLAN
OF
AMOCO CORPORATION AND PARTICIPATING COMPANIES
WHEREAS, Amoco Corporation ("AMOCO") maintains ERISA Retirement
Restoration Plan of Amoco Corporation and Participating Companies
("Plan"); and
WHEREAS, amendment and restatement of the Plan now is considered
desirable;
NOW, THEREFORE, pursuant to resolutions adopted by the Board of
Directors of this Corporation on September 27, 1994, which
delegated various powers relating to employee benefit plans to the
Senior Vice President (Human Resources) of AMOCO and to the powers
reserved to AMOCO by subsection 3.02 of the Plan, the Plan as
evidenced by the attached official text, be and is hereby amended
and restated, effective November 27, 1995.
* * * * * * * * * * *
I, R. W. Anderson, Senior Vice President of Amoco Corporation,
hereby approve and adopt the attached official text of the amended
and restated ERISA Retirement Restoration Plan of Amoco Corporation
and Participating Companies, effective November 27, 1995.
Dated this __19__ day of _February_, 1996
_ __R. W. Anderson____________
Senior Vice President, Amoco Corporation
As aforesaid
<PAGE>
<PAGE>
Exhibit 10(i)
AMOCO FABRICS AND FIBERS COMPANY
HOURLY 401(k) SAVINGS PLAN
As Amended and Restated
Effective January 1, 1996
<PAGE>
<PAGE>
AMOCO FABRICS AND FIBERS COMPANY
HOURLY 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 .................... 2
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
4.6 Maximum 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
8.1 Plan 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 ..................... 32
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
15.5 Participating Employer Contribution for
Affiliate ...................................... 42
XVI MISCELLANEOUS
16.1 Qualified Domestic Relations Orders ............ 44
16.2 Nonalienation of Benefits ...................... 44
16.3 Payment of Minors and Incompetents ............. 44
16.4 Current Address of Payee ....................... 44
16.5 Disputes over Entitlement to Benefits .......... 45
16.6 Payment of Benefits ............................ 45
16.7 Plan Supplements ............................... 45
16.8 Rules of Construction .......................... 45
16.9 Text Controls .................................. 46
16.10 Applicable State Law ........................... 46
16.11 Plan Administration Expenses ................... 46
16.12 Voting and Tendering of Amoco Stock ............ 46
16.13 Action by Company .............................. 47
SUPPLEMENT A
Special Rules for Top-Heavy Plans .................... A-1
<PAGE>
<PAGE>
ARTICLE I
INTRODUCTION
1.1 Effective Date. Amoco Fabrics and Fibers Company
established the Amoco Fabrics and Fibers Company 401(k) Savings
Plan as of January 1, 1994. The Amoco Fabrics and Fibers Company
401(k) Savings Plan was amended and restated effective August 15,
1994. Effective January 1, 1996, the Amoco Fabrics and Fibers
Company 401(k) Savings Plan is renamed the Amoco Fabrics and
Fibers Company Hourly 401(k) Savings Plan (the "Plan"), and the
Plan is amended and restated as set forth herein.
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.
<PAGE>
<PAGE>
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, including forms of base pay
delivered in alternative manners such as piecework and payment by
mileage for drivers; 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 Hourly Employee employed by a
participating Employer is in the eligible class, except the
following:
(a) Hourly 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) Hourly 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) Hourly 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 Hourly Employee will be required to participate. Subject
to the conditions and limitations of the Plan, each Hourly
Employee of a participating Employer who is a Participant in the
Plan (or eligible to participate) immediately preceding January
1, 1996, will continue as a Participant in the Plan on and after
that date. Each Hourly Employee in the Eligible Class will be
eligible to participate as follows. A Regular or Temporary
Employee in the Eligible Class will be eligible to participate
starting 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 an Hourly 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 an Hourly 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, an
Hourly 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>
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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.
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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.
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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.
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<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
<PAGE>
<PAGE>
(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.
A-2
<PAGE>
<PAGE>
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
<PAGE>
<PAGE>
Exhibit 10(j)
AMOCO FOAM PRODUCTS COMPANY
CONSENT ACTION OF THE
BOARD OF DIRECTORS
March 24, 1995
Action by Consent of Directors, Amoco Foam Products
Company, (the Company) effective March 24, 1995.
We, the undersigned, being all of the Directors of the
Company, do hereby waive call, notice, meeting and vote and
do hereby consent to, confirm and verify the following
corporate action pursuant to authority vested by Delaware
Corporation Law Annotated, Section 141(f), and Article IV,
Section 7 of the By-Laws of the Company:
WHEREAS, the Company maintains the Amoco Foam Products
Company, Chippewa Falls, Hourly Employees Savings Plan
(the "Plan");
WHEREAS, the Company has the power to amend the Plan
under Article 13.02 of the Plan; and
WHEREAS, it is now considered desirable to change the
name of the Plan and to amend the order of priority of
payout of Plan benefits upon the death of a Plan
participant;
NOW, THEREFORE, BE IT
RESOLVED, that the name of the Plan shall be changed to
the Amoco Foam Products Company Chippewa Falls Savings
Plan (the "Plan"); and further
RESOLVED, that pursuant to the power reserved to the
Company under Article 13.02 of the Plan, the Plan is
hereby amended in the manner indicated in the Addendum
to Section 8.02 of the plan, attached hereto and made
part of this Consent; and further
<PAGE>
<PAGE>
Page 2
RESOLVED, that the proper officers of the Company
should be and they are hereby authorized and directed
to take all actions necessary or desirable in
furtherance of the foregoing resolutions.
M. GWEN HERRIN
M. G. Herrin
J. R. STOVER
J. R. Stover
J. C. STRICKLAND
J. C. Strickland
I do hereby certify that the signatories to the above
instrument are, as of the date hereof, all of the Directors
of the Company.
P. J. CLAYTON
Secretary
<PAGE>
<PAGE>
AMOCO FOAM PRODUCTS COMPANY CHIPPEWA FALLS
SAVINGS PLAN
Adoption Agreement #005
Norwest Bank Wisconsin, N.A. Defined Contribution Master Plan
Addendum to Article 8.02. The order of priority of payout of
the Participant's Nonforfeitable Accrued Benefit, Article
8.02(a) through (d) is hereby amended by substituting the
following 8.02(a) and (b) as follows:
(a) The Participant's surviving spouse; or
(b) The Participant's estate
<PAGE>
<PAGE>
EXHIBIT 12
AMOCO CORPORATION
______________________
STATEMENT SETTING FORTH COMPUTATION OF RATIO OF
EARNINGS TO FIXED CHARGES
(millions of dollars, except ratios)
Year Ended December 31,
1995 1994 1993 1992 1991
Determination of Income:
Consolidated earnings
before income taxes
and minority interest.. $2,404 $2,491 $2,506 $ 998 $2,035
Fixed charges expensed by
consolidated companies. 406 316 350 376 479
Adjustments for certain
companies accounted for
by the equity method... 25 7 11 28 20
Adjusted earnings plus
fixed charges.......... $2,835 $2,814 $2,867 $1,402 $2,534
Determination of Fixed Charges:
Consolidated interest on
indebtedness (including
interest capitalized).. $ 317 $ 288 $ 299 $ 333 $ 433
Consolidated rental
expense representative
of an interest factor.. 89 23 50 44 54
Adjustments for certain
companies accounted for
by the equity method... 6 5 8 20 24
Total fixed charges...... $ 412 $ 316 $ 357 $ 397 $ 511
Ratio of earnings to
fixed charges............ 6.9 8.9 8.0 3.5 5.0
<PAGE>
<PAGE>
Exhibit 21
AMOCO CORPORATION
_________________
SUBSIDIARIES OF THE REGISTRANT
AT December 31, 1995
Organized
Under
Company (1) Laws Of
Amoco Canada Petroleum Company, Ltd. ........... Canada
Amoco Canada Resources Ltd. .................. Canada
Amoco Company .................................. Delaware
Amoco Chemical Company ....................... Delaware
Amoco Chemical Holding Company ............. Delaware
Amoco Chemical Belgium N.V. .............. Belgium
Amoco Chemical Malaysia Holding Company .. Delaware
Amoco Chemicals Pty. Limited ............. Australia
Amoco Fabrics and Fibers Company ......... Delaware
Amoco Fabrics and Fibers Ltd. ............ Canada
Amoco Foam Products Company .............. Delaware
Amoco International Finance Corporation .. Delaware
Amoco Chemical Asia Pacific Limited .... Hong Kong
Amoco Olefins Corporation ................ Delaware
Amoco Polymers Inc. ...................... Delaware
Propex do Brasil Produtos Sinteticos Ltda. Brazil
China American Petrochemical Co., Ltd. (2) Taiwan
Samsung Petrochemical Co., Ltd. (2) ........ Korea
Amoco Leasing Corporation .................... Delaware
Amoco Research Corporation ................. Delaware
Amoco Oil Company ............................ Maryland
Amoco Oil Holding Company .................. Delaware
Amoco Sulfur Recovery Company ............ Delaware
Ecova Corporation ........................ Nevada
Omega Oil Company ........................ Delaware
Amoco Pipeline Company ....................... Maine
Amoco Pipeline Holding Company ............. Delaware
Amoco Production Company ..................... Delaware
Amoco Caspian Sea Petroleum Company ........ Delaware
Amoco Caspian Sea Petroleum Limited ...... British
Virgin
Islands
Amoco Colombia Petroleum Company ........... Delaware
Amoco Egypt Gas Company .................... Delaware
Amoco Egypt Oil Company .................... Delaware
Gulf of Suez Petroleum Company (2) ....... Egypt
Amoco Energy Trading Corporation ........... Delaware
<PAGE>
<PAGE>
Organized
Under
Company (1) Laws Of
Amoco Eurasia Petroleum Company ............ Delaware
Amoco Gas Company .......................... Delaware
Amoco International Petroleum Company ...... Delaware
Amoco Argentina Oil Company .............. Delaware
Amoco Trinidad Oil Company ............... Delaware
Amoco Netherlands Petroleum Company ........ Delaware
Amoco Netherlands B.V. ................... Netherlands
Amoco Nigeria Petroleum Company ............ Delaware
Amoco Norway Oil Company ................... Delaware
Amoco Ob River Petroleum Company ........... Delaware
Amoco Orient Petroleum Company ............. Delaware
Amoco Sharjah LPG Company .................. Delaware
Amoco Sharjah Oil Company .................. Delaware
Amoco Supply and Trading Company ........... Delaware
Amoco (U.K.) Exploration Company ........... Delaware
Amoco Trinidad Power Resources Corporation Delaware
Coastwise Trading Company, Inc. ............ Delaware
Coastwise Guaranty Company ............... Delaware
TOC--Rocky Mountains Inc. .................. Delaware
Amoco Properties Incorporated ................ Delaware
Amoco Chemical (Europe) S.A. ................... Delaware
Amoco Chemical U.K. Limited .................. England
Amoco Fabrics (U.K.) Limited ............... England
Amoco Holding GmbH ........................... Germany
Amoco Deutschland GmbH ..................... Germany
Amoco Fabrics Europe B.V. .................. Netherlands
Amoco Realty Company ........................... Delaware
Amoco Technology Company ....................... Delaware
ATx Telecom Systems, Inc. .................... Delaware
ATC Diagnostics, Inc. ........................ Delaware
Amoco Solar Holding Company .................. Delaware
Amoco/Enron Solar(2) ....................... Delaware
AmProp Finance Company ......................... Indiana
AmProp, Inc. ................................... Delaware
Northern Resources Assurance Inc. .............. Illinois
(1) Two hundred seventy-five subsidiaries and twenty-nine
50% or less owned companies accounted for by the equity
method are not named. Such subsidiaries and affiliate
companies, considered in the aggregate, do not constitute
a significant subsidiary.
(2) Represents holdings between 10% and 50% inclusive.
<PAGE>
<PAGE>
EXHIBIT 23
AMOCO CORPORATION
_________________
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statements on Forms S-8 (Nos. 33-65153, 33-58063,
33-52575, 33-66170, 33-51475, 33-55748, 33-42950, 33-52579, 33-
40099, and 33-5332) and in the Prospectuses constituting part
of the Registration Statements on Forms S-3 (Nos. 33-11635, 33-
61389-01, and 33-63811) of Amoco Corporation of our report
dated February 27, 1996 appearing in Item 8 of this Form 10-K.
PRICE WATERHOUSE LLP
Chicago, Illinois
March 22, 1996
<PAGE>
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints H. L. Fuller, W. G. Lowrie and J. L. Carl,
and each of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him
or her and in his or her name, place and stead, in any and all
capacities, to sign (i) any and all Amoco Corporation registration
statements and amendments thereto relating to issuance, through or
in connection with employee benefit plans, of Amoco Corporation
common stock and plan interests, and (ii) annual reports of Amoco
Corporation on Form 10-K, for any fiscal year, and (iii) any and
all amendments to Registration Statements Nos. 33-11635, 33-22897,
and 33-63811 on Form S-3, and to file the same with the Securities
and Exchange Commission, with all exhibits thereto, and all other
documents as may be necessary or appropriate in connection
therewith, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing
which said attorneys and agents, or any of them, deem advisable to
enable Amoco Corporation to comply with the federal or state
securities laws, and any requirements or regulations in respect
thereto, as fully to all intents and purposes as he or she might or
could do in person, and the undersigned does hereby ratify and
confirm all that said attorney-in-fact and agent, or his substitute
or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have executed this Power of Attorney on
the _30th_ day of _Jan.______, 1996.
__H. L. Fuller________________
(signature)
__H. L. Fuller________________
(print name)
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints H. L. Fuller, W. G. Lowrie and J. L. Carl,
and each of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him
or her and in his or her name, place and stead, in any and all
capacities, to sign (i) any and all Amoco Corporation registration
statements and amendments thereto relating to issuance, through or
in connection with employee benefit plans, of Amoco Corporation
common stock and plan interests, and (ii) annual reports of Amoco
Corporation on Form 10-K, for any fiscal year, and (iii) any and
all amendments to Registration Statements Nos. 33-11635, 33-22897,
and 33-63811 on Form S-3, and to file the same with the Securities
and Exchange Commission, with all exhibits thereto, and all other
documents as may be necessary or appropriate in connection
therewith, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing
which said attorneys and agents, or any of them, deem advisable to
enable Amoco Corporation to comply with the federal or state
securities laws, and any requirements or regulations in respect
thereto, as fully to all intents and purposes as he or she might or
could do in person, and the undersigned does hereby ratify and
confirm all that said attorney-in-fact and agent, or his substitute
or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have executed this Power of Attorney on
the ___1___ day of _February_, 1996.
__W. G. Lowrie________________
(signature)
__W. G. Lowrie________________
(print name)
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints H. L. Fuller, W. G. Lowrie and J. L. Carl,
and each of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him
or her and in his or her name, place and stead, in any and all
capacities, to sign (i) any and all Amoco Corporation registration
statements and amendments thereto relating to issuance, through or
in connection with employee benefit plans, of Amoco Corporation
common stock and plan interests, and (ii) annual reports of Amoco
Corporation on Form 10-K, for any fiscal year, and (iii) any and
all amendments to Registration Statements Nos. 33-11635, 33-22897,
and 33-63811 on Form S-3, and to file the same with the Securities
and Exchange Commission, with all exhibits thereto, and all other
documents as may be necessary or appropriate in connection
therewith, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing
which said attorneys and agents, or any of them, deem advisable to
enable Amoco Corporation to comply with the federal or state
securities laws, and any requirements or regulations in respect
thereto, as fully to all intents and purposes as he or she might or
could do in person, and the undersigned does hereby ratify and
confirm all that said attorney-in-fact and agent, or his substitute
or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have executed this Power of Attorney on
the _31st__ day of _January_, 1996.
__John L. Carl _____________
(signature)
__John L. Carl_______________
(print name)
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints H. L. Fuller, W. G. Lowrie and J. L. Carl,
and each of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him
or her and in his or her name, place and stead, in any and all
capacities, to sign (i) any and all Amoco Corporation registration
statements and amendments thereto relating to issuance, through or
in connection with employee benefit plans, of Amoco Corporation
common stock and plan interests, and (ii) annual reports of Amoco
Corporation on Form 10-K, for any fiscal year, and (iii) any and
all amendments to Registration Statements Nos. 33-11635, 33-22897,
and 33-63811 on Form S-3, and to file the same with the Securities
and Exchange Commission, with all exhibits thereto, and all other
documents as may be necessary or appropriate in connection
therewith, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing
which said attorneys and agents, or any of them, deem advisable to
enable Amoco Corporation to comply with the federal or state
securities laws, and any requirements or regulations in respect
thereto, as fully to all intents and purposes as he or she might or
could do in person, and the undersigned does hereby ratify and
confirm all that said attorney-in-fact and agent, or his substitute
or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have executed this Power of Attorney on
the _31st__ day of _January_, 1996.
__John R. Reid_______________
(signature)
__John R. Reid _____________
(print name)
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints H. L. Fuller, W. G. Lowrie and J. L. Carl,
and each of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him
or her and in his or her name, place and stead, in any and all
capacities, to sign (i) any and all Amoco Corporation registration
statements and amendments thereto relating to issuance, through or
in connection with employee benefit plans, of Amoco Corporation
common stock and plan interests, and (ii) annual reports of Amoco
Corporation on Form 10-K, for any fiscal year, and (iii) any and
all amendments to Registration Statements Nos. 33-11635, 33-22897,
and 33-63811 on Form S-3, and to file the same with the Securities
and Exchange Commission, with all exhibits thereto, and all other
documents as may be necessary or appropriate in connection
therewith, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing
which said attorneys and agents, or any of them, deem advisable to
enable Amoco Corporation to comply with the federal or state
securities laws, and any requirements or regulations in respect
thereto, as fully to all intents and purposes as he or she might or
could do in person, and the undersigned does hereby ratify and
confirm all that said attorney-in-fact and agent, or his substitute
or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have executed this Power of Attorney on
the _1st__ day of _February_, 1996.
__Donald R. Beall_____________
(signature)
__Donald R. Beall_____________
(print name)
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints H. L. Fuller, W. G. Lowrie and J. L. Carl,
and each of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him
or her and in his or her name, place and stead, in any and all
capacities, to sign (i) any and all Amoco Corporation registration
statements and amendments thereto relating to issuance, through or
in connection with employee benefit plans, of Amoco Corporation
common stock and plan interests, and (ii) annual reports of Amoco
Corporation on Form 10-K, for any fiscal year, and (iii) any and
all amendments to Registration Statements Nos. 33-11635, 33-22897,
and 33-63811 on Form S-3, and to file the same with the Securities
and Exchange Commission, with all exhibits thereto, and all other
documents as may be necessary or appropriate in connection
therewith, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing
which said attorneys and agents, or any of them, deem advisable to
enable Amoco Corporation to comply with the federal or state
securities laws, and any requirements or regulations in respect
thereto, as fully to all intents and purposes as he or she might or
could do in person, and the undersigned does hereby ratify and
confirm all that said attorney-in-fact and agent, or his substitute
or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have executed this Power of Attorney on
the _27th__ day of _February_, 1996.
__Ruth Block ________________
(signature)
__Ruth Block ________________
(print name)
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints H. L. Fuller, W. G. Lowrie and J. L. Carl,
and each of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him
or her and in his or her name, place and stead, in any and all
capacities, to sign (i) any and all Amoco Corporation registration
statements and amendments thereto relating to issuance, through or
in connection with employee benefit plans, of Amoco Corporation
common stock and plan interests, and (ii) annual reports of Amoco
Corporation on Form 10-K, for any fiscal year, and (iii) any and
all amendments to Registration Statements Nos. 33-11635, 33-22897,
and 33-63811 on Form S-3, and to file the same with the Securities
and Exchange Commission, with all exhibits thereto, and all other
documents as may be necessary or appropriate in connection
therewith, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing
which said attorneys and agents, or any of them, deem advisable to
enable Amoco Corporation to comply with the federal or state
securities laws, and any requirements or regulations in respect
thereto, as fully to all intents and purposes as he or she might or
could do in person, and the undersigned does hereby ratify and
confirm all that said attorney-in-fact and agent, or his substitute
or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have executed this Power of Attorney on
the _2nd__ day of _February_, 1996.
__John H. Bryan_______________
(signature)
__John H. Bryan_______________
(print name)
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints H. L. Fuller, W. G. Lowrie and J. L. Carl,
and each of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him
or her and in his or her name, place and stead, in any and all
capacities, to sign (i) any and all Amoco Corporation registration
statements and amendments thereto relating to issuance, through or
in connection with employee benefit plans, of Amoco Corporation
common stock and plan interests, and (ii) annual reports of Amoco
Corporation on Form 10-K, for any fiscal year, and (iii) any and
all amendments to Registration Statements Nos. 33-11635, 33-22897,
and 33-63811 on Form S-3, and to file the same with the Securities
and Exchange Commission, with all exhibits thereto, and all other
documents as may be necessary or appropriate in connection
therewith, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing
which said attorneys and agents, or any of them, deem advisable to
enable Amoco Corporation to comply with the federal or state
securities laws, and any requirements or regulations in respect
thereto, as fully to all intents and purposes as he or she might or
could do in person, and the undersigned does hereby ratify and
confirm all that said attorney-in-fact and agent, or his substitute
or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have executed this Power of Attorney on
the _2nd__ day of _February_, 1996.
__Erroll B. Davis Jr._________
(signature)
__Erroll B. Davis Jr._________
(print name)
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints H. L. Fuller, W. G. Lowrie and J. L. Carl,
and each of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him
or her and in his or her name, place and stead, in any and all
capacities, to sign (i) any and all Amoco Corporation registration
statements and amendments thereto relating to issuance, through or
in connection with employee benefit plans, of Amoco Corporation
common stock and plan interests, and (ii) annual reports of Amoco
Corporation on Form 10-K, for any fiscal year, and (iii) any and
all amendments to Registration Statements Nos. 33-11635, 33-22897,
and 33-63811 on Form S-3, and to file the same with the Securities
and Exchange Commission, with all exhibits thereto, and all other
documents as may be necessary or appropriate in connection
therewith, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing
which said attorneys and agents, or any of them, deem advisable to
enable Amoco Corporation to comply with the federal or state
securities laws, and any requirements or regulations in respect
thereto, as fully to all intents and purposes as he or she might or
could do in person, and the undersigned does hereby ratify and
confirm all that said attorney-in-fact and agent, or his substitute
or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have executed this Power of Attorney on
the __22__ day of _February_____, 1996.
__Richard Ferris______________
(signature)
__Richard Ferris______________
(print name)
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints H. L. Fuller, W. G. Lowrie and J. L. Carl,
and each of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him
or her and in his or her name, place and stead, in any and all
capacities, to sign (i) any and all Amoco Corporation registration
statements and amendments thereto relating to issuance, through or
in connection with employee benefit plans, of Amoco Corporation
common stock and plan interests, and (ii) annual reports of Amoco
Corporation on Form 10-K, for any fiscal year, and (iii) any and
all amendments to Registration Statements Nos. 33-11635, 33-22897,
and 33-63811 on Form S-3, and to file the same with the Securities
and Exchange Commission, with all exhibits thereto, and all other
documents as may be necessary or appropriate in connection
therewith, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing
which said attorneys and agents, or any of them, deem advisable to
enable Amoco Corporation to comply with the federal or state
securities laws, and any requirements or regulations in respect
thereto, as fully to all intents and purposes as he or she might or
could do in person, and the undersigned does hereby ratify and
confirm all that said attorney-in-fact and agent, or his substitute
or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have executed this Power of Attorney on
the _12th__ day of _February_, 1996.
__F. A. Maljers_______________
(signature)
__F. A. Maljers_______________
(print name)
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints H. L. Fuller, W. G. Lowrie and J. L. Carl,
and each of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him
or her and in his or her name, place and stead, in any and all
capacities, to sign (i) any and all Amoco Corporation registration
statements and amendments thereto relating to issuance, through or
in connection with employee benefit plans, of Amoco Corporation
common stock and plan interests, and (ii) annual reports of Amoco
Corporation on Form 10-K, for any fiscal year, and (iii) any and
all amendments to Registration Statements Nos. 33-11635, 33-22897,
and 33-63811 on Form S-3, and to file the same with the Securities
and Exchange Commission, with all exhibits thereto, and all other
documents as may be necessary or appropriate in connection
therewith, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing
which said attorneys and agents, or any of them, deem advisable to
enable Amoco Corporation to comply with the federal or state
securities laws, and any requirements or regulations in respect
thereto, as fully to all intents and purposes as he or she might or
could do in person, and the undersigned does hereby ratify and
confirm all that said attorney-in-fact and agent, or his substitute
or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have executed this Power of Attorney on
the _______ day of _Feb. 6_, 1996.
__Robert H. Malott____________
(signature)
__Robert Malott_______________
(print name)
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints H. L. Fuller, W. G. Lowrie and J. L. Carl,
and each of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him
or her and in his or her name, place and stead, in any and all
capacities, to sign (i) any and all Amoco Corporation registration
statements and amendments thereto relating to issuance, through or
in connection with employee benefit plans, of Amoco Corporation
common stock and plan interests, and (ii) annual reports of Amoco
Corporation on Form 10-K, for any fiscal year, and (iii) any and
all amendments to Registration Statements Nos. 33-11635, 33-22897,
and 33-63811 on Form S-3, and to file the same with the Securities
and Exchange Commission, with all exhibits thereto, and all other
documents as may be necessary or appropriate in connection
therewith, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing
which said attorneys and agents, or any of them, deem advisable to
enable Amoco Corporation to comply with the federal or state
securities laws, and any requirements or regulations in respect
thereto, as fully to all intents and purposes as he or she might or
could do in person, and the undersigned does hereby ratify and
confirm all that said attorney-in-fact and agent, or his substitute
or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have executed this Power of Attorney on
the __2__ day of _Feb._, 1996.
__Walter E. Massey____________
(signature)
__Walter E. Massey____________
(print name)
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints H. L. Fuller, W. G. Lowrie and J. L. Carl,
and each of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him
or her and in his or her name, place and stead, in any and all
capacities, to sign (i) any and all Amoco Corporation registration
statements and amendments thereto relating to issuance, through or
in connection with employee benefit plans, of Amoco Corporation
common stock and plan interests, and (ii) annual reports of Amoco
Corporation on Form 10-K, for any fiscal year, and (iii) any and
all amendments to Registration Statements Nos. 33-11635, 33-22897,
and 33-63811 on Form S-3, and to file the same with the Securities
and Exchange Commission, with all exhibits thereto, and all other
documents as may be necessary or appropriate in connection
therewith, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing
which said attorneys and agents, or any of them, deem advisable to
enable Amoco Corporation to comply with the federal or state
securities laws, and any requirements or regulations in respect
thereto, as fully to all intents and purposes as he or she might or
could do in person, and the undersigned does hereby ratify and
confirm all that said attorney-in-fact and agent, or his substitute
or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have executed this Power of Attorney on
the _2nd__ day of _February_, 1996.
__Martha R. Seger_____________
(signature)
__Martha R. Seger_____________
(print name)
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints H. L. Fuller, W. G. Lowrie and J. L. Carl,
and each of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him
or her and in his or her name, place and stead, in any and all
capacities, to sign (i) any and all Amoco Corporation registration
statements and amendments thereto relating to issuance, through or
in connection with employee benefit plans, of Amoco Corporation
common stock and plan interests, and (ii) annual reports of Amoco
Corporation on Form 10-K, for any fiscal year, and (iii) any and
all amendments to Registration Statements Nos. 33-11635, 33-22897,
and 33-63811 on Form S-3, and to file the same with the Securities
and Exchange Commission, with all exhibits thereto, and all other
documents as may be necessary or appropriate in connection
therewith, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing
which said attorneys and agents, or any of them, deem advisable to
enable Amoco Corporation to comply with the federal or state
securities laws, and any requirements or regulations in respect
thereto, as fully to all intents and purposes as he or she might or
could do in person, and the undersigned does hereby ratify and
confirm all that said attorney-in-fact and agent, or his substitute
or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have executed this Power of Attorney on
the _13th__ day of _February_, 1996.
__Michael Wilson______________
(signature)
__Michael Wilson______________
(print name)
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints H. L. Fuller, W. G. Lowrie and J. L. Carl,
and each of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him
or her and in his or her name, place and stead, in any and all
capacities, to sign (i) any and all Amoco Corporation registration
statements and amendments thereto relating to issuance, through or
in connection with employee benefit plans, of Amoco Corporation
common stock and plan interests, and (ii) annual reports of Amoco
Corporation on Form 10-K, for any fiscal year, and (iii) any and
all amendments to Registration Statements Nos. 33-11635, 33-22897,
and 33-63811 on Form S-3, and to file the same with the Securities
and Exchange Commission, with all exhibits thereto, and all other
documents as may be necessary or appropriate in connection
therewith, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing
which said attorneys and agents, or any of them, deem advisable to
enable Amoco Corporation to comply with the federal or state
securities laws, and any requirements or regulations in respect
thereto, as fully to all intents and purposes as he or she might or
could do in person, and the undersigned does hereby ratify and
confirm all that said attorney-in-fact and agent, or his substitute
or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have executed this Power of Attorney on
the _27th__ day of _February_, 1996.
__Richard D. Wood_____________
(signature)
__Richard D. Wood_____________
(print name)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Statement of Income and the Consolidated Statement of
Financial Position and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<CIK> 0000093397
<NAME> AMOCO CORPORATION
<MULTIPLIER> 1000000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 182
<SECURITIES> 1212
<RECEIVABLES> 3348
<ALLOWANCES> 16
<INVENTORY> 1041
<CURRENT-ASSETS> 6490
<PP&E> 48577
<DEPRECIATION> 26531
<TOTAL-ASSETS> 29845
<CURRENT-LIABILITIES> 5774
<BONDS> 3962
0
0
<COMMON> 2590
<OTHER-SE> 12258
<TOTAL-LIABILITY-AND-EQUITY> 29845
<SALES> 27066
<TOTAL-REVENUES> 31004
<CGS> 19305
<TOTAL-COSTS> 19305
<OTHER-EXPENSES> 6836
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 335
<INCOME-PRETAX> 2404
<INCOME-TAX> 542
<INCOME-CONTINUING> 1862
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1862
<EPS-PRIMARY> 3.76
<EPS-DILUTED> 0
</TABLE>
