AMOCO CORP, DEF 14A, 1996-03-12

AMOCO CORP
DEF 14A, 1996-03-12
PETROLEUM REFINING

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<PAGE>
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

AMOCO CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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4) Date Filed:
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[LOGO]

Amoco Corporation

NOTICE OF
ANNUAL MEETING
OF SHAREHOLDERS
APRIL 23, 1996
AND PROXY STATEMENT

March 11, 1996

<PAGE>

AMOCO CORPORATION
200 E. RANDOLPH DRIVE
CHICAGO, IL 60601

MARCH 11, 1996

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 23, 1996

To the Shareholders of Amoco Corporation:

Amoco Corporation's Annual Meeting of Shareholders will be held in the Arthur
Rubloff Auditorium of The Art Institute of Chicago, Columbus Drive and East
Monroe Street (east entrance), in Chicago, Illinois, at 9:30 a.m. Chicago
time, on Tuesday, April 23, 1996, to consider and vote upon:

The election of six directors, five for three-year terms and one for a
two-year term;

The amendment of the 1991 Incentive Program;

The appointment of Price Waterhouse LLP as independent accountants for 1996;
and

Other business that may properly be brought before the meeting, as described
in the accompanying Proxy Statement.

Shareholders of record at the close of business on February 14, 1996, will be
entitled to notice of and to vote at such Annual Meeting or any adjournment
thereof.

Documentation of share ownership will be required for admission to the
meeting. The tear-off portion of the voting form provided by Amoco
Corporation to shareholders of record, Dividend Reinvestment Plan
participants, and employee benefit plan participants will be accepted as
proof of share ownership. Beneficial shareholders who hold shares through a
third party must provide account statements or similar documentation
evidencing ownership.

By order of the Board of Directors,

Patricia A. Brandin
Corporate Secretary

EVEN THOUGH YOU MAY PLAN TO ATTEND THE MEETING, PLEASE FILL IN, SIGN, AND
RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE. TO VOTE BY PROXY YOU MUST RETURN
YOUR SIGNED PROXY. THANK YOU FOR RESPONDING PROMPTLY AND SAVING YOUR
CORPORATION THE EXPENSE OF A SECOND MAILING.

<PAGE>

PROXY STATEMENT

VOTING AND PROXY

The enclosed proxy is being solicited by the Board of Directors of Amoco
Corporation and will be voted at the Annual Meeting of Shareholders on April
23, 1996, or at any adjournment thereof, unless revoked prior to the voting
thereof by filing with the Corporate Secretary an instrument revoking it, by
executing a later-dated proxy, or by voting in person by ballot at the
meeting.

The solicitation of proxies will be by mail, and the cost will be borne
directly by the Corporation. D.F. King & Co., Inc., has been retained by the
Corporation to solicit proxies from banks, brokers, nominees, and other
institutional holders for a fee of $13,200 plus reimbursement of
out-of-pocket expenses. Additionally, officers and other Corporation
employees may solicit proxies by telephone, telegram, telefax, other
electronic means, or in person. Upon request the Corporation will reimburse
banks, brokers, nominees, and related fiduciaries for reasonable expenses
incurred by them in sending annual reports and proxy materials to beneficial
owners of the Corporation's stock.

It is the Corporation's policy that all proxies, ballots, and voting
tabulations that identify shareholders be kept confidential, except where
disclosure may be required by applicable law or is expressly requested by a
shareholder, where shareholders write comments on their proxy forms, and in
limited circumstances such as a proxy solicitation not approved and
recommended by the Board of Directors. The Inspectors of Election and the
tabulators of all proxies, ballots, and voting records that identify
shareholders are independent and not employees of the Corporation.

A copy of the Corporation's Annual Report for 1995 is being mailed to each
shareholder's address of record along with this Proxy Statement and a form of
proxy, beginning on or about March 11, 1996.

As of February 14, 1996, the record date for this Annual Meeting, there were
497,249,768 shares of Amoco Corporation common stock outstanding. At the
Annual Meeting each shareholder of record at the close of business on the
record date will be entitled to one vote for each share registered in that
shareholder's name. Any person acquiring title to stock after that date will
not be entitled to vote shares so acquired unless he has received a proxy
from the shareholder of record.

The election of directors is 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, including the amendment of the 1991 Incentive Program
and the appointment of Price Waterhouse LLP as independent auditors, is
approved if the number of shares cast "for" the proposal exceeds the number
of shares cast "against" the proposal. "Abstain" votes and "broker non-votes"
are not included in determining the outcomes of matters being acted upon.
They are used only for determining a meeting quorum, which is defined as a
majority of the shares of Amoco Corporation common stock which were
outstanding as of February 14, 1996, whether represented in person or by
proxy at the meeting.

As of February 14, 1996, State Street Bank and Trust Company of Boston,
Massachusetts, held of record 29,546,238 shares (5.94 percent of Amoco's then
outstanding shares) as trustee under the Amoco Employee Savings Plan and as
trustee under the Amoco Performance Share Plan. State Street Bank will have
the power at the Annual Meeting to vote any of such shares for which plan
participants do not give timely voting directions.

<PAGE>

ELECTION OF DIRECTORS

The Articles of Incorporation provide for the classification of the Board of
Directors into three classes of membership with terms expiring on different
Annual Meeting dates. Approximately one-third of the members of the Board of
Directors are nominated each year to serve for a term of three years, or such
lesser term as is consistent with the class. Under the Board of Directors
retirement policy, employee directors retire at age 65, and non-employee
directors retire as of the next Annual Meeting held after the director
reaches age 70.

The Board of Directors at its meeting on January 23, 1996, selected the
following five nominees recommended by the Nominating Committee for election
as directors at the Annual Meeting for three-year terms expiring on the date
of the Annual Meeting in 1999 and until their successors are elected and
qualified: Donald R. Beall, Richard J. Ferris, William G. Lowrie, Floris A.
Maljers and Robert H. Malott, all of whom are current directors of Amoco. At
its meeting on February 27, 1996, the Board nominated Arthur C. Martinez, a
new candidate for membership on Amoco's Board of Directors, for a two-year
term expiring on the date of the Annual Meeting in 1998 and until his
successor is elected and qualified. Lawrason D. Thomas announced his
retirement from Amoco Corporation, effective April 1, 1996, and as Vice
Chairman and member of the Board of Directors, effective January 1, 1996.
William G. Lowrie was elected to the Board of Directors to fill that vacancy
and as President of Amoco Corporation, effective January 1, 1996.

It is intended that proxies will be voted to elect the six Board nominees
named above. The Board has been informed that all nominees are willing to
serve as directors, but if any nominee is unable or declines to serve, an
event the Board does not expect, proxies will be voted for the election of a
substitute nominee or the Board will reduce the number of directorships.

A short biography follows of each nominee for election as director and of all
other current directors as of the date of this Proxy Statement.

NOMINEES FOR DIRECTOR

[PHOTOGRAPH]
DONALD R. BEALL
Age 57, Director's Term Expiring 1996
Chairman and Chief Executive Officer, Rockwell International Corporation, Seal
Beach, CA (Manufacturer of diversified high technology products in the
automation, avionics, semiconductor systems, aerospace and automotive component
systems businesses)

Mr. Beall, a director of Amoco Corporation since 1991, joined Rockwell in
1968 and served in a number of senior management positions prior to becoming
executive vice president in 1977 and president in 1979. He was elected to
his current position in 1988. Mr. Beall is a director of Rockwell
International Corporation, The Times Mirror Company, and The Procter & Gamble
Company. He is a trustee of the California Institute of Technology, a member
of the University of California-Irvine Board of Overseers, and a member of
the Board of Visitors of its Graduate School of Management. Mr. Beall is a
member of The Business Council, The Business Roundtable, and the Council on
Competitiveness.

[PHOTOGRAPH]
RICHARD J. FERRIS
Age 59, Director's Term Expiring 1996
Co-Chairman, Doubletree Corporation, Phoenix, AZ
(Hotel property management)

<PAGE>

Mr. Ferris, a director of Amoco Corporation since 1981, is a director of
Doubletree Corporation and The Procter & Gamble Company. He also serves on
the boards of the Evanston Hospital Corporation and the P.G.A. Tour. He is a
governor of the Northwestern Health Care Network. During 1992-1993 he was
co-chairman and partner, Guest Quarters Hotel, L.P. From 1990-1992 he was
engaged in private investment activities, and he served as chairman of the
board, president, and chief executive officer of UAL, Inc., from 1976 to 1987.

[PHOTOGRAPH]
WILLIAM G. LOWRIE
Age 52, Director's Term Expiring 1996
President, Amoco Corporation

Mr. Lowrie was elected to the Board of Directors and as president of Amoco
Corporation, effective January 1, 1996. Mr. Lowrie was named Amoco's
executive vice president, exploration and production sector, in July 1994,
and executive vice president of Amoco Corporation in July 1993. He served as
president of Amoco Production Company between July 1992 and January 1996, and
he was the president of Amoco Oil Company from 1990 to mid-1992. After
joining Amoco Production Company in 1966, he served as a chemical engineer
before assuming management positions responsible for supply, marine
transportation, Amoco Canada's operations, and U.S. exploration and
production. Mr. Lowrie is a director of The First National Bank of Chicago,
Northwestern Memorial Corporation, the American Petroleum Institute, the
National 4-H Council, Junior Achievement, and the University of Illinois at
Chicago Chancellor's Corporate Advisory Board.

[PHOTOGRAPH]
FLORIS A. MALJERS
Age 62, Director's Term Expiring 1996
Chairman (Retired), Unilever N.V. and Vice Chairman (Retired), Unilever PLC,
Rotterdam, the Netherlands
(Manufacturer of food products, detergents, and toiletries)

Mr. Maljers, a director of Amoco Corporation since 1994, retired as chairman
of Unilever N.V. and vice chairman of Unilever PLC in May 1994. Mr. Maljers
joined Unilever in 1959 and worked in a number of Unilever subsidiary
positions prior to becoming chairman of Van den Bergh en Jurgens in 1970. He
was appointed to the main boards of Unilever N.V. and Unilever PLC in 1974,
became a member of the Unilever Special Committee in 1982, and was appointed
chairman of Unilever N.V. and vice chairman of Unilever PLC in 1984. Mr.
Maljers is a director of Guinness PLC and a member of the Supervisory Boards
of ABN/AMRO Bank, KLM Royal Dutch Airlines, and Philips Electronics N.V. He
is chairman of the Supervisory Board of the Amsterdam Concertgebouw N.V.,
vice chairman of the Competitiveness Advisory Group of the European Union,
and Governor of the London-based European Policy Forum.

[PHOTOGRAPH]
ROBERT H. MALOTT
Age 69, Director's Term Expiring 1996
Chairman, Executive Committee, FMC Corporation, Chicago, IL
(Producer of machinery and chemicals)

Mr. Malott, a director of Amoco Corporation since 1973, is a director and
serves as chairman of the executive committee of FMC Corporation. In 1991 he
retired as chairman of the board and chief executive officer of FMC
Corporation, which he joined in 1952. He is a director of United
Technologies Corporation, Graco Children's Products, Inc., and Swiss Bank
Corporation (Council of International Advisors). He also serves on the
boards of the National Museum of Natural History (chairman), National Park
Foundation, The Aspen Institute, the Lyric Opera of Chicago, American

<PAGE>

Enterprise Institute, the Hoover Institution, Argonne National Laboratories,
and the University of Chicago. He is a member of The Business Council and
the Policy Committee of the Illinois Business Roundtable.

[PHOTOGRAPH]
ARTHUR C. MARTINEZ
Age 56, Nominated for Director's Term Expiring 1998
Chairman, Sears, Roebuck and Co., Chicago, Illinois
(Retail merchandise sales)

Mr. Martinez is chairman and chief executive officer of Sears, Roebuck and
Co., a position he has held since August 1995. Mr. Martinez served as
chairman and chief executive officer of the Sears Merchandise Group of Sears,
Roebuck and Co. from September 1992 to August 1995. Prior to that, Mr.
Martinez served as vice chairman and a director of Saks Fifth Avenue, which
is engaged in retail merchandise sales, from August 1990 to August 1992, and
as senior vice president, group chief executive and a director of Batus,
Inc., from January 1987 until August 1990. Mr. Martinez is a director of
Sears, Roebuck and Co., Ameritech Corporation, and Northwestern Memorial
Hospital. He is a trustee of Northwestern University, the Orchestral
Association, and the Art Institute of Chicago.

CONTINUING DIRECTORS

[PHOTOGRAPH]
RUTH S. BLOCK
Age 65, Director's Term Expiring 1998
Executive Vice President and Chief Insurance Officer (Retired), The Equitable,
New York, NY (Insurance and financial services)

Mrs. Block, a director of Amoco Corporation since 1986, was executive vice
president and chief insurance officer of Equitable until her retirement in
1987. She joined Equitable in 1952, was elected vice president in 1973,
senior vice president in 1977, and executive vice president in 1980. Mrs.
Block served as chairman and chief executive officer of the Equitable
Variable Life Insurance Company from 1980 to 1984. She is a director of
Ecolab, Inc., and 35 Alliance Capital Mutual Funds. She is a member of
Business Executives for National Security, Committee of 200, and the Women's
Forum.

[PHOTOGRAPH]
JOHN H. BRYAN
Age 59, Director's Term Expiring 1998
Chairman and Chief Executive Officer, Sara Lee Corporation, Chicago, IL
(Global manufacturer and marketer of brand name products)

Mr. Bryan, a director of Amoco Corporation since 1982, was elected president
of Sara Lee Corporation in 1974 and chairman in 1976. He is a director of
Sara Lee Corporation, First Chicago NBD Corporation, and General Motors
Corporation. He is also a director of the Grocery Manufacturers of America
and a member of The Business Roundtable and The Business Council. Mr. Bryan
serves as vice chairman and a trustee of The Art Institute of Chicago and as
a trustee of the University of Chicago. He is also chairman of Catalyst.

[PHOTOGRAPH]
ERROLL B. DAVIS, JR.
Age 51, Director's Term Expiring 1997
President and Chief Executive Officer, Wisconsin Power and Light Company and
WPL Holdings, Inc., Madison, WI

<PAGE>

(Regulated utility and environmental, energy, and real estate development
services)

Mr. Davis, a director of Amoco Corporation since 1991, is president and chief
executive officer and a director of Wisconsin Power and Light Company and its
parent company, WPL Holdings, Inc. Mr. Davis joined Wisconsin Power and
Light Company in 1978. He became president in 1987 and chief executive
officer in 1988. He was elected president and chief executive officer of WPL
Holdings in 1990. Prior to joining Wisconsin Power and Light, he served on
the corporate financial staffs of Ford Motor Company and Xerox Corporation.
Mr. Davis is a director of PPG Industries, Inc., the Sentry Insurance
Company, the Wisconsin Utilities Association, the Electric Power Research
Institute, and the Edison Electric Institute. He is also a member of the
board of trustees of Carnegie-Mellon University.

[PHOTOGRAPH]
H. LAURANCE FULLER
Age 57, Director's Term Expiring 1997
Chairman and Chief Executive Officer, Amoco Corporation

Mr. Fuller was elected chairman of the board and chief executive officer of
Amoco Corporation in February 1991 and served as president from 1983 through
1995. He has been a director of Amoco Corporation since 1981, when he also
became an executive vice president. From 1978 until 1981 Mr. Fuller was
president of Amoco Oil Company. Mr. Fuller has served as a chemical
engineer, an attorney, a refinery manager, and has held managerial
assignments in transportation, marketing, and supply since joining Amoco in
1961. He is a director of The Chase Manhattan Corporation, The Chase
Manhattan Bank, N.A., Motorola, Inc., and Abbott Laboratories. He also
serves on the boards of Catalyst, the American Petroleum Institute, and the
Rehabilitation Institute of Chicago. He is a trustee of The Orchestral
Association and Northwestern University.

[PHOTOGRAPH]
WALTER E. MASSEY
Age 57, Director's Term Expiring 1998
President, Morehouse College, Atlanta, GA

Dr. Massey resumed his position on Amoco's Board in June 1993, after having
served as an Amoco director from 1983 to 1991. Dr. Massey is president of
Morehouse College, a position he accepted in August 1995. He was provost and
senior vice president-academic affairs for The University of California
System from April 1993 to August 1995. He went to the University of
California from his position as director of the National Science Foundation,
to which he was appointed in 1991 by President Bush. From 1984 to 1993 Dr.
Massey was vice president of the University of Chicago for Research and for
Argonne National Laboratory. Dr. Massey is also a director of Motorola,
Inc., BankAmerica Corporation, Bank of America NT&SA, and the Commonwealth
Fund. He has been a member of the National Science Board, the President's
Council of Advisors on Science and Technology, and the Board of Directors of
the MacArthur Foundation.

[PHOTOGRAPH]
MARTHA R. SEGER
Age 64, Director's Term Expiring 1997
Financial Economist and former Governor of the Federal Reserve Board,
Washington, D.C.

Dr. Seger, a director of Amoco Corporation since 1991, served as a member of
the Board of Governors of the Federal Reserve System from 1984 to 1991. She
is now a Distinguished Visiting Professor of Finance at Central Michigan
University. From 1991 to 1993, she was the John M. Olin Distinguished Fellow
in the Eller Center for the Study of the Private Market Economy at the
University of Arizona, Tucson. Dr. Seger previously served as vice president
and chief economist for the Detroit Bank and Trust (now Comerica) and taught
finance and economics courses at three

<PAGE>

universities, including the University of Michigan. Dr. Seger serves as a
director of Fluor Corporation, Xerox Corporation, The Kroger Co., Johnson
Controls, Inc., Providian Corporation, and Tucson Electric Power Company.
She also serves on the boards of Catalyst and the Institute for Research on
the Economics of Taxation.

[PHOTOGRAPH]
MICHAEL H. WILSON
Age 58, Director's Term Expiring 1998
Vice Chairman, RBC Dominion Securities, Inc., Toronto, Ontario, Canada
(Investment bankers)

Mr. Wilson, a director of Amoco Corporation since 1993, is currently vice
chairman of RBC Dominion Securities, Inc., investment bankers, and chairman
of Michael Wilson International, Inc., which provides business advisory
services. Mr. Wilson is a director of Manufacturers Life Insurance Company.
He is also a member of the board of trustees of the Aspen Institute, the
Institute of the Americas, and of the advisory committee of the Clarke Institute
of Psychiatry. Mr. Wilson was a Member of Parliament in the Toronto area
until his retirement from politics in October 1993. He served as Minister of
Finance in the Canadian Government from 1984 to 1991, following which he was
Minister of Industry, Science and Technology and Minister for International
Trade.

[PHOTOGRAPH]
RICHARD D. WOOD
Age 69, Director's Term Expiring 1997
Chairman (Retired), Eli Lilly and Company, Indianapolis, IN
(Global research-based corporation that develops, manufactures, and markets
pharmaceuticals and animal health products)

Mr. Wood, a director of Amoco Corporation since 1973, retired as chairman of
the board of Eli Lilly and Company in June 1993, while continuing to serve as
a director through 1995. In 1991 he retired as president and chief executive
officer of that company. Mr. Wood joined Lilly in 1950, was elected vice
president in 1970, executive vice president in 1971, president in 1972, and
chairman in 1973. He is a director of Chemical Banking Corporation, Chemical
Bank, The Chubb Corporation, and Dow Jones & Company, Inc. He serves as vice
chairman of the advisory board of CID Equity Partners. Mr. Wood is a trustee
of DePauw University and is chairman of the Indianapolis Museum of Art. He
is a director of the Indianapolis Symphony Orchestra and past chairman of the
Indiana State Symphony Society.

BOARD OF DIRECTORS

The business and affairs of the Corporation are managed under the direction
of the Board of Directors, comprised of eleven non-employee directors and two
employee directors as of the date of this Proxy Statement. Members of the
Board keep informed of the Corporation's business and activities by reports
and proposals sent to them in advance of each Board meeting and reports made
to them during these meetings by the Chairman and other corporate executives.
The Board is advised of actions taken by the Executive Committee and other
committees of the Board as well as significant actions taken by management.
In addition, members of the Board periodically visit facilities of the
Corporation and participate in strategic and financial reviews. Members of
management are available at Board meetings and at other times to answer
questions and to discuss issues.

In 1995, seven meetings of the Board of Directors were held. Each director
attended more than 85 percent of the aggregate number of meetings of the
Board and committees of the Board on which such director served. Attendance
at these meetings averaged 93 percent among all directors in 1995.

<PAGE>

COMMITTEES OF THE BOARD

The functions and current membership of the five standing committees of the
Board are described below.

EXECUTIVE COMMITTEE

H. L. Fuller, Chairman W. G. Lowrie
J. H. Bryan R. H. Malott
E. B. Davis, Jr. R. D. Wood
R. J. Ferris

This committee consists of five non-employee directors and two employee
directors. With certain limitations, it functions in place of the Board of
Directors during intervals between regular meetings of the Board. The
committee schedule is subject to call, and it met once during 1995.

AUDIT COMMITTEE

D. R. Beall, Chairman R. H. Malott
R. S. Block M. R. Seger
R. J. Ferris M. H. Wilson

This committee, which consists solely of non-employee directors, recommends
to the Board of Directors the engagement of independent accountants, reviews
with the accountants the audit plan, non-audit services, and fees related to
each, and reviews the Corporation's internal financial controls and auditing.
This committee also reviews annual financial statements before issuance and
makes appropriate reports and recommendations to the Board of Directors. The
committee met three times in 1995.

COMPENSATION AND ORGANIZATION COMMITTEE

R. D. Wood, Chairman J. H. Bryan
D. R. Beall R. J. Ferris
R. S. Block F. A. Maljers

This committee, which consists solely of non-employee directors, determines
salaries, bonus awards, and stock option grants for executive officers of the
Corporation and takes all other actions required of it under the
Corporation's incentive programs. The committee reviews executive resources,
performance of key executives, and organization and succession plans. The
committee met five times in 1995.

<PAGE>

ENVIRONMENT, HEALTH AND SAFETY COMMITTEE

R. H. Malott, Chairman W. E. Massey
E. B. Davis, Jr. R. D. Wood
W. G. Lowrie

This committee consists of four non-employee directors and one employee
director. It reviews Amoco's environmental, health, and safety policies,
programs, and standards; approves the structure of the Compliance Review
Program managed by the Environmental, Health and Safety department; reviews
the results and scheduling of the Compliance Review Program; reviews safety
trends, spill-response capabilities, crisis and waste management, waste
minimization, and product safety; and periodically reviews industry and
nationwide trends and related issues. The Committee met four times in 1995.

NOMINATING AND GOVERNANCE COMMITTEE

J. H. Bryan, Chairman R. H. Malott
D. R. Beall W. E. Massey
R. S. Block M. R. Seger
E. B. Davis, Jr. M. H. Wilson
R. J. Ferris R. D. Wood
F. A. Maljers

This committee, prior to 1994 named the Nominating Committee, consists of
eleven non-employee directors. It recommends guidelines and criteria for
Board membership, director candidates, and appointments to Board committees.
It reviews the performance of the Chief Executive Officer and incumbent
directors, and it reviews and approves directorships offered to employee
directors of the Corporation by other companies. The committee also
considers nominees for director recommended by shareholders. Such
recommendations, with relevant supporting data, should be submitted to the
Corporate Secretary of Amoco Corporation. The committee met twice in 1995.

SHARE OWNERSHIP OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS

This table shows the number of shares of Amoco common stock beneficially
owned by each individual incumbent director, director nominee, and executive
officer named in this Proxy Statement and by the directors and executive
officers as a group, determined as of January 31, 1996, except as otherwise
noted.

SECURITY OWNERSHIP TABLE

NAME/GROUP NUMBER OF SHARES OWNED(#)
---------------------------------------------------------------------
<S> <C>
D. R. Beall. . . . . . . . . . . . . . . . 3,189
R. S. Block. . . . . . . . . . . . . . . . 3,516
J. H. Bryan. . . . . . . . . . . . . . . . 4,926
E. B. Davis, Jr. . . . . . . . . . . . . . 2,327
R. J. Ferris . . . . . . . . . . . . . . . 15,126
J. E. Fligg. . . . . . . . . . . . . . . . 189,905
W. D. Ford . . . . . . . . . . . . . . . . 124,858
H. L. Fuller . . . . . . . . . . . . . . . 627,967 (a)
W. G. Lowrie . . . . . . . . . . . . . . . 266,718
F. A. Maljers. . . . . . . . . . . . . . . 814
R. H. Malott . . . . . . . . . . . . . . . 4,926

<PAGE>
A. C. Martinez . . . . . . . . . . . . . . 1,000 (b)
W. E. Massey . . . . . . . . . . . . . . . 1,447
M. R. Seger. . . . . . . . . . . . . . . . 2,144
L. D. Thomas . . . . . . . . . . . . . . . 328,400
M. H. Wilson . . . . . . . . . . . . . . . 1,426
R. D. Wood . . . . . . . . . . . . . . . . 4,409

Directors and executive officers as a
group as of January 31, 1996.................1,851,659 (a)(c)

</TABLE>
(a) Includes 3,160 shares as to which Mr. Fuller shares voting and
dispositive authority.
(b) Nomination and share ownership as of February 27, 1996.
(c) Includes 1,580 shares as to which an executive officer disclaims
beneficial ownership.

Also, except as noted, each of the persons included in the share ownership
table has sole voting and investment authority over the shares shown. The
share amounts include these shares for which the following have a right to
acquire beneficial ownership within 60 days after January 31, 1996, by
exercising stock options: H. L. Fuller, 542,500 shares; L. D. Thomas,
298,500 shares; W. G. Lowrie, 230,000 shares; J. E. Fligg, 178,000 shares; W.
D. Ford, 109,500 shares; and directors and executive officers as a group, as
of January 31, 1996, 1,546,800 shares. Also included are any shares held in
the Amoco Performance Share Plan and those allocable to the proportionate
amount of the Amoco Stock Fund in the Amoco Employee Savings Plan owned by
executive officers as of the date shown. Directors and executive officers as
a group owned beneficially less than 1 percent of the Corporation's common
stock as of January 31, 1996.

On the basis of reports and representations submitted by the directors and
executive officers of the Corporation, all Forms 3, 4 and 5 showing ownership
of and changes of ownership in the Corporation's equity securities held by
this group of persons during 1995 were timely filed with the Securities and
Exchange Commission as required by Section 16(a) of the Securities Exchange
Act of 1934, except that a Form 4 was inadvertently filed late in connection
with a sale of shares by L. D. Thomas on May 1, 1995, and with respect to
shares held since June 1993 in a Dividend Reinvestment Plan account for W. E.
Massey and the reinvestment of dividends in that account from June 1993 to
year-end 1995.

NON-EMPLOYEE DIRECTOR COMPENSATION

Compensation for non-employee directors is $50,000 per year, of which 25
percent is paid in shares of Amoco common stock and the balance is paid in
monthly cash payments. Each non-employee director also receives an annual
award of 200 shares of Amoco common stock, subject to forfeiture and transfer
restrictions relating to continued service on the Board. No additional
compensation is paid for service on any Board committees. Under a deferred
compensation arrangement, the cash portion of the annual retainer may be
credited to an interest-bearing account or invested in units equivalent to
shares of Amoco common stock which earn dividend equivalents.

EXECUTIVE COMPENSATION

The following table summarizes the annual and long-term compensation for the
years 1993, 1994, and 1995 of the Chief Executive Officer ("CEO") and the
four other most highly paid employees of the Corporation, who were executive
officers as of December 31, 1995. A report on executive compensation by the
Compensation and Organization Committee of the Board of Directors begins on
page 13 of this Proxy Statement.

<PAGE>

SUMMARY COMPENSATION TABLE

Annual Compensation Long-Term Compensation
-------------------------------------- --------------------------
Awards Payouts
---------- --------
SECURITIES
OTHER ANNUAL UNDERLYING LTIP ALL OTHER
SALARY BONUS COMPENSATION OPTIONS PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($)(1) ($)(2) (#) ($) ($)(3)
- --------------------------- ----- -------- -------- ------------ ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
H. L. FULLER
Chairman, President and CEO 1995 $875,048 ______ $15,109 115,000 -0- $116,499
1994 852,817 $762,601 11,242 100,000 $123,750 159,492
1993 810,655 826,048 19,327 90,000 156,000 131,003
L. D. THOMAS
Vice Chairman 1995 531,621 ______ 9,741 55,000 -0- 66,534
1994 517,440 402,284 2,875 55,000 66,000 91,276
1993 492,526 443,359 6,561 50,000 83,850 80,160
W. G. LOWRIE
Executive Vice President, 1995 433,039 ______ 1,702 50,000 -0- 53,535
Exploration and Production Sector 1994 416,251 309,218 3,287 45,000 55,000 68,785
1993 393,561 307,802 1,869 40,000 62,400 64,808
J. E. FLIGG
Senior Executive Vice President, 1995 387,888 ______ 7,175 45,000 -0- $60,330
Strategic Planning and 1994 374,089 313,609 3,716 40,000 41,250 62,463
International Business Development 1993 355,308 283,415 3,082 35,000 47,580 56,445

W. D. FORD (4)
Executive Vice President, 1995 360,981 _____ 1,316 45,000 -0- 46,461
Petroleum Products Sector 1994 345,343 263,374 2,754 40,000 -0- 57,619
1993 320,504 263,126 3,528 30,000 -0- 26,726
</TABLE>

<PAGE>

[Summary Compensation Table Footnotes]

1. . . . .Represents bonus awards determined for the performance year indicated
and paid in the following year. The 1995 bonus awards are not yet
determined. See Compensation and Organization Committee Report
beginning on page 13 of this Proxy Statement for further discussion
of bonus compensation.

2. . . . .Represents tax adjustment payments on income imputed for income tax
purposes related to use of corporate facilities for business purposes.

3. . . . .Represents corporate matching contributions to the Amoco Employee
Savings Plan and accruals for related ERISA restoration plan for
Messrs. Fuller, Thomas, Lowrie and Fligg in the amounts shown, and for
Mr. Ford of $44,881, as well as a Deferral Restoration Savings Plan
contribution for Mr. Ford of $1,580.

4. . . . .Mr. Ford owned 2,400 shares of restricted stock as of December 31,
1995, valued as of that date at $171,600.

STOCK OPTIONS
The following two tables provide information on stock option grants made to the
named executive officers in 1995, options or tandem SARs exercised during 1995,
and options/SARs outstanding on December 31, 1995. All stock option grants
have a term of 10 years from date of grant and an exercise price equal to 100
percent of the fair market value on the date of grant and are non-transferable.

STOCK OPTION GRANTS IN 1995

<TABLE>
<CAPTION>
Individual Grants
----------------------------------------------------------------------
NUMBER OF
SECURITIES
UNDERLYING PERCENT OF TOTAL EXERCISE OR BASE
OPTIONS OPTIONS GRANTED TO PRICE ($ PER GRANT DATE
NAME GRANTED(#) EMPLOYEES IN 1995 SHARE) EXPIRATION DATE PRESENT VALUE ($)
- ---- ---------- ------------------ --------------- --------------- -----------------
<S> <C> <C> <C> <C> <C>
H. L. Fuller 115,000 5.0% $62.6875 3-28-2005 $1,866,450
L. D. Thomas 55,000 2.4% 62.6875 3-28-2005 892,650
W. G. Lowrie 50,000 2.2% 62.6875 3-28-2005 811,500
J. E. Fligg 45,000 2.0% 62.6875 3-28-2005 730,350
W. D. Ford 45,000 2.0% 62.6875 3-28-2005 730,350
</TABLE>

Stock options granted in 1995 become exercisable 50 percent one year after
the date of grant and 100 percent two years after the date of grant. In the
event of a change in control of the Corporation, stock options will
automatically become exercisable.

The grant date present values in the far right column of the above table were
calculated using the Black-Scholes option pricing model applied as of the
grant date, March 28, 1995. The values generated by this model depend upon
certain assumptions, as follows: an option exercise date of March 28, 2005;
a constant dividend yield on underlying stock of 3.8 percent; an assumed
annual volatility of underlying stock of 20 percent; and a risk-free rate of
return for the option period of 7.36 percent. The market value on the grant
date is the average of the high and low prices for the stock on the New York
Stock Exchange on that date. The Corporation made no assumptions regarding
restrictions on vesting or the likelihood of vesting.

<PAGE>

There is no generally recognized method for valuing stock options. The
requirement that values be included in this table also provides for other
alternative valuation methods, which, if used, would have resulted in
different values. Because the actual value, if any, of the options will
depend on future unpredictable and volatile factors, the future values
realized by the holders may vary significantly from the values estimated by
the Black-Scholes model or other methods. Any future values realized will
ultimately depend upon the excess of the stock price over the exercise price
on the date the option is exercised.

AGGREGATED OPTION/SAR EXERCISES IN 1995 AND OPTION/SAR
VALUES AT DECEMBER 31, 1995
<TABLE>
<CAPTION>
Number of
securities underlying Value of unexercised
unexercised options/SARs in-the-money options/SARs
at 12/31/95 (#) at 12/31/95 ($)
--------------------------------- ----------------------------
NUMBER OF
SECURITIES
UNDERLYING
OPTIONS/SARS VALUE
NAME EXERCISED (#) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
H. L. Fuller 0 $0 469,000 165,000 $10,608,748 $1,917,813
L. D. Thomas 9,880 329,436 243,500 82,500 5,443,499 977,969
W. G. Lowrie 0 0 182,500 72,500 3,989,031 846,719
J. E. Fligg 11,820 323,054 135,500 65,000 2,864,156 757,813
W. D. Ford 23,500 502,919 67,000 65,000 1,079,500 757,813
</TABLE>

CHANGE IN CONTROL ARRANGEMENTS

While Amoco has no special compensatory plans or arrangements with named
executive officers which will result from a change in control of Amoco, or a
change in a named executive officer's responsibilities following a change in
control, the Corporation's restoration plans and its incentive compensation
programs have certain change in control features that protect participants'
rights under such programs. Such features were included in the Corporation's
1991 Incentive Program and were added by amendment to the 1986 Management
Incentive Program, both pursuant to shareholder approval at the 1991 Annual
Meeting of the Corporation. No further awards may be granted under the 1986
Program for the period after December 31, 1991, but awards under that program
remain outstanding.

Awards under the 1991 Incentive Program may take the form of stock options,
stock appreciation rights, restricted stock, performance awards, bonuses, and
share-based and other awards. Stock options, restricted stock, performance
units, bonuses and stock appreciation rights were awarded under the 1986
Program. There are no performance units outstanding.

The following actions take place upon the occurrence of an event of Change in
Control (unless otherwise prohibited by the terms of the 1991 Incentive
Program or the 1986 Program): (1) all stock options and stock appreciation
rights immediately become exercisable; (2) any restriction periods and
restrictions imposed on restricted shares lapse; (3) the target value
attainable under performance awards is deemed to have been fully earned for
the entire performance period (except those awards outstanding for less than
six months); and (4) such other modifications to awards as determined
appropriate by the Compensation and Organization Committee become effective.
Participants in the program shall not be entitled to these rights if the
employee is part of the entity which consummates the Change in Control event.

<PAGE>

A "Change in Control" is deemed to have occurred in the event of any one or
more of the following: (1) any person or group of persons is or becomes the
beneficial owner, directly or indirectly, of 20 percent or more of the
combined voting power of the Corporation's then outstanding securities (such
entity is referred to as an Acquiring Person) and any such entity becoming an
Acquiring Person was not approved by the Board of Directors composed of
Continuing Directors before such entity became an Acquiring Person, (2) the
Board of Directors is no longer comprised of "Continuing Directors," which
are (i) directors as of the effective date of the 1991 Incentive Program who
do not, while serving as directors, become Acquiring Persons and (ii)
directors recommended or approved for nomination for election or election
subsequent to the effective date of the 1991 Incentive Program by two-thirds
of the Continuing Directors and who are not, while serving as directors,
Acquiring Persons, or (3) there occurs a "Business Combination" as defined
under Indiana Code Section 23-1-43-5 (with the terms "resident domestic
corporation" and "interested shareholder" as used in that section being
deemed to refer to the Corporation and to an Acquiring Person, respectively),
that was not approved by the Board of Directors, which was comprised of
Continuing Directors, before the Acquiring Person became an Acquiring Person.

In addition to the foregoing change in control provisions of the 1991
Incentive Program and 1986 Program, there is a similar change in control
definition contained in the Corporation's Restoration Plans Trust Agreement.
This Trust sets forth the terms of a grantor trust for the purpose of
accumulating assets to pay the Corporation's retirement benefit obligations
to participants in the Corporation's existing ERISA and other restoration
plans, as well as retirement benefit obligations under any future plans of a
similar nature which the Corporation desires to fund through such trust. The
plans are currently unfunded. However, under this Trust Agreement, 30 days
after the occurrence of a Change in Control the Corporation is required to
make contributions to fund the Trust unless the Compensation and Organization
Committee, including only Continuing Directors, decides to stay such
contributions.

BOARD COMPENSATION AND ORGANIZATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION

Amoco's Compensation and Organization Committee consists of six non-employee
directors. It is the responsibility of the Committee to oversee and
administer compensation policies and programs for executives, managers, and
other selected salaried employees of the Corporation, including the executive
officers. The Committee's report on executive compensation during 1995
follows.

The broad purposes of the executive compensation program are to reflect the
success and profitability of the Corporation and to provide incentives for
Amoco's executives that create an interest in the Corporation parallel to
that of the shareholders. Attracting and retaining senior and other
executives, who bring valuable experience and skills to the Corporation and
contribute materially to its long-term success, are also important factors
underlying the program and its administration.

Amoco's executive compensation philosophy and strategies are consistent with
its overall compensation philosophy for all employees of the Corporation.
This philosophy supports Amoco's vision of being a pre-eminent global
business enterprise and states that Amoco will provide its employees with
base pay and benefits competitive with leading employers and opportunities to
earn superior compensation through significant variable pay when outstanding
business results are achieved. Thus compensation, including executive
compensation, is linked with Amoco's strategic direction and is intended to
be reflective of short-term and long-term business performance as well as
competitive factors.

In establishing competitive base and variable compensation opportunity
levels, the Committee annually reviews the results of various compensation
surveys in which the Corporation participates. Although Amoco is moving
toward a broader comparison group representative of Fortune 100

<PAGE>

companies, the primary comparison group of companies during 1995 consisted of
a selected group of seven major oil industry competitors: Atlantic Richfield
Company, Chevron Corporation, Exxon Corporation, Mobil Corporation, Texaco
Inc., and the U.S. operations of Royal Dutch Petroleum Company and British
Petroleum Company p.l.c. The primary benchmark for determining
competitiveness was the average or median compensation level among the
selected oil group. A selected group of major non-oil companies was also
used as a secondary source of comparison.

The three principal components of Amoco's executive compensation program are
base salaries, bonuses, and long-term incentives which, in recent years, have
consisted solely of stock option grants.

BASE SALARIES

Competitive base salary levels provide the foundation for the executive
compensation program. As indicated in its overall compensation philosophy,
Amoco has attempted to maintain its base salaries at a level that is
competitive with the average of salaries among the selected oil group.
Annual salary increase budgets and adjustments to the salary program
structure are a result of reviews of the Corporation's competitive
positioning through survey information and are also influenced by general
economic factors. For the years covered by the Summary Compensation Table,
salary increase guidelines for executives were the same as for all other
exempt salaried personnel. Individual salary actions can vary above or below
the general budget guideline based upon individual performance, experience
and competitive considerations.

During 1995, the Corporation adopted a general corporate salary increase
guideline of 2.0 percent. In the case of Mr. Fuller, the Committee
determined his increase through a process which included the Committee's
overall assessment of the Corporation's financial performance, Mr. Fuller's
individual performance, and the results of competitive survey data, which
indicated that Mr. Fuller's salary was somewhat below the average for
comparable positions in the selected oil group. The aggregate base salaries
of the five most highly paid executives also were lower than the average
aggregate base salaries for the similar group in the selected oil group. No
particular formulas or weights were applied to the factors considered in
determining salary increases for Mr. Fuller or the other named executive
officers. The Committee concluded that, viewed within the context of the
total compensation package, a 2.0 percent increase for Mr. Fuller was
appropriate. Considerations relating to individual performance and
competitive positioning were also taken into account with respect to bonuses
and long-term incentive awards, as discussed later in this report.

BONUSES

Bonuses are the short-term element of variable, performance-based
compensation which affords opportunities to earn superior compensation when
outstanding business results are achieved on both an absolute basis and
relative to the selected oil group. Correspondingly, annual bonus levels are
sized to be average for years in which business performance is average and
below average for years in which business performance is below average. In
this way, executives are rewarded in relation to both the annual business
results achieved by the Corporation and its performance relative to
competition.

As indicated in the Summary Compensation Table, the most recent bonuses
disclosed are those paid in 1995 for the 1994 performance year. These
bonuses had not been determined in time for inclusion in last year's Proxy
Statement. Similarly, bonuses for the 1995 performance year have not been
determined in time for inclusion in this Proxy Statement. This is due to the
timing of the Corporation's compensation processes, including the need to
obtain the appropriate data for comparing Amoco's financial performance to
the financial performance of companies in the selected oil group.

<PAGE>

For the 1994 performance year, a component of each executive's target bonus
opportunity was based on criteria used in the broad-based Variable Incentive
Plan ("VIP"), which has been implemented for most employees. In 1994, the
VIP component included financial and strategic measures and targets. The
measure utilized at the corporate level was based on return on capital
employed ("ROCE") relative to the selected oil group, which for these
purposes includes all operations of British Petroleum Company p.l.c. Each of
the three operating companies (now restructured as business groups and
sectors) utilized specific financial performance measures as well as one or
more strategic measures. Amoco Chemical Company's financial measure was
return on assets relative to chemical segments of a selected group of oil
companies, and its strategic measure included specific objectives in such
areas as globalization, commodity broadening, specialty chemical and polymer
conversion, and renewal. Amoco Oil Company's financial measure was ROCE
relative to the U.S. refining/marketing segments of a selected group of oil
companies, and its strategic measure included specific objectives in such
areas as customer satisfaction and employee satisfaction. Amoco Production
Company's financial measure was the annual change in future net cash flow
from proved reserves relative to the exploration and production segments of a
selected group of oil companies, and its strategic measure included specific
objectives in such areas as organizational capability assessment and
continuous team improvement. The operating company measures were weighted 50
percent on the financial measure and 50 percent on the strategic measure,
except for Amoco Production Company which was 60 percent on the financial
measure and 40 percent on the strategic measure. The VIP component of the
bonus, as in the case of VIP plan payouts for non-executive participants, is
calculated solely upon results measured against pre-established goals, with
no adjustments made for individual performance considerations.

For the 1994 performance year, Mr. Fuller's target bonus opportunity was
established at 80 percent of his year-end 1994 salary. Survey information
indicated that this level of opportunity was in line with average target and
actual bonus levels for comparator companies, both oil and non-oil. Actual
bonus awards may be above or below the target bonus opportunity. Thirty
percent (30%) of the target bonus opportunity for Mr. Fuller was based upon
the VIP component. For this component, the corporate performance measure for
Mr. Fuller was given a 75 percent weight and a composite of the results under
the operating companies' measures was given a 25 percent weight. The results
achieved under the corporate measure were slightly below target, and the
results under the operating company composite were also somewhat below
target. The weighted outcomes under these measures resulted in a payout for
Mr. Fuller of $192,601 attributable to the VIP component of the bonus.

The remaining 70 percent of the target bonus opportunity was based on what is
referred to as the Individual Variable Component ("IVC"). The award under
this component to Mr. Fuller was determined by a judgmental process which
took into account specific corporate performance criteria such as net income
and ROCE on both a reported and an operational basis, as well as individual
performance and competitive compensation considerations. Individual
performance considerations included Mr. Fuller's personal leadership in the
implementation of a major corporate restructuring, and continuing efforts to
develop a more balanced worldwide asset base through pursuit of international
growth opportunities. No particular formulas or weights were applied to
these criteria. Based on this assessment process, Mr. Fuller was awarded
$570,000, which was above the target amount for this component.

The sum of the two components ($192,601 for VIP and $570,000 for IVC)
resulted in the total bonus of $762,601 reported for the 1994 performance
year in the Summary Compensation Table, which was somewhat above the total
target bonus opportunity. A similar approach to bonuses paid in 1995 for the
1994 performance year was applied for the other named executive officers.

For the 1995 performance year, 50 percent of the total competitive bonus
opportunity will be based upon results under the VIP component and 50 percent
will be based upon the assessment relating to the IVC component. This
increased emphasis on the VIP component is consistent with

<PAGE>

the Corporation's overall focus on further aligning compensation for all
employees, including executives, with specific business performance measures.

LONG-TERM INCENTIVES

Long-term incentive grants in the form of stock options comprise the
long-term element of variable, performance-based compensation. These awards
are granted through the shareholder-approved 1991 Incentive Program and are
designed to create an employee interest parallel to that of shareholders in
the long-term future success of the Corporation. Stock option grants are
also intended to facilitate the acquisition and ownership of Amoco stock by
executives.

Consistent with competitive practice and Amoco's own historical practice,
stock options are granted on an annual basis at the fair market value on the
date of grant and have a term of 10 years. The size of individual stock
option grants is related to the level of responsibility of eligible employees
and is intended to be near the median value of the long-term incentives
granted by the selected oil group.

The number of shares covered by the stock option grant to Mr. Fuller in 1995
was 115,000. In determining the size of the grant to Mr. Fuller and the
other named executive officers, the Committee took into account the level of
responsibility of each executive and competitive trend data, irrespective of
the number of stock options previously granted to these individuals.

OTHER INFORMATION

The Committee has continued to review and monitor the status of regulations
under Section 162(m) of the Internal Revenue Code which limited the tax
deductibility of certain compensation exceeding $1 million for named
executive officers beginning in 1994. Based on the transition rules in the
regulations, the Committee believes that gains from the exercise of
outstanding stock options or future stock options granted through 1996 will
be exempt from this deduction limitation. In addition, the Committee
believes that the bonus compensation pursuant to the corporate measure under
the VIP component of the bonus program is also exempt from the deduction
limitation under the transition rules. While some portion of compensation
may not qualify as wholly deductible in certain years, any such amount is not
considered material. In an effort to comply with new regulations under
Section 162(m) of the Internal Revenue Code and to insure that future awards
are deductible to the maximum extent possible, the Corporation is asking
shareholders to approve certain amendments to the 1991 Incentive Program
relating to bonuses, stock options and stock appreciation rights to named
executive officers. A description of these amendments is set forth beginning
on page 17 of this Proxy Statement.

R. D. WOOD, CHAIRMAN J. H. BRYAN
D. R. BEALL R. J. FERRIS
R. S. BLOCK F. A. MALJERS

CUMULATIVE TOTAL SHAREHOLDER RETURN FIVE-YEAR COMPARISON

The graph below compares the yearly percentage change in the cumulative total
shareholder return, including dividend reinvestment, on Amoco's common stock
with that of the cumulative total return of Standard & Poor's 500 Stock Index
and a Selected Peer Group of companies for a five-year measurement period
beginning December 31, 1990, and ending December 31, 1995.

COMPARISON OF FIVE-YEAR TOTAL RETURN

<TABLE>
<CAPTION>
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Amoco $100 $ 98 $102 $115 $133 $167

S&P 500 $100 $131 $141 $154 $157 $215

Selected Peer $100 $110 $109 $134 $143 $190
Group
</TABLE>

<PAGE>

[FOOTNOTE TO CUMULATIVE SHAREHOLDER RETURN GRAPH]
Assumes $100 invested on December 31, 1990 in each of Amoco common stock,
the S&P 500 and Selected Peer Group indices. The Selected Peer Group consists
of Atlantic Richfield Company, British Petroleum Company p.l.c., Chevron
Corporation, Exxon Corporation, Mobil Corporation, Royal Dutch/Shell Group, and
Texaco Inc. This group of companies, including selected subsidiary operations
as appropriate, is used by Amoco for certain compensation and performance
comparisons.

RETIREMENT PLAN

Under the Corporation's Retirement Plan, the amount of the annuity an
eligible employee will receive on a single-life basis is determined under an
annuity benefit formula. An eligible married employee receives annuity
payments that continue to cover the surviving spouse, unless the spouse
consents to one of the other alternate options of equivalent actuarial value,
including a lump sum payment. The annuity benefit formula (including a
percentage of Social Security benefits) is calculated at 1 and 2/3 percent
times the employee's years of participation, times average annual earnings
determined from the three highest consecutive calendar years' salaries and
from the three highest consecutive calendar years' bonus awards during the 10
years preceding retirement. The maximum annuity is 60 percent of such
average annual earnings, and years of participation in the plan in excess of
36 do not result in additional benefits. Average annual earnings for
Retirement Plan purposes include salary and bonus where applicable. Salary
and available bonus award information is presented in the Summary
Compensation Table.

The following table shows the annual annuity amounts payable on a single-life
basis for various assumed average annual earnings, calculated under the
annuity benefit formula for the years of participation shown, before
reduction for Social Security benefits. The amounts shown in the table are
payable upon retirement between ages 60 and 65. Age 65 is normal retirement
age. For retirements before age 60, the annual annuity amounts are reduced
as provided in the Plan. At year-end 1995, the following executive officers
had participated in the Retirement Plan for the following numbers of years
rounded to the nearest whole year: H.L. Fuller, 35 years; L.D. Thomas, 38
years; W.G. Lowrie, 30 years; J.E. Fligg, 28 years.; and W.D. Ford, 25
years. The Employee Retirement Income Security Act of 1974, as amended,
limits the benefits payable from qualified retirement plans. For employees
who may be affected by those limits or by bonus deferral, Amoco has adopted
restoration plans to maintain total benefits upon retirement at approximately
the levels shown in the table.

PENSION PLAN TABLE

Years of Participation

Assumed 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS 40 YEARS
Three-Year
Average Annual
Earnings
- -------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>

$ 600,000 $150,003 $200,004 $250,005 $300,006 $350,007 $360,000
800,000 200,004 266,672 333,340 400,008 466,676 480,000
1,000,000 250,005 333,340 416,675 500,010 583,345 600,000
1,200,000 300,006 400,008 500,010 600,012 700,014 720,000
1,400,000 350,007 466,676 583,345 700,014 816,683 840,000
1,600,000 400,008 533,344 666,680 800,016 933,352 960,000
1,800,000 450,009 600,012 750,015 900,018 1,050,021 1,080,000
2,000,000 500,010 666,680 833,350 1,000,020 1,166,690 1,200,000

</TABLE>

<PAGE>

AMENDMENT OF THE 1991 INCENTIVE PROGRAM
The 1991 Incentive Program of Amoco Corporation and its Participating
Subsidiaries (the "Program"), approved by the shareholders in April 1991,
provides for incentive awards to executives and other selected employees.
Under the Internal Revenue Code of 1986, as amended (the "Code"), the
Corporation generally receives a Federal income tax deduction for amounts paid
under the Program. Regulations under Section 162(m) of the Code were revised
in 1995 to allow a deduction for compensation in excess of $1,000,000 paid to
any "Named Executive Officer" (the Chief Executive Officer and the other four
most highly compensated employees subject to this provision in a given year)
only if certain requirements are met.

In an effort to comply with the new regulations under Section 162(m) and to
insure that future awards are deductible to the maximum extent possible, the
Compensation and Organization Committee of the Board of Directors (the
"Committee") has adopted amendments to the Program, subject to shareholder
approval, pertaining to the awards of bonuses, stock options and stock
appreciation rights ("SARs"). In the event that shareholder approval is
received, the Program will be amended and restated (the "Amended Program") as
described below. The following summary is subject to the provisions
contained in the official text.

PROPOSED AMENDMENTS

Under the proposed amendments, the maximum annual bonus award to the Chief
Executive Officer will be no more than 0.15% of the Corporation's adjusted
net income and, for the other Named Executive Officers individually, no more
than 0.10% of adjusted net income, which is the net income of the Corporation
as reported in its annual financial statements, excluding publicly disclosed
unusual or special items. For 1995, 0.15% of adjusted net income for the
Corporation was $3,238,500 and 0.10% was $2,159,000. The Committee will not
have the flexibility to award a Named Executive Officer a bonus in excess of
the maximum amount so determined, but may grant less than that amount. In
determining awards, the Committee will consider appropriate business and
individual performance criteria. The Committee intends to administer the
Amended Program with respect to bonuses for the Named Executive Officers
consistent with criteria and guidelines that it may also establish from time
to time for other executives.

Another proposed amendment to the Program limits to 400,000 the number of
shares underlying stock options granted in any year to any individual,
including Named Executive Officers. The Amended Program will also limit to
400,000 the number of shares related to SARs which can be granted in any year
to any individual, including Named Executive Officers. Other awards under
the Program will not be affected by the proposed amendments, and, except as
proposed to be amended hereby, the Committee will continue to administer the
Amended Program pursuant to its existing terms and conditions. The
amendments to the Program will become effective upon approval by the
shareholders at the 1996 Annual Meeting, and the Amended Program will remain
effective until December 31, 2001, unless terminated earlier by the Board or
the Committee.

GENERAL SUMMARY

Persons eligible for awards under the Program consist of key, managerial and
other salaried employees of the Corporation and its participating
subsidiaries who possess valuable experience and skills and have contributed,
or can be expected to contribute, materially to the success of the
Corporation. With respect to stock option and restricted share awards, the
population of persons eligible for such awards includes substantially all of
the salaried employees of the Corporation and participating subsidiaries
(including executive officers), estimated to include approximately 22,000
employees. It is anticipated that, based on appropriate selection criteria,
approximately 2,700 individuals will actually be awarded stock options or
restricted shares in 1996. With respect to bonus awards, the class of
eligible persons

<PAGE>

consists of approximately 340 executive level employees. The size and
composition of these groups of eligible employees may be different in future
years.

The maximum number of shares of common stock available for awards in each
calendar year during which the Program is in effect is limited to 0.9 percent
of the total issued and outstanding shares of common stock of the Corporation
as of December 31 of the immediately preceding year, which may be adjusted
for changes in capitalization and certain other significant events affecting
the Corporation. The authorized shares may be used for any types of awards,
except that no more than 20,000,000 shares may be issued for incentive stock
options meeting the requirements of Section 422 of the Internal Revenue Code
("Incentive Stock Options"), and no more than 20 percent of the shares may be
issued as restricted shares. Any authorized shares not used in a year are
available for awards in succeeding calendar years. Shares related to awards
that are forfeited, terminated, or expired unexercised are available for
other awards. As of January 31, 1996, 16,605,249 shares were available for
awards, and shares related to outstanding stock options and restricted shares
totaled 9,361,812.

Awards may not be transferred, pledged or assigned by participants, except as
provided in the Program. The Committee administers the Program, determines
the terms and conditions of awards and has the ability to amend or terminate
awards. The Committee or the Board may at any time amend the Program, unless
such amendment would cause noncompliance with applicable laws or is otherwise
prohibited by the Program. A summary of the change in control arrangements
applicable to awards under the Program is set forth on page 12 of this Proxy
Statement.

The closing market price of Amoco common stock reported by the New York Stock
Exchange Composite Transactions for February 27, 1996, was $69.875 per share.

TYPES OF AWARDS

Stock options, SARs, restricted shares, performance awards, bonuses and other
share based and non-share based awards may be granted under the Program.

Stock options issued under the Program may be Incentive Stock Options or
stock options not meeting the requirements of Section 422 of the Internal
Revenue Code ("Non-Qualified Options"). The term and option price per share
for any stock option is determined by the Committee, but the price shall not
be less than 100 percent of the fair market value of Amoco common stock on
the date of the grant. Options may be exercised in part or in full, in cash,
shares or in such other approved manner. Options awarded prior to December
19, 1995, remain exercisable for 1 year and options awarded on or after
December 19, 1995 remain exercisable for 3 years following an employee's
death or the duration of the option term, whichever is shorter, by the
employee's beneficiary or estate. If an employee becomes totally disabled or
retires, exercisable options remain exercisable for the period of time
specified in the award.

The grant of a stock option will not create any tax consequences for the
employee or the Corporation. Upon exercising a Non-Qualified Option, the
employee must recognize compensation income in the amount of the difference
between the option price and the fair market value of the stock on the date
of exercise. The Corporation will be entitled to a deduction equal to the
amount of compensation income recognized by the employee. In the case of an
Incentive Stock Option, although no compensation income is recognized upon
exercise, the excess of the fair market value on the date of exercise over
the option price is treated as an adjustment for alternative minimum tax
purposes. The employee's tax treatment upon the disposition of shares
acquired by the exercise of an option depends on how long the shares have
been held and whether such shares were acquired by exercising an Incentive
Stock Option or a Non-Qualified Option. The Corporation will not be entitled
to a deduction in connection with a disposition of option shares, except in
the case of a disposition of shares acquired under an Incentive Stock Option
before the applicable Incentive Stock Option holding periods have been
satisfied.

<PAGE>

SARs may be issued in tandem with or independent of stock options. The value
of SARs is determined relative to appreciation over time in the value of the
Corporation's common stock. The holder of a tandem SAR is entitiled to
receive the number of shares of common stock or cash, at the discretion of
the Committee, equal in value to the amount by which the fair market value of
common stock at the date of exercise of the SAR exceeds the price at which
the related option was issued. Upon exercise of an SAR, any tandem stock
option will terminate. Tandem SARs will terminate upon exercise of
associated stock options. Restricted shares are shares of common stock which
have certain restrictions attached to their ownership. Until all restrictions
are released, the Corporation maintains control over the restricted shares,
but the employee may vote and receive dividends on the shares. Upon
satisfaction of the conditions of award, or upon death, total disability, or
involuntary retirement, the restrictions on the shares are released.
Performance awards, which may include units or shares, may be based upon the
performance of the Corporation and/or the individual performance of an
employee. The Committee determines aggregate bonus expenditures for each
year, based on the financial performance of the Corporation, competitive
compensation, and other considerations. Bonuses may be made in cash, shares,
share units or other forms.

1991 INCENTIVE PROGRAM TABLE

The following table sets forth bonuses, stock options, and restricted share
awards made under the Program during 1995. No SARs, performance units or
shares, or other awards were granted during 1995. Information in the Bonus
column below represents awards determined for the 1994 performance year and
paid in 1995. The proposed amendments would have had no effect on these
awards. For Named Executive Officers the salary and bonus information in
the table below is duplicative of that set forth in the Summary Compensation
Table (see page 11).

1991 INCENTIVE PROGRAM AWARDS DURING 1995
<TABLE>
<CAPTION>

NAME BONUS ($) STOCK OPTIONS (#) RESTRICTED SHARES (#)
- ------------------------------------------------------ -------------- ------------------- ---------------------
<S> <C> <C> <C>
H. L. Fuller $762,601 115,000 0
L. D. Thomas 402,284 55,000 0
W. G. Lowrie 309,218 50,000 0
J. E. Fligg 313,609 45,000 0
W. D. Ford 263,374 45,000 0
All executive officers as a group 3,446,432 473,000 41,000
All employees as a group (excluding executive officers) 16,253,766 1,809,019 106,930
</TABLE>

RECOMMENDATION OF THE BOARD

RESOLVED, That the amendments to the 1991 Incentive Program of Amoco
Corporation and its Participating Subsidiaries, as described in this Proxy
Statement for the 1996 Annual Meeting of the Corporation, under which awards
of bonuses, stock options and stock appreciation rights shall be made
pursuant to program provisions intended to comply with the requirements of
Section 162(m) of the Internal Revenue Code of 1986, as amended, are hereby
approved, and the Board, Compensation and Organization Committee, and proper
officers of this Corporation are authorized and directed to take all

<PAGE>

steps and to do all acts which in their judgment are deemed necessary or
proper to implement such amendments.

APPOINTMENT OF INDEPENDENT ACCOUNTANTS

Upon the recommendation of the Board Audit Committee, the Board has appointed
Price Waterhouse LLP, Certified Public Accountants, ("Price Waterhouse") as
independent accountants of Amoco and its subsidiaries for 1996. Price
Waterhouse has served Amoco and its subsidiaries as independent accountants
for many years. It is knowledgeable about Amoco's operations and accounting
practices and is well-qualified to act in the capacity of independent
accountants.

In formulating its recommendation to the Board, the Audit Committee reviewed
Price Waterhouse's performance in prior years along with its reputation for
integrity and overall competence in accounting and auditing.

In addition to audit services relating to the Corporation's consolidated
financial statements and various governmental reporting requirements, Price
Waterhouse performs some non-audit services for Amoco. The Board and the
Audit Committee believe that these non-audit services have no effect on the
independence of that firm in performing its auditing responsibilities.

The scope, timing and fees applicable to the audit of Amoco's consolidated
financial statements are reviewed and approved by the Audit Committee before
the services are provided. Other services are not normally approved by the
Audit Committee or the Board beforehand, but they are subsequently reviewed
by the Audit Committee. Representatives of Price Waterhouse, as in past
years, will be present at the Annual Meeting and will be available to make a
statement if they wish and to respond to appropriate questions from
shareholders.

RECOMMENDATION OF THE BOARD

The Board of Directors recommends a vote FOR the following resolution, to be
presented for a vote of the shareholders at the Annual Meeting. The
affirmative vote of a majority of shares voting on this resolution is
required for its adoption. In view of the difficulty and expense involved in
changing independent accountants on short notice, if the appointment is not
approved it is contemplated that the appointment for 1996 will be permitted
to stand unless the Board finds other compelling reasons for making a change.
Disapproval of the resolution will be considered as advice to the Board to
select other independent accountants for the following year.

RESOLVED, That the shareholders concur in the appointment, by the Board of
Directors, of Price Waterhouse to serve as independent accountants of the
Corporation and its subsidiaries for 1996.

GENERAL AND OTHER MATTERS

Shareholder proposals submitted for inclusion in the proxy statement for the
1997 Annual Meeting must comply with the requirements of the Securities and
Exchange Commission and be received not later than November 11, 1996, at the
Corporation's executive offices:

Attention: Corporate Secretary, Mail Code 2101A
200 East Randolph Drive, Chicago, IL 60601

Any proposal to be presented for action at an Annual Meeting must be submitted
to the Chairman or Corporate Secretary at least 60 days prior to the meeting
date. A shareholder proposal generally will be voted on only if the shareholder
or the shareholder's representative attends the Annual Meeting and presents the
proposal.

<PAGE>

As of the date of this Proxy Statement, the above is the only business known
to management to be acted upon at this meeting. However, if other matters
should properly come before the meeting, the persons specified by the Board
of Directors in the enclosed proxy intend to vote in accordance with their
best judgment.

By order of the Board of Directors,

Patricia A. Brandin
Corporate Secretary

Printed on recycled paper

23
<PAGE>
APPENDIX TO AMOCO CORPORATION 1996 PROXY STATEMENT
March 11, 1996
DESCRIPTION OF GRAPHICS OMITTED FROM EDGAR SUBMISSION

On page 4 are three photographs of nominees for director, placed in the
following order, reading top to bottom.

1. Photograph of Donald R. Beall, page 4 of printed proxy.

2. Photograph of Richard J. Ferris, page 4 of printed proxy.

3. Photograph of William G. Lowrie, page 4 of printed proxy.

On page 5 are three photographs of nominees for director, placed in the
following order, reading top to bottom.

4. Photograph of Floris A. Maljers, page 5 of printed proxy.

5. Photograph of Robert H. Malott, page 5 of printed proxy.

6. Photograph of Arthur C. Martinez, page 5 of printed proxy.

On page 6 are three photographs of continuing directors, placed in the following
order, reading top to bottom.

7. Photograph of Ruth S. Block, page 6 of printed proxy.

8. Photograph of John H. Bryan, page 6 of printed proxy.

9. Photograph of Erroll B. Davis, Jr., page 6 of printed proxy.

On page 7 are three photographs of continuing directors, placed in the following
order, reading top to bottom.

10. Photograph of H. Laurance Fuller, page 7 of printed proxy.

11. Photograph of Walter E. Massey, page 7 of printed proxy.

12. Photograph of Martha R. Seger, page 7 of printed proxy.

On page 8 are two photographs of continuing directors, placed in the following
order, reading top to bottom.

13. Photograph of Michael H. Wilson, page 8 of printed proxy.

14. Photograph of Richard D. Wood, page 8 of printed proxy.
<PAGE>
APPENDIX TO AMOCO CORPORATION
1996 PROXY STATEMENT
MARCH 11, 1996
1991 INCENTIVE PROGRAM OF
AMOCO CORPORATION AND ITS PARTICIPATING SUBSIDIARIES
(AS APPROVED APRIL 23, 1991)*

1. PURPOSE AND EFFECTIVE DATE

The purpose of this 1991 Incentive Program of Amoco Corporation and its
Participating Subsidiaries is to further the interests of Amoco Corporation, an
Indiana corporation, its participating subsidiaries and its shareholders by
providing incentives in the form of awards to employees who contribute
materially to the success and profitability of the Corporation and such
subsidiaries. Such awards will recognize and reward outstanding performances
and individual contributions and give key, managerial and other salaried
employees who possess valuable experience and skills, an interest in the
Corporation parallel to that of the shareholders, thus enhancing the proprietary
and personal interest of such employees in the Corporation's continued success
and progress. This Program will also enable the Corporation and its
subsidiaries to attract and retain such employees.

This Program shall become effective upon its approval by the Corporation's
shareholders on April 23, 1991 and remain effective until December 31, 2001,
subject to the ability of the Board of Directors and the Compensation and
Organization Committee to terminate this Program as provided in Section 14.1.

2. DEFINITIONS

As used in this Program:

(1) "Adjusted Net Income" means the net income of the Corporation as
reported in the Corporation's annual financial statements adjusted to exclude
publicly disclosed unusual or special items affecting reported net income.

(2) "Award" means the grant of any form of Option, Stock Appreciation Right,
Performance Award, Restricted Share, Bonus, or any other form of Share based or
non-Share based Award granted pursuant to this Program.

(3) "Award Agreement" means a written agreement between the Corporation and
a Participant that sets forth the terms, conditions and limitations applicable
to an Award.

(4) "Beneficiary" means a person or persons designated by a Participant to
receive, in the event of death, any unpaid portion of an Award held by the
Participant. Any Participant may, subject to such limitations as may be
prescribed by the Committee, designate one or more persons primarily or
contingently as beneficiaries in writing upon forms supplied by and delivered to
the Corporation, and may revoke such designations in writing. If a Participant
fails effectively to designate a beneficiary, then the Participant's estate
shall be deemed to be the Participant's beneficiary.
- -------------------
* As proposed to be amended effective upon shareholder approval, April 23,
1996.

<PAGE>

(5) "Board" means the Board of Directors of the Corporation.

(6) "Bonus" means any payment under Section 7.

(7) "Change in Control" has the meaning set forth in Section 9.

(8) "Chief Executive Officer" means the Employee of the Corporation serving
in such capacity.

(9) "Code" means the Internal Revenue Code of 1986, as amended and in effect
from time to time, or any successor statute.

(10) "Committee" means the Compensation and Organization Committee of the
Corporation or any successor committee with substantially the same
responsibilities.

(11) "Corporation" means Amoco Corporation, an Indiana corporation, or any
successor corporation.

(12) "Employee" means any individual who is a salaried employee on the
payroll of the Corporation or any Participating Subsidiary.

(13) "Exchange Act" means the Securities Exchange Act of 1934, as amended and
in effect from time to time, or any successor statute.

(14) "Fair Market Value Per Share" in reference to the common stock of the
Corporation means (i) the average of the reported highest and lowest sale prices
per share of such stock as reported on the New York Stock Exchange on the date
as of which determination is to be made, or (ii) in the absence of reported
sales on that date, the average of such reported highest and lowest sale prices
per share on the next preceding date on which reported sales occurred.

(15) "Named Executive Officer" means an Employee as described in Section
162(m)(3) of the Code for the year an Award is granted.

(16) "Option" means an Award to purchase Shares granted pursuant to Section
6.1, and includes Incentive Stock Options and Non-Qualified Options, as such
terms are defined in Section 6.1.

(17) "Participant" means any Employee who is granted an Award under this
Program.

2
<PAGE>

(18) "Participating Subsidiary" means a subsidiary of the Corporation, more
than 50% of the aggregate outstanding voting shares of all outstanding classes
and series of which are beneficially owned, directly or indirectly, by the
Corporation, and one or more Employees of which are Participants, or are
eligible for Awards, pursuant to this Program.

(19) "Performance Award" has the meaning described in Section 6.4.

(20) "Program" means this 1991 Incentive Program of Amoco Corporation and
its Participating Subsidiaries as it may be amended from time to time.

(21) "Restricted Shares" means Shares, which have certain restrictions
attached to the ownership thereof, which may be issued under Section 6.3.

(22) "Retirement" means termination of a Participant's employment with the
Corporation or a Participating Subsidiary by retirement under the normal,
mandatory, and applicable age plus service or other provision of the applicable
retirement plan of the Corporation or a Participating Subsidiary.

(23) "Rule 16b-3" has the meaning described in Section 3.1.

(24) "Shares" mean shares of common stock of the Corporation.

(25) "Share Unit" means the right to receive a payment equivalent in value
to one Share on the date of payment.

(26) "Stock Appreciation Right" means a right, the value of which is
determined relative to the appreciation in value of Shares, which may be issued
under Section 6.2.

(27) "Totally Disabled" means solely because of disease or injury, a
Participant is deemed by a qualified physician selected by the Corporation to be
unable to work at any reasonable occupation. "Reasonable occupation" means any
gainful activity for which the Participant is, or may reasonably become, fitted
by education, training or experience, but shall not mean any activity if it is
in connection with an approved rehabilitation program. Notwithstanding the
foregoing, a Participant shall not be deemed Totally Disabled if the cause of
disability was contributed to or resulted from: (i) intentionally self-inflicted
injuries; (ii) drug addiction; (iii) insurrection, rebellion, participation in a
riot or civil commotion; or (iv) commission by the Participant of an assault,
battery or felony.

3
<PAGE>

3. ADMINISTRATION

3.1 COMPENSATION AND ORGANIZATION COMMITTEE

(a) This Program shall be administered by the Committee, which shall be
appointed by the Board. The Committee shall consist of not less than a
sufficient number of disinterested members of the Board so as to qualify the
Committee to administer this Program as contemplated by Rule 16b-3 promulgated
by the Securities and Exchange Commission as now in force or as such regulation
or successor regulation shall be hereafter amended ("Rule 16b-3") and as
contemplated under Section 162(m) of the Code. The Board may remove members
from or add members to the Committee. Vacancies on the Committee shall be
filled by the Board.

(b) To the extent permitted by Section 14.3, the Committee is authorized to
(i) determine which Employees shall be Participants in the Program and which
Awards shall be granted to Participants, (ii) establish, amend and rescind
rules, regulations and guidelines relating to this Program as it deems
appropriate, (iii) interpret and administer this Program, Awards and Award
Agreements, (iv) establish, modify and terminate terms and conditions of Award
Agreements, (v) grant waivers and accelerations of Program, Award and Award
Agreement restrictions and (vi) take any other action necessary for the proper
administration and operation of the Program, all of which shall be executed in
accordance with the objectives of this Program.

(c) The Committee may designate persons and entities other than its members,
including but not limited to, the Human Resources Committee of the Corporation,
any successor committee, the Chief Executive Officer, and the Vice President of
Human Resources, to carry out any of its responsibilities under and described in
this Program, under such conditions or limitations as the Committee may
establish, other than its authority with regard to Participants who are subject
to Section 16 of the Exchange Act.

3.2 EFFECT OF DETERMINATIONS

Determinations of the Committee and its designees shall be final, binding and
conclusive on the Corporation, its Participating Subsidiaries, shareholders,
Employees and Participants. No member of the Committee or any of its designees
shall be personally liable for any action or determination made in good faith
with respect to this Program, any Award, or any Award Agreement.

4. ELIGIBILITY

Persons eligible for Awards under this Program shall consist of key,
managerial and other Employees who possess valuable experience and skills and
have contributed, or can be expected to contribute, materially to the success of
the Corporation. The Committee shall determine which Employees shall be
Participants, the types of Awards

4
<PAGE>

to be made to Participants and the terms, conditions and limitations applicable
to the Awards.

5. SHARES SUBJECT TO THIS PROGRAM

5.1 MAXIMUM NUMBER OF SHARES

The maximum number of Shares available for Awards under this Program in each
calendar year during any part of which this Program shall be in effect shall be
nine tenths of one percent (0.9%) of the total issued and outstanding Shares as
of December 31 of the immediately preceding year, subject to Section 8 of this
Program. Any and all such Shares may be issued in respect of any of the types
of Awards; provided, however that no more than twenty million (20,000,000)
Shares shall be issued with respect to Incentive Stock Options, and provided,
further, that no more than twenty percent (20%) of the Shares available for
Awards under this Program shall be issued in respect of Restricted Shares.

Notwithstanding the immediately preceding paragraph, any Participant,
including any Named Executive Officer, shall be limited to a maximum annual
aggregate award (a) under Section 6.1 of no more than 400,000 Shares underlying
an Option Award and (b) under Section 6.2 of no more than 400,000 Shares or
Share Units related to a Stock Appreciation Right Award.

5.2 SHARE ACCOUNTING

Shares related to Awards that are forfeited, terminated, expired unexercised,
exchanged, settled in cash in lieu of Shares or settled in such other manner so
that a portion or all of the Shares included in an Award are not issued to a
Participant shall be available for other Awards. Any Shares not so used, and
any unused Shares of the nine tenths of one percent (0.9%) limit described in
Section 5.1 in any calendar year, shall be available for Awards in succeeding
calendar years. Shares issued under this Program shall be authorized and
unissued Shares or Shares reacquired by the Corporation, as determined by the
Committee. No fractional Shares shall be issued under this Program.

6. AWARDS

Awards may include, but are not limited to, those described in this Section
6. Awards may be granted singly, in combination, or in tandem with other Awards.
Subject to the other provisions of this Program, Awards may also be made in
combination or in tandem with, in replacement of, or as alternatives to, grants
or rights under this Program and any other employee plan of the Corporation,
including any plan of any acquired entity. Subject to the terms of the Awards
described in this Section 6 and the related Award Agreement, the form of payment
for Awards may be in cash, in Shares, in Share Units, or such other form as
determined by the Committee, and may

5
<PAGE>

be made partly in one form and partly in one or more other forms, all as
determined by the Committee. Except as otherwise provided in this Program,
Awards shall be evidenced by Award Agreements, the terms of which may be amended
or accelerated by the Committee following the grant of any Award and need not be
uniform among Participants. Except as otherwise provided in this Program,
Awards shall be granted for such minimum consideration as is required by
applicable law, rules and regulations, including without limitation, the then
applicable Rule 16b-3, and such additional consideration, if any, as may be
determined by the Committee.

Notwithstanding anything contained in this Program, if required by the then
applicable Rule 16b-3 or any successor provision, any "equity security" awarded
pursuant to this Program to any Participant who is subject to Section 16 of the
Exchange Act must be held by the Participant for at least six (6) months after
the award thereof. In addition, if required by the then applicable Rule 16b-3
or any successor provision, with respect to any Participant who is subject to
Section 16 of the Exchange Act, at least six (6) months must elapse from the
date of acquisition of a "derivative security" hereunder to the date of
disposition of such "derivative security" (other than upon exercise or
conversion) or its underlying equity security. The terms "equity security" and
"derivative security" shall have the meanings described in the then applicable
Rule 16b-3.

6.1 OPTIONS

Options may be granted under this Program from time to time. If Options are
granted they shall be upon the following terms and conditions and such
additional terms and conditions, not inconsistent with the express provisions of
this Program, as the Committee in its discretion shall deem desirable:

(a) Options granted to Employees may be either of a type that meets the
requirements of incentive stock options, as defined in Section 422 of the Code
("Incentive Stock Options"), or of a type or types that do not meet such
requirements ("Non-Qualified Options"), if otherwise consistent with the
provisions of this Program.

(b) The option price per Share for all Options shall be that recommended by
the Committee, but it shall not be less than one hundred percent (100%) of the
Fair Market Value Per Share on the date the Option is granted.

(c) Award Agreements for Options shall conform to the requirements of this
Program, and may contain such other provisions as the Committee shall deem
advisable; provided, however, that if an Option is designated as an Incentive
Stock Option the terms of the Award Agreement shall be in conformance with the
statutory requirements for an Incentive Stock Option as specified in the Code.

(d) Award Agreements for Options shall specify when an Option may be
exercisable. An Option may be exercised, in whole or in part, by giving written
notice of

6
<PAGE>

exercise to the Corporation specifying the number of Shares to be purchased.
Shares purchased upon exercise of an Option shall be paid for in full at the
time the Option is exercised in cash or in Shares. Payment may also be made in
any other manner or form approved by the Committee, consistent with applicable
law, regulations and rules.

(e) A holder of an Option shall have no rights as a shareholder with respect
to any Shares covered by such Option unless and until the date of the issuance
of the stock certificate for such Shares.

(f) (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 exercisable 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.

(ii) Following the death of a Participant, the Committee may at its
discretion, upon the request of such Participant's Beneficiary who holds an
exercisable Option and in consideration of the surrender of such Option, pay
the amount by which the Fair Market Value Per Share on the date of such
request shall exceed the Option price per Share multiplied by the number of
Shares as to which the request was made.

(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 exercisable 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 exercisable 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.

6.2 STOCK APPRECIATION RIGHTS

Stock Appreciation Rights may be granted under this Program from time to
time. If Stock Appreciation Rights are granted they shall be upon the following
terms and conditions, and such additional terms and conditions, not inconsistent
with the express provisions of this Program, as the Committee in its discretion
shall deem desirable:

7
<PAGE>

(a) A Stock Appreciation Right may be granted in tandem with part or all of,
in addition to, or completely independent of, an Option or any other Award under
this Program. A Stock Appreciation Right issued in tandem with an Option may be
granted at the time of grant of the related Option or at any time thereafter
during the term of the Option.

(b) Award Agreements for Stock Appreciation Rights shall conform to the
requirements of this Program and may contain such other provisions (including
but not limited to, the permitted form of payment for the exercise of the Stock
Appreciation Right, the requirement of employment for designated periods of time
prior to exercise and the ability of the Committee to revoke Stock Appreciation
Rights which are issued in tandem with Options without compensation to the
Participant) as the Committee shall deem advisable.

(i) Stock Appreciation Rights shall be exercisable at such time or times
and to the extent, but only to the extent, that the Option to which they
relate shall be exercisable.

(ii) Upon exercise of Stock Appreciation Rights the holder thereof shall
be entitled to receive a number of Shares equal in aggregate value to the
amount by which the Fair Market Value Per Share on the date of such exercise
shall exceed the option price per Share of the related Option, multiplied by
the number of Shares in respect of which the Stock Appreciation Rights shall
have been exercised.

(iii) All or any part of the obligation arising out of an exercise of
Stock Appreciation Rights may, at the discretion of the Committee, be settled
by the payment of cash equal to the aggregate value of the Shares (or a
fraction of a Share) that would otherwise be delivered under the Section 6.2
(c) (ii).

(iv) Upon exercise of Stock Appreciation Rights the Participant shall
surrender to the Corporation the unexercised tandem Options.

(v) Stock Appreciations Rights issued in tandem with Options shall
automatically terminate upon the exercise of such Options.

6.3 RESTRICTED SHARES

Awards of Restricted Shares may be granted under this Program from time to
time. If Awards of Restricted Shares are granted they shall be upon the
following terms and conditions and such additional terms and conditions, not
inconsistent with the express provisions of this Program, as the Committee in
its discretion shall deem desirable:

8
<PAGE>

(a) Restricted Shares are Shares which are subject to such terms, conditions
and restrictions as the Committee deems appropriate, which may include
restrictions upon the sale, assignment, transfer or other disposition of the
Restricted Shares and the requirement of forfeiture of the Restricted Shares
upon termination of employment under certain specified conditions. The
Committee may condition the lapsing of restrictions on part or all of an Award
of Restricted Shares upon the attainment of specific performance goals or such
other factors as the Committee may determine. Awards of Restricted Shares may
be granted for no cash consideration or for such minimum consideration as may be
required by applicable law.

(b) Award Agreements for Restricted Shares shall conform to the requirements
of this Program, and may contain such other terms and conditions (including but
not limited to, a description of a period during which the Participant may not
transfer the Restricted Shares and limits on encumbering the Restricted Shares
during such period) as the Committee shall deem desirable. To the extent
permitted by Section 14.3 hereof, the Committee may provide for the lapse of any
such term or condition in installments and may accelerate or waive any such term
or condition in whole or in part, based on service, performance and/or such
other factors or criteria as the Committee may determine.

(c) Award Agreements for Restricted Shares shall provide that the stock
certificates representing Restricted Shares shall be legended, that the stock
certificates shall be held by a custodian, or that there be other mechanisms for
maintaining control by the Corporation of the Restricted Shares until the
restrictions thereon are no longer in effect. After the lapse, waiver or
release of the restrictions imposed pursuant to the Award Agreement on any
Restricted Shares, the Corporation shall cause to be issued in the Participant's
name a stock certificate evidencing the Restricted Shares with respect to which
the restrictions have lapsed or been waived or released, free of any legend, and
shall cause such stock certificate to be delivered to the Participant.

(d) Except as otherwise provided in this Program or in the Award Agreement,
the Participant shall have, with respect to Awards of Restricted Shares, all of
the rights of a shareholder of the Corporation, including the right to vote the
Restricted Shares and the right to receive any cash or stock dividends on such
Restricted Shares. The Committee may provide that the payment of cash dividends
shall or may be deferred. Any reinvestment of deferred cash dividends shall be
as determined by the Committee. Stock dividends issued with respect to
Restricted Shares shall be Restricted Shares and shall be subject to the same
terms, conditions and restrictions that apply to the Restricted Shares with
respect to which such dividends are issued. Any additional Shares issued with
respect to cash or stock dividends shall not be counted against the maximum
number of Shares for which Awards may be granted under this Program as set forth
in Section 5.

(e) If the employment of a Participant is terminated prior to the lapse of
restrictions on Restricted Shares because the Participant dies, becomes Totally
Disabled or

9
<PAGE>

Retires involuntarily, the restrictions on all Restricted Shares awarded to a
Participant shall lapse on the date of such termination.

6.4 PERFORMANCE AWARDS

Performance Awards may be granted under this Program from time to time. If
Performance Awards are granted they shall be upon the following terms and
conditions and such additional terms and conditions, not inconsistent with the
express provisions of this Program, as the Committee in its discretion shall
deem advisable:

(a) Performance Awards are Awards which are based upon the performance of
all or a portion of the Corporation and/or its Participating Subsidiaries or
which are based upon the individual performance of a Participant. Performance
Awards may be in the form of performance units, performance shares and such
other forms of Performance Awards which the Committee shall determine to be
desirable. Performance Awards are Awards which are granted to Participants
contingent upon (i) the future performance of all or a portion of the
Corporation and/or one or more Participating Subsidiaries, which may include,
without limitation, performance relative to a group of companies in the same or
related industries, achievement of specific business objectives, attainment of
certain growth rates, profitability goals and such other measurements as the
Committee determines to be appropriate, (ii) the future performance of a
Participant, which may include, without limitation, attainment of specified
goals and objectives and such other measurements as the Committee determines to
be appropriate, (iii) the future performance of a combination of all or a
portion of the Corporation and/or one or more Participating Subsidiaries and a
Participant, or (iv) such other measurements and criteria as may be considered
appropriate by the Committee. Performance Awards may contain multiple
performance measurements.

(b) Award Agreements for Performance Awards shall conform to the
requirements of this Program and may contain such other terms and conditions
(including but not limited to, applicable performance measurements, a
description of whether performance measurements are to be used singly or in
combination, a description of whether different performance measurements may be
used for different performance periods, the length of performance periods, the
ability of the Committee to amend and adjust measurements, payouts and
performance periods of Performance Awards and any requirements of employment
during performance periods) as the Committee shall deem desirable.

(c) Award Agreements for Performance Awards shall provide for a required
minimum period of continuous employment during a performance period of a
Performance Award. If such minimum period of continuous employment shall have
elapsed, the Award Agreement may provide, or the Committee may determine, the
portion of the payment of the Performance Award which the Participant or the
Participant's Beneficiary, as applicable, is to receive at the end of the
performance period.

10
<PAGE>

6.5 OTHER AWARDS

The Committee may grant other Share based Awards under this Program,
including without limitation, those Awards pursuant to which Shares are or may
in the future be acquired, Awards denominated in Share Units, securities
convertible into Shares and dividend equivalents. The Committee shall determine
the terms and conditions of such other Share based Awards. Shares issued in
connection with such other Share based Awards shall be issued for such minimum
consideration as shall be required by applicable law, rules and regulations,
including the then applicable Rule 16b-3, and such additional consideration, if
any, as may be determined by the Committee.

The Committee may also grant other non-Share based Awards under this Program
and shall determine the terms and conditions of such other non-Share based
Awards. The Committee may grant such other Share based Awards and non-Share
based Awards in tandem or combination with other Awards or each other, in
exchange of other Awards, or in tandem or combination with, or as alternatives
to grants or rights under any other employee plan of the Corporation, including
any plan of any acquired entity. The Committee shall have the authority to
determine the Participants for such Awards and all other terms and conditions of
such other Awards. No amendment of this Program is required for the creation of
another type of Award.

7. BONUSES

7.1 DETERMINATION OF BONUSES

Bonuses may be granted under this Program from time to time. The amount of
Bonuses which may be awarded shall be as determined by the Committee. The
Committee may establish a basis upon which aggregate Bonus expenditures for any
year shall be determined, which may include measurements of financial
performance of the Corporation and/or one or more of its Participating
Subsidiaries, relative performance of the Corporation and/or any one or more of
its Participating Subsidiaries within the same or related industries,
competitive compensation considerations and other measurements and criteria.

In the case of Named Executive Officers, the maximum annual individual Bonus
Award to the Chief Executive Officer shall be limited to an amount no greater
than 0.15% of Adjusted Net Income and for the other Named Executive Officers, an
amount no greater than 0.10% of Adjusted Net Income.

The Committee in its sole discretion may, but shall not be required to,
reduce the amount of, or not grant a Bonus Award that could otherwise be granted
based upon such considerations as it deems appropriate.

11
<PAGE>

7.2 FORM AND TIME OF PAYMENT OF BONUSES

(a) Each Bonus may be made at the discretion of the Committee either in
cash, in Shares, in Share Units, or in another form as determined by the
Committee and may be made partly in one form and partly in one or more other
forms. In the case of an Award of a Bonus in Shares or Share Units, the number
shall be determined by using the Fair Market Value Per Share on the date of the
Award of the Bonus.

(b) The payment of any Bonus shall be subject to such obligations or
conditions as the Committee may specify in making or recommending the Award of
the Bonus, but Bonuses need not be evidenced by Award Agreements.

(c) When payment of all or part of a Bonus is deferred in the form of Shares
or Share Units, the account of the Participant to whom the Bonus was made will
be credited with an amount per Share equal to the dividends payable on each
issued and outstanding Share ("dividend equivalents"). Amounts thus credited
shall, in the discretion of the Committee, either:

(i) be paid in cash as and when each such credit shall be made, or

(ii) be credited in Shares or Share Units, with the number determined by
using the Fair Market Value Per Share on the date of the dividend payment and
delivered in such form and at such time or times as may be determined by the
Committee.

(d) When payment of all or part of a Bonus is deferred in cash, the
Committee may provide that the account of the Participant to whom the Bonus was
made shall be credited with amounts equivalent to interest ("interest
equivalents"). Amounts thus credited shall be at the rate determined by the
Committee.

(e) Any Bonus payable in Shares may, in the discretion of the Committee, be
paid in cash, on each date on which payment in Shares would otherwise have been
made, in an amount equal to the Fair Market Value Per Share on each such date,
multiplied by the number of Shares which would otherwise have been paid on such
date.

(f) Bonuses may be awarded in Share Units in accordance with the following
terms and conditions and such other terms and conditions as the Committee may
impose:

(i) The number of Share Units awarded with respect to any Bonus shall be
the number determined by using the Fair Market Value Per Share on the date of
the Award of the Bonus.

(ii) Any Bonus made in Share Units may, in the discretion or on the
recommendation of the Committee, be paid in Shares on each date on which
payment in cash would otherwise be made.

12
<PAGE>

(g) In lieu of the foregoing forms of payment of Bonuses, the Committee may
specify or recommend any other form of payment which it determines to be of
substantially equivalent economic value to the cash value of the Bonus
including, without limitation, forms involving payments to a trust or trusts for
the benefit of one or more Participants.

(h) Each payment of a Bonus that is to be made in cash shall be from the
general funds of the Corporation or the Participating Subsidiary making the
payment.

(i) In the event of the death of a Participant to whom a Bonus is to be or
shall have been made, the Bonus or any portion thereof remaining unpaid shall be
paid to such Participant's Beneficiary either in the manner in which payment
would have been made had the Participant not died or in such other manner as may
be determined by the Committee.

8. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

Subject to any required action by the Corporation's shareholders, in the
event of a reorganization, recapitalization, stock split, stock dividend,
exchange of Shares, combination of Shares, merger, consolidation or any other
change in corporate structure of the Corporation affecting the Shares, or in the
event of a sale by the Corporation of all or a significant part of its assets,
or any distribution to its shareholders other than a normal cash dividend, the
Committee may make appropriate adjustment in the number, kind, price and value
of Shares authorized by this Program and any adjustments to outstanding Awards
as it determines appropriate so as to prevent dilution or enlargement of rights.

9. CHANGE IN CONTROL

9.1 DEFINITION OF CHANGE IN CONTROL

A "Change in Control" shall be deemed to have occurred if any one or more of
the events described in paragraphs (a), (b) or (c) below occurs:

(a) Any "person," as such term is used in Sections 13(d) and 14(d) of the
Exchange Act (including any group of persons with which any person [or its
affiliates or associates, as such terms are defined in Rule 12b-2 under the
Exchange Act, of such person] has any agreement, arrangement or understanding,
oral or written, regarding the acquiring, holding, voting or disposing of any of
the Corporation's securities, but excluding a trustee or other fiduciary holding
securities under an employee benefit plan of the Corporation) (i) is or becomes
the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Corporation representing twenty
percent (20%) or more of the combined voting power of the Corporation's then
outstanding securities (hereinafter referred to as an "Acquiring Person"), and
(ii) any such person becoming an Acquiring Person was not approved by

13
<PAGE>

the Board of Directors of the Corporation which was composed of "Continuing
Directors," as that term is defined below in (b), before the person became an
Acquiring Person; or

(b) The Board of Directors is no longer comprised of "Continuing Directors"
(which for purposes of this Program shall mean (i) any person who is a director
prior to the effective date of this Program and who is not, while serving as a
director, an Acquiring Person (or a representative, affiliate or associate
thereof), or (ii) any person whose nomination for election, or election, to the
Board of Directors subsequent to the date of this Program is recommended or
approved by at least two-thirds of Continuing Directors and who is not, while
serving as a director, an Acquiring Person (or a representative, affiliate or
associate thereof) ); or

(c) There occurs a "Business Combination," as that term is defined as of the
effective date of this Program in INDIANA CODE Section 23-1-43-5 (with the terms
"resident domestic corporation" and "interested shareholder" as used in that
Section being deemed to refer to the Corporation and to an Acquiring Person,
respectively), that was not approved by the Board of Directors of the
Corporation, which was comprised of Continuing Directors, before the Acquiring
Person became an Acquiring Person.

However, in no event shall a Change in Control be deemed to have occurred,
with respect to a Participant, if that Participant is part of an Acquiring
Person which consummates the Change in Control transaction. A Participant shall
be deemed "part of an Acquiring Person" for purposes of the preceding sentence
if the Participant is an equity participant or has agreed to become an equity
participant in the Acquiring Person (except for (i) passive ownership of less
than 3% of the securities of the Acquiring Person; or (ii) ownership of equity
participation in the Acquiring Person which is otherwise not deemed to be
significant, as determined prior to the Change in Control by a majority of the
disinterested Continuing Directors).

9.2 EFFECT OF CHANGE IN CONTROL

Upon the occurrence of an event of Change in Control, unless otherwise
specifically prohibited by the terms of the second paragraph of Section 6:

(a) Any and all Options and Stock Appreciation Rights shall become
immediately exercisable;

(b) Any restriction periods and restrictions imposed on Restricted Shares
shall lapse, and within ten (10) business days after the occurrence of a Change
in Control, the stock certificates representing Restricted Shares, without any
restrictions or legend thereon, shall be delivered to the applicable
Participants;

14
<PAGE>

(c) The target value attainable under all Performance Awards shall be deemed
to have been fully earned for the entire performance period as of the effective
date of the Change in Control, except that all Performance Awards which shall
have been outstanding less than six (6) months on the effective date of the
Change in Control shall not be deemed to have earned the target value; and

(d) Subject to Section 14.3 hereof, all such other actions and modifications
to the Awards as determined by the Committee to be appropriate before the
Acquiring Person became an Acquiring Person upon the Change in Control of the
Corporation shall become effective.

10. RELATIONSHIP OF THE PROGRAM TO BENEFIT PLANS

The amount of Bonuses to any Participant under this Program shall be eligible
for inclusion in the Participant's earnings base for the purpose of determining
the benefits to which the Participant is entitled under retirement, savings,
group life insurance, long-term disability plans and other benefit plans of the
Corporation or a Participating Subsidiary as determined by the Committee. No
other income of a Participant attributable to this Program shall be included in
the Participant's earnings for purposes of any benefit plan in which the
Participant may be eligible to participate.

11. EFFECT OF THE PROGRAM ON RIGHT TO CONTINUED EMPLOYMENT AND INTEREST IN
PARTICULAR PROPERTY

None of the existence of this Program, any Awards granted pursuant hereto or
any Award Agreement shall create any right to continued employment of any
Employee by the Corporation or any of its subsidiaries. No Participant shall
have, under any circumstances, any interest whatsoever, vested or contingent, in
any particular property or asset of the Corporation or any Participating
Subsidiary or in any particular Share or Shares of the Corporation that may be
held by the Corporation or any Participating Subsidiary (other than Restricted
Shares held by a custodian) by virtue of any Award. A Participant may be
granted additional Awards under this Program under such circumstances and at
such times as the Committee may determine; provided, however, that no
Participant shall be entitled to any Award in the absence of a specific grant by
the Committee of an Award, notwithstanding the prior grant of an Award to such
Participant.

This Program shall not be deemed a substitute for, and shall not preclude the
establishment or continuation of any other plan, practice or arrangement that
may now or hereafter be provided for the payment of compensation, special awards
or employee benefits to employees of the Corporation and its subsidiaries
generally, or to any class or group of employees, including without limitation,
any savings, thrift, profit-sharing, pension, retirement, excess benefit,
insurance, health care plans or other employee benefit plans. Any such
arrangements may be authorized by the Corporation and its subsidiaries and
payment thereunder made independently of this Program.

15
<PAGE>

12. WITHHOLDING TAXES AND DEFERRALS

12.1 CASH WITHHOLDING

The Corporation shall have the right to deduct from any cash payment made
under Awards under this Program any federal, state or local income, or other
taxes required by law to be withheld with respect to such payment or to take
such other action as may be necessary in the opinion of the Corporation to
satisfy all obligations for the payment of such taxes.

12.2 SHARE WITHHOLDING

Any Share based Award may provide by the grant thereof that the recipient of
such Award may elect, in accordance with any applicable laws, rules and
regulations, to pay a portion or all of the amount of such minimum required
withholding taxes in Shares. In such event, the Participant shall authorize the
Corporation to withhold, or shall agree to deliver to the Corporation, Shares
owned by such Participant or a portion of the Shares that otherwise would be
distributed to such Participant, having a Fair Market Value equal to the amount
of withholding tax liability.

12.3 DEFERRALS

The Committee may require or permit a Participant to defer such Participant's
receipt of the payment of cash or the delivery of Shares that would otherwise be
due to such Participant by virtue of the exercise, the satisfaction of any
requirements or goals or lapse or waiver of restrictions of an Award made under
this Program. If any such deferment election is required or permitted, the
Committee shall establish rules and procedures for such payment deferrals.

13. COMPLIANCE WITH APPLICABLE LEGAL REQUIREMENTS

No certificate for Shares distributable pursuant to this Program shall be
issued and delivered unless the issuance of such certificate complies with all
applicable legal requirements including, without limitation, compliance with the
provisions of applicable state securities laws, the Securities Act of 1933, as
amended from time to time or any successor statute, the Exchange Act and the
requirements of the exchanges on which Shares may, at the time, be listed.

14. AMENDMENTS

14.1 PROGRAM AMENDMENTS

The Committee or the Board, as appropriate, may, insofar as permitted by law,
from time to time, with respect to any Shares at the time not subject to Awards,
suspend or

16
<PAGE>

discontinue this Program or revise or amend it in any respect whatsoever;
provided, however, unless the Committee or the Board, as appropriate,
specifically otherwise provides, any revision or amendment that would cause this
Program to fail to comply with any requirement of applicable law, regulation or
rule if such amendment were not approved by the shareholders of the Corporation
shall not be effective unless and until the approval of the shareholders of the
Corporation is obtained.

14.2 AMENDMENTS OF AWARDS

Subject to the terms and conditions and within the limitations of this
Program, the Committee may amend, cancel, modify, or extend outstanding Awards
granted under this Program.

14.3 RIGHTS OF PARTICIPANTS

No amendment, suspension or termination of this Program nor any amendment,
cancellation or modification of any outstanding Award or Award Agreement that
would adversely affect the right of any Participant with respect to an Award
previously granted under this Program will be effective without the written
consent of the affected Participant. Such written consent may be obtained
simultaneously with the grant of any Award.

14.4 RULE 16b-3

This Program is intended to comply with Rule 16b-3 with respect to
Participants who are subject to Section 16 of the Exchange Act. Should the
requirements of Rule 16b-3 change, the Board or the Committee, as appropriate,
may amend the Program to comply with the requirements of the amended Rule 16b-3
or its successor provision or provisions.

15. MISCELLANEOUS PROVISIONS

15.1 BENEFICIARIES

Any Award Agreement may provide that in the case of an Award that is not
forfeitable by its terms upon the death of the Participant, the Participant may
designate a Beneficiary with respect to such Award in the event of death of a
Participant. If such Beneficiary is the executor or administrator of the estate
of the Participant, any rights with respect to such Award may be transferred to
the person or persons or entity (including a trust) entitled thereto by bequest
of or inheritance from the holder of such Award.

17
<PAGE>

15.2 AWARDS IN FOREIGN COUNTRIES

The Committee shall have the authority to adopt such modifications,
procedures and subplans as may be necessary or desirable to comply with
provisions of the laws of foreign countries in which the Corporation or its
Participating Subsidiaries may operate to assure the viability of the benefits
of Awards made to Participants employed in such countries and to meet the
objectives of this Program.

15.3 NON-TRANSFERABILITY

Except as otherwise provided in Award Agreements or in this Program, Awards
under this Program may not be transferred by Participants during their lifetimes
and may not be assigned, pledged or otherwise transferred, except for those
Awards which are not forfeitable upon the death of a Participant may be
transferred by will or the laws of descent and distribution. The designation of
a Beneficiary shall not constitute a transfer.

15.4 CANCELLATION OF AWARDS

Except as otherwise provided in this Program or in applicable Award
Agreements, the terms of which need not be uniform among Participants, if a
Participant to whom an Award is granted ceases to be employed by the Corporation
or by a Participating Subsidiary, all of such Participant's unexercised Awards
and Awards on which there are restrictions shall be immediately canceled.

<PAGE>

PROXY

AMOCO CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned appoints as proxies, with power of substitution, H.L. Fuller
and W.G. Lowrie, and each of them, to vote all shares of the undersigned at the
Annual Meeting of Shareholders of Amoco Corporation to be held at The Art
Institute of Chicago, Columbus Drive and East Monroe Street, Chicago, Illinois,
on April 23, 1996, at 9:30 a.m., or at any adjournment thereof, on the matters
shown and in the manner directed hereon and in their discretion on all other
matters coming before the Annual Meeting.

Election of 5 directors, each for a three-year term.
Nominees:
DONALD R. BEALL, RICHARD J. FERRIS, WILLIAM G. LOWRIE,
FLORIS A. MALJERS AND ROBERT H. MALOTT

Election of 1 director for a two-year term.
Nominee:
ARTHUR C. MARTINEZ

The proxies you have designated cannot vote your shares unless you sign and
return a proxy card. You are encouraged to specify your choices by marking the
appropriate boxes on the reverse side of this card.

IF YOU ONLY SIGN AND RETURN THIS CARD AND PROVIDE NO SPECIFIC VOTING DIRECTION
TO THE PROXIES, YOUR SHARES WILL BE VOTED "FOR" PROPOSALS 1, 2 AND 3.

ADDRESS CHANGE/COMMENTS

---------------------
---------------------
---------------------
If you have written in this space, please mark the corresponding box on the
reverse side of this card.

SEE REVERSE SIDE

-FOLD AND DETACH CARD HERE-

AMOCO CORPORATION WILL REQUIRE PROOF OF SHARE OWNERSHIP TO BE ADMITTED TO ITS
1996 ANNUAL MEETING OF SHAREHOLDERS.

PLEASE BRING EITHER THIS BOTTOM PORTION OF YOUR VOTING CARD OR YOUR ACCOUNT
STATEMENT WITH YOU TO THE ANNUAL MEETING.

<PAGE>

/X/ PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREON.
- --------------------------------------------------------------------------------
AMOCO'S BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1, 2 AND 3.
- --------------------------------------------------------------------------------

1.) Election of directors (see reverse)
For Withheld For All Except
/ / / / / /

- ----------------------------------------
If you do not want your shares voted "For" a particular nominee, mark the "For
All Except" box and write that nominee's name on the line above.

2.) Amendment of the 1991 Incentive Program

For Against Abstain
/ / / / / /

3.) Appointment of Price Waterhouse LLP as independent accountants

For Against Abstain
/ / / / / /
- --------------------------------------------------------------------------------

Signature(s)_________________________________________________Date______________
Please sign exactly as your name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such. Each signer hereby revokes all proxies heretofore
given by same to vote at said meeting or any adjournments thereof.

Mark box at right if comments or address change have been noted on the reverse
side of this card. / /

DETACH CARD DETACH CARD

PLEASE COMPLETE, SIGN, AND RETURN THE ATTACHED CARD. Thank you for responding
promptly and saving your Corporation the expense of a second mailing.

The proxies you have designated cannot vote your shares unless you sign and
return a proxy card. You are encouraged to specify your choices by marking the
appropriate boxes above.

If you only sign and return the attached proxy card and provide no specific
voting direction, the proxies will vote your shares "FOR" Proposals 1, 2 and 3.

<PAGE>

PROXY

STATE STREET BANK AND TRUST COMPANY, TRUSTEE
AMOCO EMPLOYEE SAVINGS PLAN (AESP)
AND/OR AMOCO PERFORMANCE SHARE PLAN (APSP)
THIS INSTRUCTION IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

TO PARTICIPANTS IN THE AESP AND/OR APSP:

With this card you will receive a copy of Amoco Corporation's Proxy Statement
and Notice of Annual Meeting of Shareholders to be held in Chicago, Illinois
on April 23, 1996.

Under the AESP and APSP, a participant may instruct the Trustee to vote at
Amoco Corporation shareholder meetings the Amoco shares allocable to or owned
by this account.

IF YOU WISH TO INSTRUCT THE TRUSTEE HOW TO VOTE SUCH SHARES, PLEASE COMPLETE
AND SIGN THE REVERSE SIDE OF THIS CARD AND MAIL IT TO REACH THE TRUSTEE BY
APRIL 12, 1996. A postage paid return envelope is enclosed for your
convenience. The Trustee will also then be authorized to vote in its
discretion on any additional matters that may come before the Annual Meeting.

IF YOU ONLY SIGN AND RETURN THIS INSTRUCTION CARD AND PROVIDE NO SPECIFIC
VOTING DIRECTION, THE TRUSTEE WILL VOTE SUCH SHARES "FOR" PROSPOSALS 1, 2
AND 3.

IF BY APRIL 12, 1996, YOU HAVE NOT RETURNED THIS CARD TO THE TRUSTEE, the
Trustee will be authorized to vote such shares in its discretion on all
matters that are determined by vote at the Annual Meeting.

Election of 5 directors, each for a three-year term.
Nominees:
DONALD R. BEALL, RICHARD J. FERRIS, WILLIAM G. LOWRIE, FLORIS A. MALJERS
AND ROBERT H. MALOTT

Election of 1 director for a two-year term.
Nominee:
ARTHUR C. MARTINEZ

SEE REVERSE SIDE

-FOLD AND DETACH CARD HERE-

AMOCO CORPORATION WILL REQUIRE PROOF OF SHARE OWNERSHIP TO BE ADMITTED TO ITS
1996 ANNUAL MEETING OF SHAREHOLDERS.

PLEASE BRING EITHER THIS BOTTOM PORTION OF YOUR VOTING CARD OR YOUR ACCOUNT
STATEMENT WITH YOU TO THE ANNUAL MEETING.

<PAGE>

/X/ PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE

I DIRECT THAT THE AMOCO SHARES ALLOCABLE TO AND/OR OWNED BY MY ACCOUNT(S) WITHIN
THE AESP AND/OR APSP WHICH THE TRUSTEE IS ENTITLED TO VOTE AT SAID MEETING
SHALL BE VOTED AS FOLLOWS:
- --------------------------------------------------------------------------------
AMOCO'S BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1, 2 AND 3.
- --------------------------------------------------------------------------------

1.) Election of directors (see reverse)
For Withheld For All Except
/ / / / / /

- ----------------------------------------
If you do not want your shares voted "For" a particular nominee, mark the "For
All Except" box and write that nominee's name on the line above.

2.) Amendment of the 1991 Incentive Program

For Against Abstain
/ / / / / /

3.) Appointment of Price Waterhouse LLP as independent accountants

For Against Abstain
/ / / / / /
- --------------------------------------------------------------------------------

Signature_________________________________________________Date______________
Please complete, sign, and return this card so that it is received by the
Trustee no later than April 12, 1996.

DETACH CARD DETACH CARD

IF YOU WISH TO INSTRUCT THE TRUSTEE HOW TO VOTE THE AMOCO SHARES ALLOCABLE TO
AND/OR OWNED BY YOUR ACCOUNT(S) WITHIN THE AESP AND/OR APSP, PLEASE COMPLETE AND
SIGN THE ATTACHED CARD AND MAIL IT TO REACH THE TRUSTEE BY APRIL 12, 1996. The
Trustee will also then be authorized to vote in its discretion on any additional
matters that may come before the Annual Meeting.

IF YOU ONLY SIGN AND RETURN THIS INSTRUCTION CARD and provide no specific
voting direction, the Trustee will vote such shares "FOR" Proposals 1, 2 and 3.

<PAGE>

PROXY

BANKERS TRUST COMPANY, TRUSTEE
AMOCO FABRICS AND FIBERS COMPANY HOURLY 401(K) SAVINGS PLAN
OR AMOCO FABRICS AND FIBERS COMPANY SALARIED 401(K) SAVINGS PLAN
THIS INSTRUCTION IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

TO PARTICIPANTS IN THE AMOCO FABRICS AND FIBERS COMPANY 401(K) SAVINGS PLANS:

With this card you will receive a copy of Amoco Corporation's Proxy Statement
and Notice of Annual Meeting of Shareholders to be held in Chicago, Illinois
on April 23, 1996.

Under the Amoco Fabrics and Fibers Company 401(k) Savings Plans a participant
may instruct the Trustee to vote the shares allocable to that participant's
proportionate amount of the Amoco Stock Fund at Amoco Corporation shareholder
meetings.

IF YOU ONLY SIGN AND RETURN THIS INSTRUCTION CARD AND PROVIDE NO SPECIFIC
VOTING DIRECTION, THE TRUSTEE WILL VOTE SUCH SHARES "FOR" PROSPOSALS 1, 2
AND 3.

Election of 5 directors, each for a three-year term.
Nominees:
DONALD R. BEALL, RICHARD J. FERRIS, WILLIAM G. LOWRIE, FLORIS A. MALJERS
AND ROBERT H. MALOTT

Election of 1 director for a two-year term.
Nominee:
ARTHUR C. MARTINEZ

SEE REVERSE SIDE

-FOLD AND DETACH CARD HERE-

AMOCO CORPORATION WILL REQUIRE PROOF OF SHARE OWNERSHIP TO BE ADMITTED TO ITS
1996 ANNUAL MEETING OF SHAREHOLDERS.

PLEASE BRING EITHER THIS BOTTOM PORTION OF YOUR VOTING CARD OR YOUR ACCOUNT
STATEMENT WITH YOU TO THE ANNUAL MEETING.

<PAGE>

/X/ PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE

I DIRECT THAT THE SHARES ALLOCABLE TO MY PROPORTIONATE AMOUNT OF THE AMOCO
STOCK FUND WHICH THE TRUSTEE IS ENTITLED TO VOTE AT SAID MEETING SHALL BE VOTED
AS FOLLOWS:
- --------------------------------------------------------------------------------
AMOCO'S BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1, 2 AND 3.
- --------------------------------------------------------------------------------

1.) Election of directors (see reverse)
For Withheld For All Except
/ / / / / /

- ----------------------------------------
If you do not want your shares voted "For" a particular nominee, mark the "For
All Except" box and write that nominee's name on the line above.

2.) Amendment of the 1991 Incentive Program

For Against Abstain
/ / / / / /

3.) Appointment of Price Waterhouse LLP as independent accountants

For Against Abstain
/ / / / / /
- -------------------------------------------------------------------------------

Signature_________________________________________________Date______________
Please complete, sign, and return this card so that it is received by the
Trustee no later than April 12, 1996.

DETACH CARD DETACH CARD

IF YOU WISH TO INSTRUCT THE TRUSTEE HOW TO VOTE THE SHARES ALLOCABLE TO
YOUR PROPORTIONATE AMOUNT OF THE AMOCO STOCK FUND, PLEASE COMPLETE AND SIGN THE
ATTACHED CARD AND MAIL IT TO REACH THE TRUSTEE BY APRIL 12, 1996. The Trustee
will also then be authorized to vote in its discretion on any additional
matters that may come before the Annual Meeting.

IF YOU ONLY SIGN AND RETURN THE ATTACHED INSTRUCTION CARD and provide no
specific voting direction, the Trustee will vote such shares "FOR" Proposals
1, 2 and 3.

IF BY APRIL 12, 1996, YOU HAVE NOT RETURNED THE ATTACHED CARD TO THE TRUSTEE,
the Trustee will be authorized to vote such shares in its discretion on all
matters that are determined by vote at the Annual Meeting.