<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)
NA
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
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(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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/ / 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.
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[LOGO]
Amoco Corporation
NOTICE OF
ANNUAL MEETING
OF SHAREHOLDERS
APRIL 22, 1997
AND PROXY STATEMENT
March 10, 1997
<PAGE>
Amoco Corporation
200 E. Randolph Drive
Chicago, IL 60601-7125
March 10, 1997
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 22, 1997
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 22, 1997, to consider and vote upon:
The election of four directors, each for a three-year term;
The appointment of Price Waterhouse LLP as independent accountants for 1997; and
Other business that may properly be brought before the meeting.
Shareholders of record at the close of business on February 12, 1997, 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, Amoco Direct Access Plan participants, and employee
benefit plan participants will be accepted as proof of share ownership.
Beneficial shareholders who hold shares through a third party, such as a broker,
must provide account statements or similar documentation evidencing ownership.
By order of the Board of Directors,
/s/ Stephen F. Gates
Stephen F. Gates
Vice President, General Counsel
and Corporate Secretary
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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.
PROXY STATEMENT
VOTING AND PROXY
The enclosed proxy is being solicited by the Board of Directors of Amoco
Corporation, an Indiana corporation ("Amoco" or "the Corporation"), and will be
voted at the Annual Meeting of Shareholders on April 22, 1997, 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.
A copy of the Corporation's Annual Report for 1996 is being mailed to each
shareholder's address of record along with this Proxy Statement and form of
proxy, beginning on or about March 10, 1997.
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.
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As of February 12, 1997, the record date for this Annual Meeting, there
were 498,795,230 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 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 stock which
were outstanding as of February 12, 1997, whether represented in person or by
proxy at the meeting.
As of December 31, 1996, State Street Bank and Trust Company at 225
Franklin Street, Boston, Massachusetts, was the owner of 33,802,500 shares (6.7
percent of Amoco's then outstanding shares) as trustee under the Amoco Employee
Savings Plan, the Amoco Performance Share Plan and various other entities'
benefit plans or trust agreements. State Street Bank will have the power at the
Annual Meeting to vote any shares held in the Amoco Employee Savings Plan and
Amoco Performance Share Plan (27,472,119 shares as of December 31, 1996, or 5.5
percent of the shares then outstanding) for which participants do not give
timely voting directions.
ELECTION OF DIRECTORS
The Corporation's 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.
The Board of Directors at its meeting on January 28, 1997, selected the
following four nominees recommended by the Nominating and Governance Committee
for election as directors at the Annual Meeting for three-year terms expiring on
the date of the Annual Meeting in the year 2000 and until their successors are
elected and qualified: Erroll B. Davis, Jr., H. Laurance Fuller, Martha R.
Seger, and Theodore M. Solso, all of whom are directors of Amoco. Pursuant to
the Board's retirement policy, Robert H. Malott and Richard D. Wood will retire
from the Board effective April 22, 1997, and concurrent with those retirements
the number of directorships will be reduced to thirteen.
It is intended that proxies will be voted to elect the four 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 for each nominee for election as director and for
all other current directors as of the date of this Proxy Statement.
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NOMINEES FOR DIRECTOR
[PHOTO]
ERROLL B. DAVIS, JR.
Age 52, Director's Term Expiring 1997
President and Chief Executive Officer, Wisconsin Power and Light Company and WPL
Holdings, Inc., Madison, WI
(Regulated utility and environmental, energy, and real estate development
services)
Mr. Davis, a director 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
Wisconsin Association of Manufacturers and Commerce, the Edison Electric
Institute, and the Association of Edison Illuminating Companies. He is also a
member of the Board of Trustees of Carnegie-Mellon University.
[PHOTO]
H. LAURANCE FULLER
Age 58, 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, and 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, Motorola,
Inc., and Abbott Laboratories. He also serves on the boards of Catalyst, the
American Petroleum Institute and the Rehabilitation Institute of Chicago, and he
is a trustee of The Orchestral Association.
[PHOTO]
MARTHA R. SEGER
Age 65, Director's Term Expiring 1997
Financial Economist and former Governor of the Federal Reserve Board,
Washington, D.C.
Dr. Seger, a director 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 Hillsdale College and 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 at three 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 board of Catalyst and the
Institute for Research on the Economics of Taxation.
4
<PAGE>
[PHOTO]
THEODORE M. SOLSO
Age 50, Director's Term Expiring 1997
President and Chief Operating Officer of Cummins Engine Company, Inc., Columbus,
IN
(Manufacturer of diesel engines and related products)
Mr. Solso was elected to the Amoco Corporation Board of Directors effective
January 1, 1997, for a term expiring on April 22, 1997. Mr. Solso is a director
of Cummins Engine Company, Inc., and has been in his current position since
1995. He served as executive vice president, operations, of that corporation
from 1992 to 1996 and as chief operating officer since 1994. From 1988 to 1992
he was vice president and general manager, Engine Business. Mr. Solso is a
director of Cyprus Amax Minerals Company and Irwin Financial Corporation. He is
also a member of the boards of Cummins Engine Foundation, the Heritage Fund of
Bartholomew County and DePauw University.
CURRENT DIRECTORS
[PHOTO]
DONALD R. BEALL
Age 58, Director's Term Expiring 1999
Chairman and Chief Executive Officer, Rockwell International Corporation, Seal
Beach, CA
(Leading provider of technology solutions in industrial automation,
semiconductor systems, avionics and communications systems and automotive
component systems businesses)
Mr. Beall, a director 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.
[PHOTO]
RUTH S. BLOCK
Age 66, 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 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.
5
<PAGE>
[PHOTO]
JOHN H. BRYAN
Age 60, Director's Term Expiring 1998
Chairman and Chief Executive Officer, Sara Lee Corporation, Chicago, IL
(Global manufacturer and retailer of packaged foods and consumer products)
Mr. Bryan, a director 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 its subsidiary, The First
National Bank of Chicago, and General Motors Corporation. He is a past chairman
and current director of the Grocery Manufacturers of America, Inc., vice
chairman of The Business Council and a member of the policy committee of The
Business Roundtable. Mr. Bryan is a member of the President's Committee on the
Arts and the Humanities and a member of the board of the White House Endowment
Fund. He serves as vice chairman and a trustee of The Art Institute of Chicago
and as a trustee of the University of Chicago. He is a past chairman and is a
current member of the board of Catalyst and a member of the board of governors
of the National Women's Economic Alliance.
[PHOTO]
RICHARD J. FERRIS
Age 60, Director's Term Expiring 1999
Co-Chairman, Doubletree Corporation, Phoenix, AZ
(Hotel property management)
Mr. Ferris, a director since 1981, is co-chairman and a director of
Doubletree Corporation and a director of 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.
[PHOTO]
WILLIAM G. LOWRIE
Age 53, Director's Term Expiring 1999
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. He is also a board member of
Northwestern Memorial Corporation, Chicago United, the American Petroleum
Institute, the National 4-H Council, Junior Achievement, the University of
Illinois at Chicago Chancellor's Corporate Advisory Board, and the
Lyric Opera of Chicago.
6
<PAGE>
[PHOTO]
FLORIS A. MALJERS
Age 63, Director's Term Expiring 1999
Chairman (Retired), Unilever N.V. and Vice Chairman (Retired), Unilever PLC,
Rotterdam, the Netherlands and London, U.K.
(Manufacturer of food products, detergents, and toiletries)
Mr. Maljers, a director 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 worldwide 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 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 SHV Holding
and KLM Royal Dutch Airlines. He is chairman of the Supervisory Board of
Philips Electronics N.V. and the Amsterdam Concertgebouw N.V., vice chairman
of the Competitiveness Advisory Group of the European Union, Chairman of the
Board of Trustees of the Utrecht University Hospital, and Governor of the
London-based European Policy Forum.
[PHOTO]
ROBERT H. MALOTT
Age 70, Director's Term Expiring 1999
Chairman, Executive Committee, FMC Corporation, Chicago, IL
(Producer of machinery and chemicals)
Mr. Malott, a director since 1973, will retire from the Board effective
April 22, 1997. He serves as chairman of the executive committee of FMC
Corporation, and in 1991 he retired as chairman of the board and chief executive
officer of FMC Corporation. He is a director of FMC Corporation, United
Technologies Corporation and Manchester Tank Company. He also serves on the
boards of the Public Broadcasting System, the National Museum of Natural
History, National Park Foundation, The Aspen Institute, the Lyric Opera of
Chicago, American Enterprise Institute, the Hoover Institution, Argonne National
Laboratories, and the University of Chicago. He is a member of The Business
Council and The Illinois Business Roundtable.
[PHOTO]
ARTHUR C. MARTINEZ
Age 57, Director's Term Expiring 1998
Chairman and Chief Executive Officer, Sears, Roebuck and Co., Hoffman Estates,
IL
(Retail merchandise sales)
Mr. Martinez, a director since 1996, 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. and Ameritech Corporation. He is a trustee of
Northwestern University, the Orchestral Association, and The Art Institute of
Chicago and a director of Northwestern Memorial Hospital. He is the Deputy
Chairman of the Federal Reserve Bank of Chicago and Chairman of the National
Minority Supplier Development Council.
7
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[PHOTO]
WALTER E. MASSEY
Age 58, Director's Term Expiring 1998
President, Morehouse College, Atlanta, GA
Dr. Massey, a director since 1993, was also on the Board from 1983 to 1991.
Dr. Massey is president of Morehouse College. He was provost and senior vice
president-academic affairs for The University of California System from 1993 to
1995. He was director of the National Science Foundation in 1991 to 1993. From
1984 to 1991 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.
[PHOTO]
MICHAEL H. WILSON
Age 59, Director's Term Expiring 1998
Vice Chairman, RBC Dominion Securities, Inc., Toronto, Ontario, Canada
(Investment bankers)
Mr. Wilson, a director 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. RBC Dominion
Securities Inc. provided financial advice and services to Amoco Canada Petroleum
Company Ltd., a subsidiary of Amoco Corporation, in 1996. Mr. Wilson is a
director of Manufacturers Life Insurance Company and Rio Algom Limited. He is
also a member of the board of trustees of The Aspen Institute, the Institute of
the Americas, and 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.
[PHOTO]
RICHARD D. WOOD
Age 70, 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 since 1973, will retire from the Board effective April
22, 1997. Mr. Wood 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
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.
8
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BOARD OF DIRECTORS
The business and affairs of the Corporation are managed under the direction
of the Board of Directors, comprised of thirteen 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 Chief Executive
Officer ("CEO") and other corporate executives. The Board is advised of actions
taken by the committees of the Board as well as of significant actions taken by
management, and members of management are available at Board meetings and at
other times to answer questions and to discuss issues. Each year
the Board reviews the strategic plans of the Corporation and approves the
performance plan for the ensuing year, and from time to time the Board visits
facilities of the Corporation. The CEO reviews management succession planning
each year with the non-employee directors.
The Audit Committee, Compensation and Organization Committee and Nominating
and Governance Committee each consist entirely of non-employee directors. The
Nominating and Governance Committee annually evaluates the performance of the
CEO. The Compensation and Organization Committee uses this evaluation as a
basis for determining the compensation of the CEO. The Board also periodically
assesses its own processes and effectiveness. Each director owns at least 1,000
shares of common stock of the Corporation. Non-employee directors retire as of
the next Annual Meeting held after reaching age 70. Former officers of the
Corporation do not serve on the Board.
In 1996, seven meetings of the Board of Directors were held. Each director
other than Floris A. Maljers attended more than 75 percent of the aggregate
number of meetings of the Board and committees of the Board on which such
director served during 1996, and attendance at these meetings averaged 93
percent among all directors in 1996.
COMMITTEES OF THE BOARD
The functions of the five standing committees of the Board and current
membership as of the date of this Proxy Statement are described in the following
section.
NOMINATING AND GOVERNANCE COMMITTEE
J. H. Bryan, Chairman A. C. Martinez
D. R. Beall W. E. Massey
R. S. Block M. R. Seger
E. B. Davis, Jr. T. M. Solso
R. J. Ferris M. H. Wilson
F. A. Maljers R. D. Wood
R. H. Malott
This committee is comprised of all of the non-employee directors. It
recommends guidelines and criteria for Board membership, director candidates,
and appointments to Board committees. It reviews the performance of the CEO 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 directors recommended by shareholders. Such
recommendations, with relevant supporting data, should be submitted to the
Corporate Secretary of Amoco Corporation. The committee met four times in 1996.
AUDIT COMMITTEE
D. R. Beall, Chairman A. C. Martinez
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 1996.
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,
9
<PAGE>
performance of key executives, and organization and succession plans. The
committee met six times in 1996.
ENVIRONMENT, HEALTH AND SAFETY COMMITTEE
R. H. Malott, Chairman W. E. Massey
E. B. Davis, Jr. T. M. Solso
W. G. Lowrie R. D. Wood
This committee consists of five 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 Environment, 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 1996.
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
met once in 1996.
SHARE OWNERSHIP OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS
The following table shows the number of shares of Amoco common stock
beneficially owned as of January 31, 1997, by each director, director nominee,
and executive officer named in this Proxy Statement and by the directors and
executive officers as a group.
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SHARE OWNERSHIP TABLE
NAME/GROUP NUMBER OF SHARES OWNED (#)
D. R. Beall. . . . . . . . . . . . . . . . . . . . . . . . . 3,608
R. S. Block. . . . . . . . . . . . . . . . . . . . . . . . . 4,018
J. H. Bryan. . . . . . . . . . . . . . . . . . . . . . . . . 5,345
E. B. Davis, Jr. . . . . . . . . . . . . . . . . . . . . . . 2,800
R. J. Ferris . . . . . . . . . . . . . . . . . . . . . . . . 15,545
J. E. Fligg. . . . . . . . . . . . . . . . . . . . . . . . . 231,586
W. D. Ford . . . . . . . . . . . . . . . . . . . . . . . . . 160,015
H. L. Fuller . . . . . . . . . . . . . . . . . . . . . . . . 707,511(a)
W. G. Lowrie . . . . . . . . . . . . . . . . . . . . . . . . 322,360
F. A. Maljers. . . . . . . . . . . . . . . . . . . . . . . . 1,233
R. H. Malott . . . . . . . . . . . . . . . . . . . . . . . . 5,345
A. C. Martinez . . . . . . . . . . . . . . . . . . . . . . . 1,419
W. E. Massey . . . . . . . . . . . . . . . . . . . . . . . . 1,902
M. R. Seger. . . . . . . . . . . . . . . . . . . . . . . . . 2,611
T. M. Solso. . . . . . . . . . . . . . . . . . . . . . . . . 1,121
E. J. Sosa . . . . . . . . . . . . . . . . . . . . . . . . 85,165
M. H. Wilson . . . . . . . . . . . . . . . . . . . . . . . . 1,845
R. D. Wood . . . . . . . . . . . . . . . . . . . . . . . . . 4,944
Directors and executive
officers as a group. . . . . . . . . . . . . . . . . . . . . 2,217,942(a,b,c)
(a) Includes 3,160 shares as to which Mr. Fuller shares voting and dispositive
authority.
(b) Includes 1,711 shares as to which an executive officer disclaims beneficial
ownership.
(c) Directors and executive officers as a group owned beneficially less than 1
percent of the Corporation's common stock as of January 31, 1997.
- --------------------------------------------------------------------------------
Except as noted in footnotes (a) and (b), 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 as to which the following persons
had a right to acquire beneficial ownership by exercising stock options as of
January 31, 1997, or within 60 days after that date: H. L. Fuller, 624,000
shares; W. G. Lowrie, 283,000 shares; J. E. Fligg, 219,000 shares; E. J. Sosa,
50,000 shares; W. D. Ford, 140,000 shares; and directors and executive officers
as a group, 1,898,400 shares. Also included are shares owned by executive
officers in the Amoco Performance Share Plan and those allocable to the Amoco
Stock Fund accounts of executive officers in the Amoco Employee Savings Plan.
10
<PAGE>
NON-EMPLOYEE DIRECTOR COMPENSATION
The compensation rate for non-employee directors was changed as of April
23, 1996, to $64,000 per year, of which 25 percent is payable in shares of Amoco
common stock and the balance in monthly cash payments. Each non-employee
director also receives an annual award of 200 shares of Amoco common stock which
are subject to forfeiture and transfer restrictions relating to continued
service on the Board. No additional compensation is paid for service on any
Board committees. Under a deferred compensation plan, the cash portion of the
annual retainer may be credited to an interest-bearing account or deemed
invested in shares of Amoco common stock which earn dividend equivalents.
EXECUTIVE COMPENSATION
The following table summarizes the annual and long-term compensation for
the years 1994, 1995, and 1996 of the Chief Executive Officer ("CE0") and the
four other most highly paid employees of the Corporation, who were executive
officers as of December 31, 1996. A report by the Compensation and Organization
Committee of the Board of Directors on executive compensation begins on page 14
of this Proxy Statement.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation
--------------------------------- -----------------------------------
Awards Payouts
------------------------ -------
RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING LTIP ALL OTHER
SALARY BONUS COMPENSATION AWARDS OPTIONS PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($)(1) ($)(2) (#) ($) ($)(3)
- --------------------------- ---- -------- -------- ------------ ---------- ---------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
H. L. FULLER 1996 $969,413 $916,800 $13,864 -0- 120,000 -0- $107,025
Chairman and CEO 1995 875,048 814,345 15,109 -0- 115,000 -0- 98,259
1994 852,817 762,601 11,242 -0- 100,000 $123,750 159,492
W. G. LOWRIE 1996 647,758 530,180 8,915 -0- 70,000 -0- 57,890
President 1995 433,039 317,077 1,702 -0- 50,000 -0- 44,535
1994 416,251 309,218 3,287 -0- 45,000 55,000 68,785
J. E. FLIGG 1996 573,017 401,620 2,859 -0- 55,000 -0- 53,868
Senior Executive Vice 1995 387,888 324,782 7,175 -0- 45,000 -0- 42,090
President, Strategic 1994 374,089 313,609 3,716 -0- 40,000 41,250 62,463
Planning and International
Business Development
E. J. SOSA(4) 1996 548,102 380,680 1,676 -0- 50,000 -0- 24,297
Executive Vice President, 1995 137,026 125,000 3,338 $2,226,875 50,000 -0- 505,481
Chemicals Sector
W. D. FORD 1996 473,361 322,860 879 -0- 50,000 -0- 42,955
Executive Vice President, 1995 360,981 242,565 1,316 -0- 45,000 -0- 37,461
Petroleum Products Sector 1994 345,343 263,374 2,754 -0- 40,000 -0- 57,619
</TABLE>
(1) Represents tax adjustment payments on income imputed for income tax
purposes related to use of corporate facilities for business purposes.
(2) Dividends are paid on the 35,000 restricted shares represented in the
column, and the shares will vest in accordance with the terms of the
employment agreement discussed on pages 12 and 13 of this Proxy Statement.
As of December 31, 1996, Mr. Sosa owned 35,000 shares of restricted stock
valued at $2,821,875, and Mr. Ford owned 2,400 shares of restricted stock
valued at $193,500.
(3) Represents for all named executive officers corporate matching
contributions to the Amoco Employee Savings Plan and accruals for related
ERISA restoration plans for 1996, and for Mr. Sosa a deferred, one-time
signing bonus of $500,000 in 1995 and a Deferral Restoration Savings Plan
contribution for 1996 of $5,000.
(4) Information regarding Mr. Sosa's compensation is provided from and after
the date of his joining the Corporation in October 1995.
- --------------------------------------------------------------------------------
11
<PAGE>
STOCK OPTIONS
The following two tables provide information on stock option grants made to
the named executive officers in 1996, options or tandem SARs exercised during
1996, and options/SARs outstanding on December 31, 1996.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
STOCK OPTION GRANTS IN 1996(1)
Individual Grants
-------------------------------------------------------------------------------------------
NUMBER OF PERCENT OF TOTAL
SECURITIES UNDERLYING OPTIONS GRANTED TO EXERCISE OR BASE GRANT DATE
NAME OPTIONS GRANTED(#) EMPLOYEES IN 1996 PRICE ($ PER SHARE) EXPIRATION DATE PRESENT VALUE($)
- ------------ --------------------- ------------------ ------------------- --------------- -----------------
<S> <C> <C> <C> <C> <C>
H. L. FULLER 120,000 4.3% $73.25 03/26/06 $2,202,000
W. G. LOWRIE 70,000 2.5% 73.25 03/26/06 1,284,500
J. E. FLIGG 55,000 2.0% 73.25 03/26/06 1,009,250
E. J. SOSA 50,000 1.8% 73.25 03/26/06 917,500
W. D. FORD 50,000 1.8% 73.25 03/26/06 917,500
</TABLE>
(1) 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 options granted in 1996 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 26, 1996. The values generated by this model depend upon
certain assumptions, as follows: an option exercise date of March 26, 2006; a
constant dividend yield on underlying stock of 3.55 percent; an assumed annual
volatility of underlying stock of 20 percent; and a risk-free rate of return for
the option period of 6.48 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.
There is no generally recognized method for valuing stock options. The
requirement that values be included in the table above 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.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
AGGREGATED OPTION/SAR EXERCISES IN 1996 AND OPTION/SAR VALUES AT DECEMBER 31, 1996
Number of
securities underlying Value of unexercised
unexercised options/SARs in-the-money options/SARs
at 12/31/96 (#) at 12/31/96 ($)
------------------------ -------------------------
NUMBER OF SECURITIES
UNDERLYING OPTIONS/ VALUE
NAME SARS EXERCISED (#) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------ -------------------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
H. L. FULLER 34,000 $956,250 542,500 177,500 $16,141,842 $2,071,719
W. G. LOWRIE -0- -0- 230,000 95,000 6,787,937 1,047,813
J. E. FLIGG -0- -0- 178,000 77,500 5,103,438 877,031
E. J. SOSA -0- -0- 25,000 75,000 440,625 853,125
W. D. FORD -0- -0- 109,500 72,500 2,668,031 835,781
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
EMPLOYMENT AGREEMENT
In November 1995, the Corporation and Enrique J. Sosa entered into an
agreement under which Mr. Sosa is employed as Executive Vice President,
Chemicals Sector, for a five-year term commencing October 1, 1995. Mr. Sosa
received a signing bonus of $500,000, payment of which was deferred until his
employment with the Corporation terminates. At Mr. Sosa's option, the deferred
12
<PAGE>
bonus earns interest or is deemed to be invested in shares of Amoco stock which
earn dividend equivalents. For 1995, pursuant to the agreement, Mr. Sosa was
awarded 35,000 shares of restricted stock (which will vest at the earlier of
[i] October 2, 2000, or [ii] the effective date of Mr. Sosa's termination from
the Corporation because of "good reason," a reason other than "cause," death or
total disability), options to purchase 50,000 shares of Amoco stock, and a bonus
of $125,000. Each year the agreement is in effect Mr. Sosa will receive a
minimum annual base salary of $550,000. Through 1998, he will also receive a
minimum annual bonus equal to 60 percent of his base salary and a minimum of
50,000 stock options per year. He has agreed not to enter into competition with
the Corporation for two years after (i) any voluntary termination other than for
"good reason" or (ii) any termination by the Corporation for "cause." The terms
"good reason" and "cause" are used as defined in the agreement.
If Mr. Sosa terminates his employment for good reason or if his employment
is terminated by the Corporation for a reason other than cause during the term
of the agreement, the stock options he receives through 1998 would remain
exercisable for their full terms, all restrictions would lapse on his restricted
stock, his non-competition agreement would not be effective, and he would be
entitled to his minimum annual base salary and bonus for the remaining period of
the agreement. He would also receive (i) a guaranteed lump sum pension benefit
equal to the difference between the incremental benefit forgone by retiring
early from his previous employer and the pension benefits, if any, he may earn
with the Corporation, and (ii) a lump sum representing income forgone by
terminating his employment prior to age 65. Were Mr. Sosa's employment to have
been terminated as of January 31, 1997, for good reason or a reason other than
cause he would have been entitled to a lump sum of approximately $2,960,000 for
income forgone. If Mr. Sosa's employment is terminated for any other reason
during the term of the agreement, including cause, disability or death, he would
not receive the lump sum for income forgone and he would be entitled to
different benefits depending upon the reason for the termination of employment
as provided in the agreement.
CHANGE IN CONTROL ARRANGEMENTS
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, except that Mr. Sosa may terminate his employment agreement with the
Corporation for "good reason" if after a sale of all or substantially all the
assets of Amoco or Amoco Chemical Company (if Amoco has previously transferred
the agreement to Amoco Chemical Company) the purchaser does not assume the
agreement in writing within 15 days of such sale.
The Corporation's restoration plans and 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
("1986 Program"), both pursuant to shareholder approval at the 1991 Annual
Meeting of the Corporation. No further awards may be granted under the 1986
Program, but awards under that program remain outstanding. Awards outstanding
under the 1991 Incentive Program and the 1986 Program include stock options,
stock appreciation rights and restricted stock. There are no performance units
or awards outstanding under either program.
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
programs shall not be entitled to these rights if the employee is part of the
entity which consummates the Change in Control event.
A "Change in Control" is deemed to have occurred in the event of any one or
more of the following occurs: (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," who are (i)
directors as of April 23, 1991, who do not while serving as directors become
Acquiring Persons and (ii) directors recommended or approved for nomination for
election or election subsequent to April 23, 1991, by two-thirds of the
13
<PAGE>
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, the
Corporation's Restoration Plans Trust Agreement establishes a grantor trust for
the purpose of accumulating assets to pay the Corporation's retirement benefit
obligations under existing ERISA and other restoration plans, as well as
retirement benefit obligations under any future plans of a similar nature. The
plans and trust 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 and is responsible for overseeing and administering
compensation policies and programs for executives and other selected Amoco
employees, including executive officers. The broad purposes of the executive
compensation program are to reflect the success and profitability of the
Corporation and to provide incentives for executives that create an interest in
the Corporation parallel to that of shareholders. Attracting and retaining
executives with valuable experience and skills who contribute materially to
Amoco's long-term success is another important purpose of the program.
Amoco's executive compensation philosophy is consistent with its overall
compensation philosophy for all Amoco employees. The purpose of both is to
provide employees with base pay and benefits competitive with leading employers
and with the opportunity through variable pay to earn superior compensation for
outstanding business results. Thus compensation is linked with Amoco's business
strategies and reflects short- and long-term business performance and
competitive factors.
The Committee annually reviews several compensation surveys in which Amoco
participates. In 1995 the primary group for compensation comparison was a group
of oil companies (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., referred to as
"major oils"). The primary comparison group was expanded in 1996 to include
a broad range of other companies, most of which are in the Fortune 100, and this
expanded group is now referred to as the "comparison group." This change
recognizes that Amoco competes for employees outside as well as within the oil
industry.
The three principal components of Amoco's executive compensation program
are base salaries, bonuses, and stock options. The primary benchmark for all
components is the median compensation level for comparable positions in the
comparison group.
BASE SALARIES
Amoco attempts to maintain base salary levels that are competitive with the
median of salaries for comparable jobs in the comparison group. Individual
salary actions can vary above or below the general salary guideline for a given
year based upon individual performance, business results, experience, and
market-based pay considerations.
The 1996 salaries shown in the Summary Compensation Table for the named
executive officers reflect, in part, actions taken by the Committee in
connection with organizational changes involving significant increases in
responsibility for Messrs. Lowrie and Fligg. In addition, Mr. Sosa's employment
agreement guarantees him a minimum annual salary of $550,000. The salaries for
the named executive officers also reflect decisions made following a review of
the median base salary levels for comparable positions in the comparison group.
The Committee took into account that for several years the salaries of Mr.
Fuller and of the named executive officers in the aggregate have been below the
median of both the major oils and the comparison group. Therefore, the
Committee determined that an increase for Mr. Fuller of approximately 13 percent
was appropriate to bring his salary to near the median level for similar
positions within the comparison group. This increase, above Amoco's general
1996 salary guideline, was based primarily on market-based pay and competitive
considerations, though the Committee also considered Amoco's financial
performance and Mr. Fuller's strong individual performance.
14
<PAGE>
BONUSES
Bonuses paid for the 1995 performance year had not been determined in time
for inclusion in Amoco's March 11, 1996, Proxy Statement, but because of
administrative process changes, bonuses for the 1996 performance year were
determined in time for inclusion in this Proxy Statement. Therefore, this
report covers bonuses for both the 1996 and 1995 performance years.
Bonuses are the short-term element of variable, performance-based
compensation, affording opportunities for superior compensation when outstanding
business results are achieved. Annual bonus levels are designed to vary based
on individual performance, annual business results, Amoco's performance relative
to the major oils, and competitive compensation considerations. Executives have
a target bonus opportunity ("target") expressed as a percentage of annual
salary. Targets for 1995 and 1996 were set to be competitive with the median of
such targets for executives in similar positions at the major oils and in the
comparison group. An actual bonus award may be at, above, or below this target
based on business and individual performance and may range from 0 to
approximately 200 percent of the target.
1996 PERFORMANCE YEAR
As approved by shareholders in April 1996, the Chairman's maximum annual
bonus is 0.15 percent of the adjusted net income of the Corporation reported in
its annual financial statements, excluding publicly disclosed unusual or special
items. For each of the other named executive officers the maximum is 0.10
percent of adjusted net income. The Committee has discretion to award lesser
bonus amounts and did so for 1996, as explained below.
In 1996, 50 percent of each executive's target was linked to the broad-
based Variable Incentive Plan ("VIP"), in which most employees participate. The
VIP component of the bonus for all executives is based solely on VIP measures
with no consideration given to individual performance. This component for named
executive officers was based entirely on the pre-established corporate plan
measure of return on capital employed ("ROCE") relative to the major oils
(expanded for VIP purposes to include all operations of British Petroleum
Company p.l.c. and referred to as the "VIP comparison group").
The remaining 50 percent of each executive's target was based on the
Individual Variable Component ("IVC"). The Committee determined an IVC bonus
fund by establishing a guideline applicable to all executives ("IVC guideline"),
expressed as a percentage of their targets for the IVC component. In
determining the 1996 IVC guideline, the Committee reviewed Amoco's pre-set
financial and operational goals for the year, including financial performance
relative to the VIP comparison group and goals in the areas of people
and safety. No particular formula or weights were applied to these factors, but
primary consideration was given to financial criteria in determining the IVC
guideline. The IVC guideline was established at 140 percent of each executive's
target for the IVC component, based primarily upon the year-end estimate that
1996 would be a record earnings year for Amoco, with a substantial increase over
1995, meeting or exceeding Amoco's goals for earnings and ROCE. Individual IVC
awards may be at, above, or below the applicable IVC guideline, based upon
individual performance and competitive compensation considerations, but the sum
of all IVC awards may not exceed the IVC bonus fund.
For the 1996 performance year, Mr. Fuller's target was established at 80
percent of his 1996 salary. Fifty (50) percent of the target was based upon the
VIP corporate plan. The results achieved under the measure for Amoco's ROCE
relative to the VIP comparison group were below the target performance goal.
The outcome under this measure resulted in a payout for Mr. Fuller of $316,800
attributable to the VIP component.
The award of the IVC portion of the bonus to Mr. Fuller was determined by a
judgmental process which took into account individual performance, competitive
compensation considerations, the Nominating and Governance Committee's formal
evaluation of the Chairman's 1996 performance and how well the Corporation
performed against pre-set criteria. These criteria included financial measures
(such as ROCE, net income, capital and exploration spending and total
shareholder return versus the Selected Peer Group defined in the Cumulative
Total Shareholder Return Graph on page 17 of this Proxy Statement), people and
safety measures, and growth initiatives in the three operating sectors. These
criteria mirrored those used in establishing the IVC guideline. Again, no
particular formula or weights were applied to these pre-set criteria, though
primary consideration was given to the financial criteria. Based on this
assessment process, and considering Amoco's record earnings year, Mr. Fuller was
awarded $600,000, which was above the IVC guideline.
The sum of the two components ($316,800 for VIP and $600,000 for IVC)
resulted in the total bonus of $916,800 for the 1996 performance year, which was
above Mr. Fuller's target. A similar approach to bonuses paid in 1997 for the
1996
15
<PAGE>
performance year was applied for the other named executive officers.
1995 PERFORMANCE YEAR
The bonus program for the 1995 performance year had the same basic design
as for 1996. The program consisted of the VIP and IVC components, each
representing 50 percent of each executive's target. For the named executive
officers, the VIP component was based 100 percent on ROCE relative to the VIP
comparison group, and the IVC component was determined in a similar fashion as
in the 1996 performance year. Based on a relatively strong earnings year for
1995, the IVC guideline was established at 120 percent of executives' targets
for IVC.
Mr. Fuller's target was established at 80 percent of his 1995 salary. The
results achieved under the measure for Amoco's ROCE relative to the VIP
comparison group were slightly below the target performance goal. The outcome
under this measure resulted in a payout for Mr. Fuller of $314,345 attributable
to the VIP component.
With respect to the IVC portion of the bonus for Mr. Fuller, in addition to
the strong results on the pre-set criteria in the areas of corporate financial
results, cost savings, corporate governance, and succession planning objectives,
the Committee took into account his individual performance in areas such as
leadership and progress on strategy implementation. Based on the Committee's
judgmental process, Mr. Fuller was awarded $500,000 under the IVC, which was
above his IVC guideline. The sum of the two components resulted in a total
bonus for Mr. Fuller of $814,345, which was somewhat above his target.
A similar approach was applied for the other named executive officers, except
that Mr. Sosa, who joined Amoco in October 1995, was not included in the 1995
performance year bonus evaluation, but instead received the minimum prorated
bonus of $125,000 guaranteed to him under his employment agreement.
STOCK OPTIONS
Stock options comprise the long-term element of variable, performance-based
compensation at Amoco. 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 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 of Amoco's
stock 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 stock options granted
for comparable positions within the comparison group.
The number of shares covered by the stock option grant to Mr. Fuller in
1996 was 120,000. In determining the size of the grant to Mr. Fuller and the
other named executive officers (except Mr. Sosa) the Committee took into
account the level of responsibility of each executive and competitive data,
irrespective of the number of stock options previously granted to these
individuals or options exercised by them in 1995. (See pages 12 and 13 of
this Proxy Statement for a description of Mr. Sosa's stock option awards
under his employment agreement.)
OTHER INFORMATION
Regulations under Section 162(m) of the Internal Revenue Code limit the tax
deductibility of certain compensation exceeding $1,000,000 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
granted through 1996 will be exempt from this deduction limitation. In
addition, the Committee believes that the bonus compensation for performance
years prior to 1996 pursuant to the corporate plan under the VIP component of
the bonus program is also exempt from the deduction limitation under the
transition rules. In an effort to comply with the regulations under Section
162(m) of the Internal Revenue Code and to ensure that awards beginning with the
1996 performance year are deductible to the maximum extent possible, certain
amendments to the 1991 Incentive Program relating to bonuses, stock options, and
stock appreciation rights to named executive officers were approved by
shareholders in April 1996. While some other portions of compensation may not
qualify as wholly deductible in certain years, any such amount is not considered
material.
R. D. Wood, Chairman J. H. Bryan
D. R. Beall R. J. Ferris
R. S. Block F. A. Maljers
16
<PAGE>
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, 1991, and ending December 31, 1996.
[GRAPH]
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
COMPARISON OF FIVE-YEAR TOTAL RETURN
1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Amoco $100 $104 $117 $136 $171 $200
S&P 500 $100 $108 $118 $120 $165 $203
Selected Peer $100 $ 99 $121 $130 $173 $221
Group
</TABLE>
[FOOTNOTE TO CUMULATIVE TOTAL SHAREHOLDER RETURN GRAPH]
Assumes $100 invested on December 31, 1991, 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
The following pension plan table shows the annual annuity amounts payable
under Amoco's Retirement Plan 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.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PENSION PLAN TABLE
Assumed Three-Year
Average Annual
Earnings Years of Participation
- ------------------ -------------------------------------------------------------------------------------------------------------
5 YEARS 10 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS 40 YEARS
-------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 600,000 $ 50,001 $100,002 $150,003 $200,004 $250,005 $ 300,006 $ 350,007 $ 360,007
800,000 66,680 133,336 200,004 266,672 333,340 400,008 466,676 480,010
1,000,000 83,335 166,670 250,005 333,340 416,675 500,010 583,345 600,012
1,200,000 100,002 200,004 300,006 400,008 500,010 600,012 700,014 720,014
1,400,000 116,669 233,338 350,007 466,676 583,345 700,014 816,683 840,017
1,600,000 133,336 266,672 400,008 533,344 666,680 800,016 933,352 960,019
1,800,000 150,003 300,006 450,009 600,012 750,015 900,018 1,050,021 1,080,022
2,000,000 166,670 333,340 500,010 666,680 833,350 1,000,020 1,166,690 1,200,024
2,200,000 183,337 366,674 550,011 733,348 916,685 1,100,022 1,283,359 1,320,026
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
17
<PAGE>
Under the Corporation's Retirement Plan, the amount of the annuity which 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 bonus award information
is presented in the Summary Compensation Table.
The amounts shown in the Pension Plan Table on page 17 are payable upon
retirement between ages 60 and 65, subject to a five-year minimum vesting
service prerequisite. 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 1996, the following executive officers had participated in the
Retirement Plan for the following periods rounded to the nearest whole year:
H.L. Fuller, 36 years; W.G. Lowrie, 31 years; J.E. Fligg, 29 years; E.J. Sosa,
1 year; and W.D. Ford, 26 years. The Employee Retirement Income Security Act of
1974, as amended, limits the benefits payable from qualified retirement plans.
For employees who are 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.
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 1997.
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
accountant.
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. 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 1997 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 for the
Corporation and its subsidiaries for 1997.
18
<PAGE>
GENERAL AND OTHER MATTERS
Shareholder proposals submitted for inclusion in the proxy statement for
the 1998 Annual Meeting must comply with the requirements of the Securities and
Exchange Commission and be received not later than November 10, 1997, at Amoco's
executive offices:
Attention: Stephen F. Gates
Vice President, General Counsel
and Corporate Secretary
Mail Code 2106A
200 E. Randolph Drive
Chicago, IL 60601-7125
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.
As of the date of this Proxy Statement, the above is the only business
known to management which may be properly 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,
Stephen F. Gates
Vice President, General Counsel
and Corporate Secretary
19
<PAGE>
[LOGO]
Printed on recycled paper
<PAGE>
APPENDIX TO AMOCO CORPORATION 1997 PROXY STATEMENT
MARCH 10, 1997
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 Erroll B. Davis, Jr., page 4 of printed proxy.
2. Photograph of H. Laurance Fuller, page 4 of printed proxy.
3. Photograph of Martha R. Seger, page 4 of printed proxy.
On page 5 are three photographs of one nominee for director and two current
directors, placed in the following order, reading top to bottom.
4. Photograph of Theodore M. Solso, page 5 of printed proxy.
5. Photograph of Donald R. Beall, page 5 of printed proxy.
6. Photograph of Ruth S. Block, page 5 of printed proxy.
On page 6 are three photographs of current directors, placed in the following
order, reading top to bottom.
7. Photograph of John H. Bryan, page 6 of printed proxy.
8. Photograph of Richard J. Ferris, page 6 of printed proxy.
9. Photograph of William G. Lowrie, page 6 of printed proxy.
On page 7 are three photographs of current directors, placed in the following
order, reading top to bottom.
10. Photograph of Floris A. Maljers, page 7 of printed proxy.
11. Photograph of Robert H. Malott, page 7 of printed proxy.
12. Photograph of Arthur C. Martinez, page 7 of printed proxy.
On page 8 are three photographs of current directors, placed in the following
order, reading top to bottom.
13. Photograph of Walter E. Massey, page 8 of printed proxy.
14. Photograph of Michael H. Wilson, page 8 of printed proxy.
15. Photograph of Richard D. Wood, page 8 of printed proxy.
<PAGE>
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
P 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 22, 1997.
R
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 WISH TO INSTRUCT THE TRUSTEE HOW TO VOTE SUCH SHARES, PLEASE
O COMPLETE AND SIGN THE REVERSE SIDE OF THIS CARD AND MAIL IT TO REACH THE
TRUSTEE BY APRIL 11, 1997. 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 properly come before the
Annual Meeting.
IF YOU ONLY SIGN AND RETURN THIS CARD AND PROVIDE NO SPECIFIC VOTING
X DIRECTION, THE TRUSTEE WILL VOTE SUCH SHARES "FOR" PROPOSALS 1 AND 2.
IF BY APRIL 11, 1997, 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 4 directors, each for a three-year term.
Y
Nominees:
ERROLL B. DAVIS, JR., H. LAURANCE FULLER, MARTHA R. SEGER AND THEODORE
M. SOLSO
-----------
SEE REVERSE
SIDE
-----------
^ FOLD AND DETACH CARD HERE ^
AMOCO CORPORATION WILL REQUIRE PROOF OF SHARE
OWNERSHIP FOR ADMITTANCE TO ITS 1997 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
<TABLE>
<CAPTION>
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 AND 2.
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
With- For All
1. Election of directors. For held Except For Against Abstain
(SEE REVERSE)
/ / / / / / 2. Appointment of Price Waterhouse / / / / / /
LLP as independent accountants.
- ------------------------------------------
If you do not want your shares voted "For"
a particular nominee, mark the "For All
Except" box and write the nominee's(s')
name on the line above.
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
Signature Date
----------------------------------------- -------------------------
Please complete, sign, and return this card so that it is received by the
Trustee no later than April 11, 1997.
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 11, 1997. The Trustee will also then be
authorized to vote in its discretion on any
additional matters that may properly 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 and 2.
IF BY APRIL 11, 1997, 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.
<PAGE>
AMOCO CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
P The undersigned appoints as proxies, with full 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 22, 1997, at 9:30 a.m., or at any
adjournment thereof, on the matters shown and in the manner directed hereon
R and in their discretion on all other matters properly coming before the
Annual Meeting.
Election of 4 directors, each for a three-year term.
Nominees:
O
ERROLL B. DAVIS, JR., H. LAURANCE FULLER,
MARTHA R. SEGER AND THEODORE M. SOLSO
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
X 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 AND
2.
----------------------------------
Y 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 FOR ADMITTANCE TO ITS 1997 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
<TABLE>
<CAPTION>
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREON.
- -----------------------------------------------------------------------------------------------------------------------------
AMOCO'S BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2.
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
With- For All
1. Election of directors. For held Except For Against Abstain
(SEE REVERSE)
/ / / / / / 2. Appointment of Price Waterhouse / / / / / /
LLP as independent accountants.
- ------------------------------------------
If you do not want your shares voted "For"
a particular nominee, mark the "For All
Except" box and write the nominee's(s')
name on the line above.
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
Mark box at right if comments
or address change has been noted / /
on the reverse side of this card.
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.
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
and 2.
<PAGE>
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
P 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 22, 1997.
R 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 his 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
0 TRUSTEE BY APRIL 11, 1997. 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 properly come before the
Annual Meeting.
IF YOU ONLY SIGN AND RETURN THIS INSTRUCTION CARD AND PROVIDE NO SPECIFIC
X VOTING DIRECTION, THE TRUSTEE WILL VOTE SUCH SHARES "FOR" PROPOSALS 1 AND
2.
IF BY APRIL 11, 1997, 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.
Y Election of 4 directors, each for a three-year term.
Nominees:
ERROLL B. DAVIS, JR., H. LAURANCE FULLER, MARTHA R. SEGER AND THEODORE
M. SOLSO
-----------
SEE REVERSE
SIDE
-----------
^ FOLD AND DETACH CARD HERE ^
AMOCO CORPORATION WILL REQUIRE PROOF OF SHARE
OWNERSHIP FOR ADMITTANCE TO ITS 1997 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
<TABLE>
<CAPTION>
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 AND 2.
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
With- For All
1. Election of directors. For held Except For Against Abstain
(SEE REVERSE)
/ / / / / / 2. Appointment of Price Waterhouse / / / / / /
LLP as independent accountants.
- ------------------------------------------
If you do not want your shares voted "For"
a particular nominee, mark the "For All
Except" box and write the nominee's(s')
name on the line above.
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
Signature Date
----------------------------------------- ----------------------
Please complete, sign, and return this card so that it is received by the
Trustee no later than April 11, 1997.
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 11, 1997. The Trustee
will also then be authorized to vote in its
discretion on any additional matters that may
properly 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
and 2.
IF BY APRIL 11, 1997, 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.
