<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)
N/A
- --------------------------------------------------------------------------------
(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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(2) Aggregate number 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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(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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<PAGE>
AMOCO CORPORATION
200 E. RANDOLPH DRIVE
CHICAGO, IL 60601-7125
MARCH 16, 1998
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
TO BE HELD APRIL 28, 1998
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 28, 1998, to consider and vote upon:
The election of five directors, each for a three-year term;
The appointment of Price Waterhouse LLP as independent accountants for 1998; and
Other business that may properly be brought before the meeting.
Shareholders of record at the close of business on February 18, 1998, will be
entitled to notice of and to vote shares outstanding at such Annual Meeting or
any adjournment thereof.
Amoco will require documentation of share ownership for admission to the
meeting. The tear-off portion of the voting form provided to shareholders of
record, Amoco Direct Access Plan participants, and Amoco employee benefit plan
participants will be accepted for this purpose. Beneficial shareholders who hold
shares through a third party, such as a broker, must provide account statements
or similar documentation of ownership for admission to the meeting.
By order of the Board of Directors,
/s/ Stephen F. Gates
- -------------------------------
Stephen F. Gates
Vice President, General Counsel
and Corporate Secretary
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 28, 1998, or at any
adjournment thereof, unless revoked prior to the voting thereof by filing a
revocation with the Corporate Secretary, by executing a later-dated proxy, or by
voting in person by ballot at the meeting.
Amoco is mailing a copy of its Annual Report for 1997 to each shareholder's
address of record along with this Proxy Statement and voting form, beginning on
or about March 16, 1998.
The solicitation of proxies will be by mail and the cost will be borne directly
by the Corporation. Morrow & Co., Inc. has been retained by the Corporation to
solicit proxies from banks, brokers, nominees, and other institutional holders
for a fee of $13,000 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.
- --------------------------------------------------------------------------------
EVEN THOUGH YOU PLAN TO ATTEND THE MEETING,
PLEASE COMPLETE AND RETURN YOUR PROXY IN THE
ENCLOSED ENVELOPE. THANK YOU.
<PAGE>
As of February 18, 1998, the record date for this Annual Meeting, there
were 481,500,459 shares of Amoco Corporation common stock outstanding. At the
Annual Meeting shareholders of record at the close of business on the record
date will be entitled to one vote for each outstanding 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 Board of Directors at its meeting on January 27, 1998, declared a
two-for-one stock split of the shares of Amoco Corporation common stock, and
set a record date for the split of March 31, 1998, with a distribution date
of April 28, 1998. The issuance of shares will be accomplished in book-entry,
or noncertificated form, with certificates available upon request to any
recordholder. Shares voting on matters presented to the Annual Meeting will
be those outstanding on February 18, 1998, before the date of the stock
split, and all share ownership information presented in this Proxy Statement
is without adjustment for the April stock split.
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 18, 1998, whether represented in
person or by proxy at the meeting.
As of December 31, 1997, State Street Bank and Trust Company at 225
Franklin Street, Boston, Massachusetts, was the owner of 36,529,374 shares
(7.6 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 (28,476,880 shares as of
December 31, 1997, or 5.9 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 27, 1998, selected the
following five 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 2001 and until
their successors are elected and qualified: Ruth S. Block, John H. Bryan,
Arthur C. Martinez, Walter E. Massey, and Michael H. Wilson, all of whom are
current directors of Amoco.
It is intended that proxies will be voted to elect the five 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.
Biographical information as of February 26, 1998, for each nominee for
election as director and for all other current directors follows.
2
<PAGE>
NOMINEES FOR DIRECTOR
RUTH S. BLOCK, AGE 67, 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
[PHOTO] 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 39 Alliance
Capital Mutual Funds.
JOHN H. BRYAN, AGE 61, 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
[PHOTO] 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.
ARTHUR C. MARTINEZ, AGE 58, 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
[PHOTO] 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 a trustee of the National Urban League.
WALTER E. MASSEY, AGE 59, 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
[PHOTO] director of the National Science Foundation from 1991 to 1993.
From 1984 to 1991 Dr. Massey was vice president of the University
of Chicago for Research and for Argonne National Laboratory, and
from 1979 to 1984 he was director of Argonne National Laboratory.
Dr. Massey is also a director of Motorola, Inc., BankAmerica
Corporation, Bank of America NT&SA, and the Mellon Foundation. He
has been a member of the National Science Board and the
President's Council of Advisors on Science and Technology.
MICHAEL H. WILSON, AGE 60, DIRECTOR'S TERM EXPIRING 1998. VICE
CHAIRMAN, RBC DOMINION SECURITIES INC., TORONTO, ONTARIO, CANADA
(INVESTMENT BANKERS)
Mr. Wilson, a director since 1993, is 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
[PHOTO] Ltd., a subsidiary of Amoco Corporation, in 1997. 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.
3
<PAGE>
CURRENT DIRECTORS
DONALD R. BEALL, AGE 59, DIRECTOR'S TERM EXPIRING 1999. CHAIRMAN
OF THE EXECUTIVE COMMITTEE, RETIRED CHAIRMAN AND CHIEF EXECUTIVE
OFFICER, ROCKWELL INTERNATIONAL CORPORATION, COSTA MESA, CA.
(GLOBAL ELECTRONIC CONTROLS AND COMMUNICATIONS COMPANY WITH
LEADERSHIP POSITIONS IN INDUSTRIAL AUTOMATION, AVIONICS AND
COMMUNICATIONS, AND SEMICONDUCTOR SYSTEMS)
Mr. Beall, a director since 1991, retired as chief executive
officer of Rockwell International Corporation in September 1997
and as its chairman in February 1998. Mr. Beall continues to
[PHOTO] serve as a director of Rockwell International Corporation and as
chairman of its Executive Committee. He joined Rockwell in 1968
and served in a number of senior management positions prior to
becoming executive vice president in 1977, president in 1979, and
chairman and chief executive officer in 1988. He is on the Board
of Mertitor Automotive, Inc., and is also a director of The Times
Mirror Company and The Procter & Gamble Company. He is a trustee
of the California Institute of Technology and a member of the
University of California-Irvine Board of Visitors of the Graduate
School of Management. Mr. Beall is a member of The Business
Council and the Council on Competitiveness.
ERROLL B. DAVIS, JR., AGE 53, DIRECTOR'S TERM EXPIRING 2000.
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
[PHOTO] 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
Wisconsin Utilities Association, the Wisconsin Association of
Manufacturers and Commerce, the Edison Electric Institute, and
the Electric Power Research Institute. He is also a member of the
Board of Trustees of Carnegie-Mellon University.
RICHARD J. FERRIS, AGE 61, DIRECTOR'S TERM EXPIRING 1999.
CO-CHAIRMAN (RETIRED), DOUBLETREE CORPORATION, PHOENIX, AZ (HOTEL
PROPERTY MANAGEMENT)
Mr. Ferris, a director since 1981, retired as co-chairman and a
director of Doubletree Corporation in December 1997 upon the
merger of Doubletree Corporation with Promus Hotel Corporation.
[PHOTO] Mr. Ferris served as co-chairman of Doubletree Corporation from
1995-1997 and as co-chairman of Doubletree partnership from
1993-1994. During 1992-1993 he was co-chairman and partner, Guest
Quarters Hotel, L.P. Mr. Ferris currently serves on the Executive
Committee of the Board of Directors of Promus Hotel Corporation
and is a director of The Procter & Gamble Company. He also serves
on the boards of the Evanston Hospital Corporation, the P.G.A.
Tour, and is a governor of the Northwestern Health Care Network.
H. LAURANCE FULLER, AGE 59, DIRECTOR'S TERM EXPIRING 2000.
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
[PHOTO] 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., Security
Capital Group, 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.
4
<PAGE>
WILLIAM G. LOWRIE, AGE 54, 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
[PHOTO] 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
First Chicago NBD Corporation and 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, and the Lyric Opera
of Chicago. He serves as a member of the University of Illinois
at Chicago Chancellor's Corporate Advisory Board and is a vice
chairman of The Ohio State University Foundation.
FLORIS A. MALJERS, AGE 64, 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
[PHOTO] 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 Diageo 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.
MARTHA R. SEGER, AGE 66, DIRECTOR'S TERM EXPIRING 2000. 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 Central
Michigan University. From 1991 to 1993, she was the John M. Olin
[PHOTO] 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
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., and Tucson Electric Power
Company. She also serves on the board of Catalyst and the
Institute for Research on the Economics of Taxation.
THEODORE M. SOLSO, AGE 51, DIRECTOR'S TERM EXPIRING 2000.
PRESIDENT AND CHIEF OPERATING OFFICER, CUMMINS ENGINE COMPANY,
INC., COLUMBUS, IN (MANUFACTURER OF DIESEL ENGINES AND RELATED
PRODUCTS)
Mr. Solso has been a member of the Board of Directors since
January 1997. Mr. Solso is a director of Cummins Engine Company,
[PHOTO] 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.
5
<PAGE>
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 February 26, 1998.
Members of the Board are 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 1997, seven meetings of the Board of Directors were held. Each
director attended more than 79 percent of the aggregate number of meetings of
the Board and committees of the Board on which such director served during
1997, and attendance at these meetings averaged 95 percent among all
directors in 1997.
COMMITTEES OF THE BOARD
The functions of the five standing committees of the Board and their
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
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 twice in 1997.
AUDIT COMMITTEE
D. R. Beall, Chairman A. C. Martinez
J. H. Bryan M. R. Seger
E. B. Davis, Jr. 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 1997.
COMPENSATION AND ORGANIZATION COMMITTEE
R. J. Ferris, Chairman E. B. Davis, Jr.
D. R. Beall F. A. Maljers
R. S. Block A. C. Martinez
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 1997.
6
<PAGE>
ENVIRONMENT, HEALTH AND SAFETY COMMITTEE
W. E. Massey, Chairman F. A. Maljers
R. S. Block T. M. Solso
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 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, and product
safety; and periodically reviews industry and nationwide trends and related
issues. The committee met four times in 1997.
EXECUTIVE COMMITTEE
H. L. Fuller, Chairman R. J. Ferris
J. H. Bryan W. G. Lowrie
E. B. Davis, Jr. A. C. Martinez
This committee consists of four non-employee and two employee directors.
With certain limitations, it functions in place of the Board during intervals
between regular Board meetings. The committee met four times in 1997.
SHARE OWNERSHIP OF DIRECTORS, DIRECTOR NOMINEES, AND EXECUTIVE OFFICERS
The Share Ownership Table shows the number of shares of Amoco common
stock beneficially owned as of January 31, 1998, by each director, director
nominee, and executive officer named in this Proxy Statement and by the
directors and Amoco's executive officers as a group.
Except as noted in footnotes (b), (c) and (d), 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, 1998, or within 60 days following
that date: H. L. Fuller, 710,000 shares; W. G. Lowrie, 343,500 shares; J. E.
Fligg, 274,000 shares; E. J. Sosa, 125,000 shares; W. D. Ford, 190,000
shares; and directors and executive officers as a group, 2,215,100 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 participating in the Amoco Employee Savings Plan.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
SHARE OWNERSHIP TABLE(a)
- -----------------------------------------------------
NAME/GROUP NUMBER OF SHARES OWNED (#)
<S> <C>
D. R. Beall . . . . . . . . . . . . . . . . . 4,001
R. S. Block . . . . . . . . . . . . . . . . . 4,523(b)
J. H. Bryan . . . . . . . . . . . . . . . . . 5,738
E. B. Davis, Jr. . . . . . . . . . . . . . . 3,248
R. J. Ferris. . . . . . . . . . . . . . . . . 15,938
J. E. Fligg . . . . . . . . . . . . . . . . . 287,230
W. D. Ford. . . . . . . . . . . . . . . . . . 210,397
H. L. Fuller. . . . . . . . . . . . . . . . . 798,532(c)
W. G. Lowrie. . . . . . . . . . . . . . . . . 385,830
F. A. Maljers . . . . . . . . . . . . . . . . 1,626
A. C. Martinez. . . . . . . . . . . . . . . . 1,812
W. E. Massey. . . . . . . . . . . . . . . . . 2,334
M. R. Seger . . . . . . . . . . . . . . . . . 3,052
T. M. Solso . . . . . . . . . . . . . . . . . 1,514
E. J. Sosa. . . . . . . . . . . . . . . . . . 160,028
M. H. Wilson. . . . . . . . . . . . . . . . . 2,238
Directors and executive
officers as a group . . . . . . . . . . . . .2,535,018(b)(c)(d)(e)
</TABLE>
(a) Share amounts have not been adjusted for 2-for-1 stock split to be
effective April 28, 1998.
(b) Includes 1,000 shares as to which Mrs. Block shares voting and
dispositive authority.
(c) Includes 3,160 shares as to which Mr. Fuller shares voting and
dispositive authority.
(d) Includes 1,739 shares as to which an executive officer disclaims
beneficial ownership and 12,867 shares as to which an executive officer
shares voting authority.
(e) Directors and executive officers as a group owned beneficially less than
1 percent of the Corporation's common stock as of January 31, 1998.
- -----------------------------------------------------------------------------
7
<PAGE>
NON-EMPLOYEE DIRECTOR COMPENSATION
The annual compensation for non-employee directors is $64,000 per year,
of which 25 percent is payable in shares of Amoco common stock and the
balance in monthly cash payments. During 1997 each non-employee director also
received an annual award of 200 shares of Amoco common stock subject to
forfeiture and transfer restrictions relating to continued service on the
Board. Effective in 1998 this annual award was increased to 300 shares on a
pre-split basis, payable under the same terms as previous awards. No
additional compensation is paid for service on any Board committees. Under a
deferred compensation plan, the cash portion of the annual retainer may be
credited to an interest-bearing account or deemed invested in shares of Amoco
common stock which earn dividend equivalents.
EXECUTIVE COMPENSATION
The following table summarizes the annual and long-term compensation for
the years 1995, 1996, and 1997 of the Chief Executive Officer ("CEO") and the
four other most highly paid employees of the Corporation who were executive
officers as of December 31, 1997. A report by the Compensation and
Organization Committee of the Board of Directors on executive compensation
begins on page 11 of this Proxy Statement.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation
---------------------------- -----------------------
Awards(3)
---------
RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING ALL OTHER
SALARY BONUS COMPENSATION AWARDS OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($)(1) ($)(2) ($)(4) (#) ($)(5)
- --------------------------- ---- -------- -------- ------------ ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
H. L. FULLER 1997 $996,550 $943,600 $6,012 -0- 140,000 $114,801
Chairman and CEO 1996 969,413 916,800 13,864 -0- 120,000 107,025
1995 875,048 814,345 15,109 -0- 115,000 98,259
W. G. LOWRIE 1997 670,755 552,292 6,151 -0- 75,000 72,056
President 1996 647,758 530,180 8,915 -0- 70,000 57,890
1995 433,039 317,077 1,702 -0- 50,000 44,535
J. E. FLIGG 1997 592,181 418,120 3,442 -0- 55,000 59,628
Senior Executive Vice President, 1996 573,017 401,620 2,859 -0- 55,000 53,868
Strategic Planning and 1995 387,888 324,782 7,175 -0- 45,000 42,090
International Business Development
E. J. SOSA(6) 1997 563,434 389,714 392 -0- 50,000 37,765
Executive Vice President, 1996 548,102 380,680 1,676 -0- 50,000 24,297
Chemicals Sector 1995 137,026 125,000 3,338 $2,226,875 50,000 505,481
W. D. FORD 1997 487,926 338,419 1,399 -0- 50,000 48,647
Executive Vice President, 1996 473,361 322,860 879 -0- 50,000 42,955
Petroleum Products Sector 1995 360,981 242,565 1,316 -0- 45,000 37,461
</TABLE>
1 Represents bonus awards determined for performance year indicated and paid in
the following year.
2 Represents tax adjustment payments on income imputed for income tax purposes
related to use of corporate facilities for business purposes.
3 Share amounts have not been adjusted for 2-for-1 stock split to be effective
April 28, 1998.
4 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 page 10 of this Proxy Statement. As of December 31,
1997, Mr. Sosa owned 35,000 shares of restricted stock valued at $2,979,375,
and Mr. Ford owned 1,600 shares of restricted stock valued at $136,200.
5 Represents for all named executive officers corporate matching contributions
to the Amoco Employee Savings Plan and accruals for the related ERISA
restoration plan for 1997 and for Mr. Sosa a Deferral Restoration Savings
Plan contribution for 1997 of $15,227.
6 Mr. Sosa joined Amoco in October 1995.
- --------------------------------------------------------------------------------
8
<PAGE>
STOCK OPTIONS
The following two tables provide information on stock option grants made to
the named executive officers in 1997, options or tandem SARs exercised during
1997, and options/SARs outstanding on December 31, 1997.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
STOCK OPTION GRANTS IN 1997(1,2)
Individual Grants
----------------------------------------------------------------------------------------
NUMBER OF PERCENT OF TOTAL
SECURITIES UNDERLYING OPTIONS GRANTED TO EXERCISE OR BASE GRANT DATE
NAME OPTIONS GRANTED (#) EMPLOYEES IN 1997 PRICE ($ PER SHARE) EXPIRATION DATE PRESENT VALUE ($)
- ------------ ---------------------- ------------------ ------------------- --------------- -----------------
<S> <C> <C> <C> <C> <C>
H. L. FULLER 140,000 4.1% $90.1875 03/25/07 $2,354,800
W. G. LOWRIE 75,000 2.2% 90.1875 03/25/07 1,261,500
J. E. FLIGG 55,000 1.6% 90.1875 03/25/07 925,100
E. J. SOSA 50,000 1.5% 90.1875 03/25/07 841,000
W. D. FORD 50,000 1.5% 90.1875 03/25/07 841,000
</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 1997 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.
(2) Share amounts have not been adjusted for 2-for-1 stock split to be effective
April 28, 1998.
- --------------------------------------------------------------------------------
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 25, 1997. The values generated by this model depend upon
certain assumptions, as follows: an average holding period before exercise of
6.0 years; a constant dividend yield on underlying stock of 4.0 percent; an
assumed annual volatility of underlying stock of 17.2 percent; and a risk-free
rate of return for the option period of 6.7 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 1997 AND OPTION/SAR VALUES AT DECEMBER 31, 1997(1)
Number of
securities underlying Value of unexercised
unexercised options/SARs in-the-money options/SARs
at 12/31/97 (#) at 12/31/97 ($)
---------------------------- ----------------------------
NUMBER OF SECURITIES
UNDERLYING OPTIONS/ VALUE
NAME SARs EXERCISED (#) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------ -------------------- ---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
H. L. FULLER 36,000 $1,756,123 624,000 200,000 $18,565,808 $727,800
W. G. LOWRIE 7,000 308,438 283,000 110,000 8,372,039 424,550
J. E. FLIGG 9,000 396,563 219,000 82,500 6,252,314 333,575
E. J. SOSA -0- -0- 75,000 75,000 1,378,500 303,250
W. D. FORD 17,000 551,438 140,000 75,000 3,375,388 303,250
</TABLE>
(1) Share amounts have not been adjusted for 2-for-1 stock split to be effective
April 28, 1998.
- --------------------------------------------------------------------------------
9
<PAGE>
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 bonus earns interest or is deemed to be invested in phantom shares
of Amoco stock which earn dividend equivalents. For 1995, pursuant to the
agreement, Mr. Sosa was awarded 35,000 shares of restricted stock, an option
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 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 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,
1998, he would have been entitled to a lump sum of approximately $3.3 million
for income forgone. If Mr. Sosa's employment is terminated for any other
reason during the term of the agreement, including 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 any one or
more of the following occurs: (1) any person or group of persons is or
becomes the beneficial owner, directly or
10
<PAGE>
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 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 common purpose of both
philosophies 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 1997 the primary comparison group included a broad
range of both oil and non-oil companies, most of which are in the Fortune
100, and which is referred to as the "comparison group."
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 factors such as individual performance
and market-based pay considerations.
During 1997, the Corporation adopted a salary increase guideline of 4.0
percent for the executive population, which consists of approximately the top
350 executives. In the case of Mr. Fuller, the Committee took into account
the substantial market-related salary increase awarded the previous year,
current competitive data which showed his salary level to be near the median
base salary level for comparable positions in the comparison group, and Mr.
Fuller's own request that his base salary rate not be increased. Given these
considerations, and viewed within the context of the total compensation
package, the Committee decided to maintain Mr. Fuller's base salary rate at
its current level. Increases were awarded to the other named executive
11
<PAGE>
officers, taking into account individual performance, competitive
positioning, the salary increase guideline, and Mr. Fuller's specific
recommendations.
BONUSES
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 1997 were set to be
competitive with the median of such targets for executives in similar
positions 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.
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 1997, as explained below.
In 1997, 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 measures of (1) return on capital employed
("ROCE") relative to a group of major oils (Atlantic Richfield Company,
British Petroleum Company, p.l.c., Chevron Corporation, Exxon Corporation,
Mobil Corporation, Texaco, Inc., and the US Operations of Royal Dutch
Petroleum Company, referred to as the "VIP comparison group"), and (2)
reported net income in comparison to the Corporation's performance plan.
These two measures were given equal weight.
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 1997 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 operations, people (including employment-related goals) 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 125 percent of each
executive's target for the IVC component, based primarily upon the year-end
estimate that 1997 would be a strong earnings year for Amoco, meeting or
exceeding Amoco's goals for earnings and ROCE, but also recognizing that
relative performance versus the VIP comparison group was expected to slip
somewhat. Competitive compensation data were also considered in establishing
the guideline. 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 1997 performance year, Mr. Fuller's target was established at 80
percent of his 1997 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, while the results on the reported net income measure were above the
target performance goal. The combined outcome under these two measures
resulted in a payout for Mr. Fuller of $373,600 attributable to the VIP
component, which was below the target level.
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 1997 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 14 of this Proxy
12
<PAGE>
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 reflecting the Committee's
positive evaluation of his individual performance during 1997, Mr. Fuller was
awarded $570,000, which was above the IVC guideline.
The sum of the two components ($373,600 for VIP and $570,000 for IVC)
resulted in the total bonus of $943,600 for the 1997 performance year, which
was above Mr. Fuller's target. A similar approach to bonuses paid in 1998 for
the 1997 performance year was applied for the other named executive officers.
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
1997 was 140,000. 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 1996. See page 10 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. In an effort to comply with the regulations under Section
162(m) of the Internal Revenue Code and to ensure that stock options and
bonus awards 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. J. Ferris, Chairman E. B. Davis, Jr.
D. R. Beall F. A. Maljers
R. S. Block A. C. Martinez
13
<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, 1992, and ending December 31, 1997.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
COMPARISON OF FIVE-YEAR TOTAL RETURN
97
1992 1993 1994 1995 1996 1997 Incr/(Decr)
---- ---- ---- ---- ---- ---- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Selected Peer Group $100 $123 $131 $175 $223 $280 25.54%
- ----------------------------------------------------------------------------------------------
Amoco $100 $113 $131 $165 $192 $210 8.91%
- ----------------------------------------------------------------------------------------------
S&P 500 $100 $110 $111 $153 $188 $251 33.30%
- ----------------------------------------------------------------------------------------------
</TABLE>
Assumes $100 invested on December 31, 1992, 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 $ 360,000
800,000 66,668 133,336 200,004 266,672 333,340 400,008 466,676 480,000
1,000,000 83,335 166,670 250,005 333,340 416,675 500,010 583,345 600,000
1,200,000 100,002 200,004 300,006 400,008 500,010 600,012 700,014 720,000
1,400,000 116,669 233,338 350,007 466,676 583,345 700,014 816,683 840,000
1,600,000 133,336 266,672 400,008 533,344 666,680 800,016 933,352 960,000
1,800,000 150,003 300,006 450,009 600,012 750,015 900,018 1,050,021 1,080,000
2,000,000 166,670 333,340 500,010 666,680 833,350 1,000,020 1,166,690 1,200,000
2,200,000 183,337 366,674 550,011 733,348 916,685 1,100,022 1,283,359 1,320,000
2,400,000 200,004 400,008 600,012 800,016 1,000,020 1,200,024 1,400,028 1,440,000
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
14
<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 14 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 1997, the following executive officers had participated in the
Retirement Plan for the following periods rounded to the nearest whole year:
H. L. Fuller, 37 years; W. G. Lowrie, 32 years; J. E. Fligg, 30 years; E. J.
Sosa, 2 years; and W. D. Ford, 27 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
1998. 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 1998 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 1998.
15
<PAGE>
GENERAL MATTERS
Shareholder proposals submitted for inclusion in the proxy statement for
the 1999 Annual Meeting must comply with the requirements of the Securities
and Exchange Commission. 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. Shareholder proposals submitted for
inclusion in the proxy statement for the 1999 Annual Meeting must be received
no later than November 16, 1998, at Amoco's executive offices:
Attention: Stephen F. Gates
Vice President, General Counsel
and Corporate Secretary
Amoco Corporation
Mail Code 2106A
200 E. Randolph Drive
Chicago, IL 60601-7125
Any other proposal which a shareholder desires to be presented for action
at an Annual Meeting must be received by the Chairman or Corporate Secretary
no more than 120 and no fewer than 90 days prior to the relevant meeting date
and must include a brief description of the business desired to be brought
before the meeting, the shareholder's name and address, evidence of share
ownership, the number of shares owned, and disclosure of any interest or
benefit which the proponent may have in the matter proposed that is not
shared with the shareholders at large.
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
16 Printed on recycled paper
<PAGE>
APPENDIX TO AMOCO CORPORATION 1998 PROXY STATEMENT
March 16, 1998
DESCRIPTION OF GRAPHICS OMITTED FROM EDGAR SUBMISSION
On page 3 are five photographs of Nominees for Director, placed in the
following order, reading top to bottom.
1. Photograph of Ruth S. Block, page 3 of printed proxy.
2. Photograph of John H. Bryan, page 3 of printed proxy.
3. Photograph of Arthur C. Martinez, page 3 of printed proxy.
4. Photograph of Walter E. Massey, page 3 of printed proxy.
5. Photograph of Michael H. Wilson, page 3 of printed proxy.
On page 4 are four photographs of Current Directors, placed in the following
order, reading top to bottom.
6. Photograph of Donald R. Beall, page 4 of printed proxy.
7. Photograph of Erroll B. Davis, Jr., page 4 of printed proxy.
8. Photograph of Richard J. Ferris, page 4 of printed proxy.
9. Photograph of H. Laurance Fuller, page 4 of printed proxy.
On page 5 are four photographs of Current Directors, placed in the following
order, reading top to bottom.
10. Photograph of William G. Lowrie, page 5 of printed proxy.
11. Photograph of Floris A. Maljers, page 5 of printed proxy.
12. Photograph of Martha R. Seger, page 5 of printed proxy.
13. Photograph of Theodore M. Solso, page 5 of printed proxy.
<PAGE>
AMOCO CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
P R O X Y
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 28, 1998, 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 properly coming before the Annual Meeting.
Election of 5 directors, each for a three-year term.
Nominees:
RUTH S. BLOCK, JOHN H. BRYAN, ARTHUR C. MARTINEZ, WALTER E. MASSEY AND MICHAEL
H. WILSON
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 AND 2.
- --------------------------------------------------------------------------------
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 HERE*
[LOGO]
ANNUAL MEETING OF SHAREHOLDERS OF
AMOCO CORPORATION
APRIL 28, 1998
9:30 A.M.
ARTHUR RUBLOFF AUDITORIUM OF
THE ART INSTITUTE OF CHICAGO
COLUMBUS DRIVE AND EAST MONROE STREET (EAST ENTRANCE)
CHICAGO, ILLINOIS
AMOCO CORPORATION WILL REQUIRE PROOF OF SHARE OWNERSHIP FOR ADMITTANCE TO ITS
1998 ANNUAL MEETING OF SHAREHOLDERS.
PLEASE BRING EITHER THIS BOTTOM PORTION OF YOUR VOTING CARD OR YOUR ACCOUNT
STATEMENT WITH YOU TO THE ANNUAL MEETING AS EVIDENCE OF SHARE OWNERSHIP. PLEASE
PRESENT THIS CARD AT REGISTRATION TO OBTAIN A TICKET FOR ADMISSION TO THE
MEETING.
<PAGE>
PLEASE MARK YOUR
X 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 AND 2.
- --------------------------------------------------------------------------------
FOR WITHHELD
1. Election of directors (see reverse) / / / /
For, except vote withheld from the following nominee(s):
- -------------------------------------------------------
FOR AGAINST ABSTAIN
2. Appointment of Price Waterhouse as independent / / / / / /
accountants
- --------------------------------------------------------------------------------
Mark box at right if comment 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.
*FOLD AND DETACH HERE*
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 R O X Y
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 28, 1998.
Under the AESP and APSP, a participant may instruct the Trustee how to vote the
Amoco Shares allocable to or owned by his or her account at Amoco Corporation
shareholder meetings.
IF YOU WISH TO INSTRUCT THE TRUSTEE HOW TO VOTE YOUR SHARES, PLEASE COMPLETE AND
SIGN THE REVERSE SIDE OF THIS CARD AND MAIL IT TO REACH THE TRUSTEE BY APRIL 17,
1998. 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 VOTING
DIRECTION, THE TRUSTEE WILL VOTE SUCH SHARES "FOR" PROPOSALS 1 AND 2.
IF BY APRIL 17, 1998, THE TRUSTEE HAS NOT RECEIVED THIS COMPLETED CARD, 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:
RUTH S. BLOCK, JOHN H. BRYAN, ARTHUR C. MARTINEZ, WALTER E. MASSEY AND MICHAEL
H. WILSON.
-----------
SEE REVERSE
SIDE
-----------
- --------------------------------------------------------------------------------
*FOLD AND DETACH HERE*
[LOGO]
ANNUAL MEETING OF SHAREHOLDERS OF
AMOCO CORPORATION
APRIL 28, 1998
9:30 A.M.
ARTHUR RUBLOFF AUDITORIUM OF
THE ART INSTITUTE OF CHICAGO
COLUMBUS DRIVE AND EAST MONROE STREET (EAST ENTRANCE)
CHICAGO, ILLINOIS
AMOCO CORPORATION WILL REQUIRE PROOF OF SHARE OWNERSHIP FOR ADMITTANCE TO ITS
1998 ANNUAL MEETING OF SHAREHOLDERS.
PLEASE BRING EITHER THIS BOTTOM PORTION OF YOUR VOTING CARD OR YOUR ACCOUNT
STATEMENT WITH YOU TO THE ANNUAL MEETING AS EVIDENCE OF SHARE OWNERSHIP. PLEASE
PRESENT THIS CARD AT REGISTRATION TO OBTAIN A TICKET FOR ADMISSION TO THE
MEETING.
<PAGE>
PLEASE MARK YOUR
X VOTES AS IN THIS
EXAMPLE.
I DIRECT 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.
- --------------------------------------------------------------------------------
FOR WITHHELD
1. Election of directors (see reverse) / / / /
For, except vote withheld from the following nominee(s):
- -------------------------------------------------------
FOR AGAINST ABSTAIN
2. Appointment of Price Waterhouse as independent / / / / / /
accountants
- --------------------------------------------------------------------------------
SIGNATURE(S): DATE:
---------------------------------------------------- ----------
Please complete, sign, and return this card so that it is received by the
Trustee no later than April 17, 1998.
*FOLD AND DETACH HERE*
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 17, 1998. 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 17, 1998, 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.
<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 28, 1998.
R
Under the Amoco Fabrics and Fibers Company 401(k) Savings Plans, a
participant may instruct the Trustee how 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 YOUR SHARES, PLEASE
O COMPLETE AND SIGN THE REVERSE SIDE OF THIS CARD AND MAIL IT TO REACH THE
TRUSTEE BY APRIL 17, 1998. 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 17, 1998, THE TRUSTEE HAS NOT RECEIVED THIS COMPLETED CARD,
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.
Y
Nominees:
RUTH S. BLOCK, JOHN H. BRYAN, ARTHUR C. MARTINEZ, WALTER E. MASSEY
AND MICHAEL H. WILSON
-----------
SEE REVERSE
SIDE
-----------
^ FOLD AND DETACH CARD HERE ^
[LOGO]
ANNUAL MEETING OF SHAREHOLDERS OF
AMOCO CORPORATION
APRIL 28, 1998
9:30 A.M.
ARTHUR RUBLOFF AUDITORIUM OF
THE ART INSTITUTE OF CHICAGO
COLUMBUS DRIVE AND EAST MONROE STREET (EAST ENTRANCE)
CHICAGO, ILLINOIS
AMOCO CORPORATION WILL REQUIRE PROOF OF SHARE
OWNERSHIP FOR ADMITTANCE TO ITS 1998 ANNUAL
MEETING OF SHAREHOLDERS.
PLEASE BRING EITHER THIS BOTTOM PORTION OF YOUR
VOTING CARD OR YOUR ACCOUNT STATEMENT WITH YOU TO
THE ANNUAL MEETING AS EVIDENCE OF SHARE OWNERSHIP.
PLEASE PRESENT THIS CARD AT REGISTRATION TO OBTAIN
A TICKET FOR ADMISSION TO THE MEETING.
<PAGE>
/X/ PLEASE MARK YOUR VOTES
AS IN THIS EXAMPLE.
<TABLE>
<CAPTION>
I DIRECT THE AMOCO 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>
With-
1. Election of directors. For held For Against Abstain
(SEE REVERSE)
/ / / / 2. Appointment of Price Waterhouse / / / / / /
as independent accountants.
For, except vote withheld from the following nominee(s):
- ------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
SIGNATURE(S): DATE:
------------------------------------- -------------------------
Please complete, sign, and return this card so that it is received by the
Trustee no later than April 17, 1998.
^ FOLD AND DETACH HERE ^
IF YOU WISH TO INSTRUCT THE TRUSTEE HOW TO VOTE
THE AMOCO 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 17, 1998. 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 17, 1998, 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.
