-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RoZ4AvXKHjhTek1BYe97iIRurhmrqOXJ8pkVvtVoJMn/S9HkxFaDc6Z0NUpEnI/N CotkEYt+N+fQZwuwnRaDpA== 0000950150-97-000734.txt : 19970513 0000950150-97-000734.hdr.sgml : 19970513 ACCESSION NUMBER: 0000950150-97-000734 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 12 FILED AS OF DATE: 19970512 EFFECTIVENESS DATE: 19970512 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATLANTIC RICHFIELD CO /DE CENTRAL INDEX KEY: 0000775483 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 230371610 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-26901 FILM NUMBER: 97600723 BUSINESS ADDRESS: STREET 1: 515 S FLOWER ST CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2134863511 S-8 1 FORM S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 12, 1997. REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ ATLANTIC RICHFIELD COMPANY (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 23-0371610 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
515 SOUTH FLOWER STREET, LOS ANGELES, CALIFORNIA 90071 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) ATLANTIC RICHFIELD CAPITAL ACCUMULATION PLAN II ATLANTIC RICHFIELD CAPITAL ACCUMULATION PLAN III ATLANTIC RICHFIELD SAVINGS PLAN II ATLANTIC RICHFIELD SAVINGS PLAN III (FULL TITLE OF THE PLANS) BRUCE G. WHITMORE, ESQ. SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY ATLANTIC RICHFIELD COMPANY 515 SOUTH FLOWER STREET, LOS ANGELES, CALIFORNIA 90071 (213) 486-1774 (NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) Copy to DIANE A. WARD, ESQ. SENIOR COUNSEL -- SECURITIES & FINANCE ATLANTIC RICHFIELD COMPANY 515 SOUTH FLOWER STREET, LOS ANGELES, CALIFORNIA 90071 (213) 486-2808 ------------------------ CALCULATION OF REGISTRATION FEE ================================================================================================= PROPOSED PROPOSED MAXIMUM AMOUNT OF TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING AGGREGATE REGISTRATION TO BE REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE FEE - ------------------------------------------------------------------------------------------------- Shares of Common Stock, par value $2.50 per share, which may be purchased or distributed pursuant to the Atlantic Richfield Capital Accumulation Plan II, Atlantic Richfield Capital Accumulation Plan III, Atlantic Richfield Savings Plan II and Atlantic Richfield Savings Plan III.... 3,000,000(1) $144.8125(2) $434,437,500(2) $131,648 =================================================================================================
(1) This registration statement also relates to such indeterminate number of additional shares as may be offered as a result of a stock split or similar transaction. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c), based on the average of the high and low prices per share of the Registrant's Common Stock on May 7, 1997, as reported on the New York Stock Exchange Composite Tape. ================================================================================ 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT REGISTRATION OF ADDITIONAL SHARES. Pursuant to General Instruction E to Form S-8, this Registration Statement is filed for the purpose of registering 3,000,000 additional shares of common stock, par value $2.50 per share ("Common Stock"), of Atlantic Richfield Company (the "Company"), a Delaware corporation, authorized for issuance under the terms of each of the Atlantic Richfield Capital Accumulation Plan II (the "CAP Plan II"), the Atlantic Richfield Capital Accumulation Plan III (the "CAP Plan III"), the Atlantic Richfield Savings Plan II (the "Savings Plan II") and the Atlantic Richfield Savings Plan III (the "Savings Plan III"). ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. Pursuant to General Instruction E to Form S-8, the contents of the following Registration Statements filed with the Securities and Exchange Commission (the "Commission") on November 7, 1990, are hereby incorporated by reference: (1) CAP Plan II Post-Effective Amendment No. 4 to Registration Statement on Form S-8, Registration No. 33-21160 and Post-Effective Amendment No. 4 to Registration Statement on Form S-8, Registration No. 33-23639. (2) CAP Plan III Post-Effective Amendment No. 4 to Registration Statement on Form S-8, Registration No. 33-21553 and Post-Effective Amendment No. 4 to Registration Statement on Form S-8, Registration No. 33-23640. (3) Savings Plan II Post-Effective Amendment No. 4 to Registration Statement on Form S-8, Registration No. 33-21162. (4) Savings Plan III Post-Effective Amendment No. 4 to Registration Statement on Form S-8, Registration No. 33-21552. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Diane A. Ward, Esq., Senior Counsel -- Securities & Finance of the Company, 515 South Flower Street, Los Angeles, California 90071, has rendered an opinion with respect to the shares of Common Stock offered pursuant to this Registration Statement. As of May 7, 1997, she owned directly options to purchase 997 shares of such stock and owned indirectly approximately 904 shares of Common Stock under the Company's benefit plans. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Reference is made to Section 145 of the General Corporation Law of the State of Delaware as set forth below. Section 145 of the General Corporation Law of the State of Delaware provides: (a) A corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or 1 3 proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. (b) A corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. (c) To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b), or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. (d) Any indemnification under subsections (a) and (b) (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subsections (a) and (b). Such determination shall be made (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (3) by the stockholders. (e) Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative, or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this Section. Such expenses (including attorneys' fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate. (f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. (g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another 2 4 corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this section. (h) For purposes of this Section, references to "the corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. (i) For purposes of this Section, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this Section. (j) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. (k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation's obligation to advance expenses (including attorneys' fees). The Company currently carries Directors' and Officers' Liability Insurance with a limit of $205 million to the extent authorized by the By-Laws of the Company and the laws of the State of Delaware. ITEM 8. EXHIBITS. 3.1 Restated Certificate of Incorporation of the Company as of June 27, 1994, filed with the Commission as Exhibit 3 to the Company's report on Form 10-Q for the quarterly period ended June 30, 1994, under File No. 1-1196 and incorporated herein by reference. 3.2 By-Laws of the Company as amended through January 23, 1989, filed with the Commission as Exhibit 3.2 to the Company's report on Form 10-K for the year 1993, under File No. 1-1196 and incorporated herein by reference. 4.1 Rights Agreement dated as of July 24, 1995 between the Company and First Chicago Trust Company of New York, as Rights Agent, filed with the Commission as Exhibit 4 to the Company's report on Form 10-Q for the quarterly period ended June 30, 1995, under File No. 1-1196 and incorporated herein by reference.
3 5 4.2(a) Amendment and restatement of the CAP Plan II, effective July 1, 1994, filed with the Commission on December 19, 1994, as Exhibit 10 to the CAP Plan II's Annual Report on Form 11-K for the fiscal year ended June 30, 1994, under File Nos. 33-21160 and 33-23639 and incorporated herein by reference. 4.2(b) Amendment and restatement of the CAP Plan III, effective July 1, 1994, filed with the Commission on December 19, 1994, as Exhibit 10 to the CAP Plan III's Annual Report on Form 11-K for the fiscal year ended June 30, 1994, under File Nos. 33-21553 and 33-23640 and incorporated herein by reference. 4.2(c) Amendment and restatement of the Savings Plan II, effective July 1, 1994, filed with the Commission on December 19, 1994, as Exhibit 10 to the Savings Plan II's Annual Report on Form 11-K for the fiscal year ended June 30, 1994, under File No. 33-21162 and incorporated herein by reference. 4.2(d) Amendment and restatement of the Savings Plan III, effective July 1, 1994, filed with the Commission on December 19, 1994, as Exhibit 10 to the Savings Plan III's Annual Report on Form 11-K for the fiscal year ended June 30, 1994, under File No. 33-21552 and incorporated herein by reference. 4.3(a) Amendment No. 1 to the amended and restated CAP Plan II, effective July 1, 1994, filed with the Commission on December 16, 1996, as Exhibit 10.1 to the CAP Plan II's Annual Report on Form 11-K for the fiscal year ended June 30, 1996, under File Nos. 33-21160 and 33-23639 and incorporated herein by reference. 4.3(b) Amendment No. 1 to the amended and restated CAP Plan III, effective July 1, 1994, filed with the Commission on December 16, 1996, as Exhibit 10.1 to the CAP Plan III's Annual Report on Form 11-K for the fiscal year ended June 30, 1996, under File Nos. 33-21553 and 33-23640 and incorporated herein by reference. 4.3(c) Amendment No. 1 to the amended and restated Savings Plan II, effective July 1, 1994, filed with the Commission on December 16, 1996, as Exhibit 10.1 to the Savings Plan II's Annual Report on Form 11-K for the fiscal year ended June 30, 1996, under File No. 33-21162 and incorporated herein by reference. 4.3(d) Amendment No. 1 to the amended and restated Savings Plan III, effective July 1, 1994, filed with the Commission on December 16, 1996, as Exhibit 10.1 to the Savings Plan III's Annual Report on Form 11-K for the fiscal year ended June 30, 1996, under File No. 33-21552 and incorporated herein by reference. 4.4(a) Amendment No. 2 to the amended and restated CAP Plan II, effective August 5, 1996, filed with the Commission on December 16, 1996, as Exhibit 10.2 to the CAP Plan II's Annual Report on Form 11-K for the fiscal year ended June 30, 1996, under File Nos. 33-21160 and 33-23639 and incorporated herein by reference. 4.4(b) Amendment No. 2 to the amended and restated CAP Plan III, effective August 5, 1996, filed with the Commission on December 16, 1996, as Exhibit 10.2 to the CAP Plan III's Annual Report on Form 11-K for the fiscal year ended June 30, 1996, under File Nos. 33-21553 and 33-23640 and incorporated herein by reference. 4.4(c) Amendment No. 2 to the amended and restated Savings Plan II, effective August 5, 1996, filed with the Commission on December 16, 1996, as Exhibit 10.2 to the Savings Plan II's Annual Report on Form 11-K for the fiscal year ended June 30, 1996, under File No. 33-21162 and incorporated herein by reference. 4.4(d) Amendment No. 2 to the amended and restated Savings Plan III, effective August 5, 1996, filed with the Commission on December 16, 1996, as Exhibit 10.2 to the Savings Plan III's Annual Report on Form 11-K for the fiscal year ended June 30, 1996, under File No. 33-21552 and incorporated herein by reference.
4 6 4.5(a) CAP Plan II Trust Agreement between the Company and State Street Bank and Trust Company, as Trustee for the CAP Plan II (the "Trustee"), effective July 1, 1988, filed as an exhibit to this registration statement. 4.5(b) CAP Plan III Trust Agreement between the Company and the Trustee for the CAP Plan III, effective July 1, 1988, filed as an exhibit to this registration statement. 4.5(c) Savings Plan II Trust Agreement between the Company and the Trustee for the Savings Plan II, effective July 1, 1988, filed as an exhibit to this registration statement. 4.5(d) Savings Plan III Trust Agreement between the Company and the Trustee for the Savings Plan III, effective July 1, 1988, filed as an exhibit to this registration statement. 4.6(a) Amendment No. 1 to the CAP Plan II Trust Agreement between the Company and the Trustee for the CAP Plan II, effective August 5, 1996, filed as an exhibit to this registration statement. 4.6(b) Amendment No. 1 to the CAP Plan II between the Company and the Trustee for the CAP Plan III, effective August 5, 1996, filed as an exhibit to this registration statement. 4.6(c) Amendment No. 1 to the Savings Plan II between the Company and the Trustee for the Savings Plan II, effective August 5, 1996, filed as an exhibit to this registration statement. 4.6(d) Amendment No. 1 to the Savings Plan III between the Company and the Trustee for the Savings Plan III, effective August 5, 1996, filed as an exhibit to this registration statement. 5.1 Opinion of Diane A. Ward, Esq., dated May 7, 1997, as to the validity of the shares of Common Stock of the Registrant being registered. 5.2 The Registrant hereby undertakes to submit to the Internal Revenue Service ("IRS") any amendments to any of the plans in a timely manner and will make all changes required by the IRS in order to qualify the plans. 23.1 Consent of Coopers & Lybrand L.L.P. 23.2 Consent of Diane A. Ward, Esq. (included in Exhibit 5.1). 24 Power of Attorney.
5 7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on May 9, 1997. ATLANTIC RICHFIELD COMPANY By: /s/ ALLAN L. COMSTOCK ------------------------------------ Allan L. Comstock Vice President and Controller Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
SIGNATURE TITLE DATE - ------------------------------------------ ------------------------------ ----------------- *MIKE R. BOWLIN Chairman of the Board - ------------------------------------------ Chief Executive Officer Mike R. Bowlin and President Principal executive officer *ANTHONY G. FERNANDES Executive Vice President - ------------------------------------------ Anthony G. Fernandes *MARIE L. KNOWLES Executive Vice President - ------------------------------------------ and Chief Financial Marie L. Knowles Officer Principal financial officer *WILLIAM E. WADE JR. Executive Vice President - ------------------------------------------ William E. Wade, Jr. *FRANK D. BOREN Director - ------------------------------------------ Frank D. Boren *LODWRICK M. COOK Director May 9, 1997 - ------------------------------------------ Lodwrick M. Cook *RICHARD H. DEIHL Director - ------------------------------------------ Richard H. Deihl *JOHN GAVIN Director - ------------------------------------------ John Gavin *HANNA H. GRAY Director - ------------------------------------------ Hanna H. Gray *PHILIP M. HAWLEY Director - ------------------------------------------ Philip M. Hawley *KENT KRESA Director - ------------------------------------------ Kent Kresa
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SIGNATURE TITLE DATE - ------------------------------------------ ------------------------------ ----------------- *DAVID T. MCLAUGHLIN Director - ------------------------------------------ David T. McLaughlin *JOHN B. SLAUGHTER Director - ------------------------------------------ John B. Slaughter *HENRY WENDT Director May 9, 1997 - ------------------------------------------ Henry Wendt /s/ ALLAN L. COMSTOCK Vice President and - ------------------------------------------ Controller Allan L. Comstock Principal accounting officer
*By: ALLAN L. COMSTOCK --------------------------------- Allan L. Comstock (Attorney-in-Fact) 7 9 PLAN SIGNATURES Pursuant to the requirements of the Securities Act of 1933, each of the Atlantic Richfield Capital Accumulation Plan II, the Atlantic Richfield Capital Accumulation Plan III, the Atlantic Richfield Savings Plan II and the Atlantic Richfield Savings Plan III has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on May 9, 1997. ATLANTIC RICHFIELD CAPITAL ACCUMULATION PLAN II By: /s/ JOHN H. KELLY --------------------------------------------- John H. Kelly Chairperson of the Capital Accumulation Plan II Administrative Committee ATLANTIC RICHFIELD CAPITAL ACCUMULATION PLAN III By: /s/ JOHN H. KELLY --------------------------------------------- John H. Kelly Chairperson of the Capital Accumulation Plan III Administrative Committee ATLANTIC RICHFIELD SAVINGS PLAN II By: /s/ JOHN H. KELLY --------------------------------------------- John H. Kelly Chairperson of the Savings Plan II Administrative Committee ATLANTIC RICHFIELD SAVINGS PLAN III By: /s/ JOHN H. KELLY --------------------------------------------- John H. Kelly Chairperson of the Savings Plan III Administrative Committee 8 10 INDEX TO EXHIBITS
SEQUENTIALLY EXHIBIT NUMBERED NO. DESCRIPTION PAGE ------- ------------------------------------------------------------------- ----------- 3.1 Restated Certificate of Incorporation of the Company as of June 27, 1994, filed with the Commission as Exhibit 3 to the Company's report on Form 10-Q for the quarterly period ended June 30, 1994, under File No. 1-1196 and incorporated herein by reference......... 3.2 By-Laws of the Company as amended through January 23, 1989, filed with the Commission as Exhibit 3.2 to the Company's report on Form 10-K for the year 1993, under File No. 1-1196 and incorporated herein by reference................................................ 4.1 Rights Agreement dated as of July 24, 1995 between the Company and First Chicago Trust Company of New York, as Rights Agent, filed with the Commission as Exhibit 4 to the Company's report on Form 10-Q for the quarterly period ended June 30, 1995, under File No. 1-1196 and incorporated herein by reference........................ 4.2(a) Amendment and restatement of the CAP Plan II, effective July 1, 1994, filed with the Commission on December 19, 1994, as Exhibit 10 to the CAP Plan II's Annual Report on Form 11-K for the fiscal year ended June 30, 1994, under File Nos. 33-21160 and 33-23639 and incorporated herein by reference................................... 4.2(b) Amendment and restatement of the CAP Plan III, effective July 1, 1994, filed with the Commission on December 19, 1994, as Exhibit 10 to the CAP Plan III's Annual Report on Form 11-K for the fiscal year ended June 30, 1994, under File Nos. 33-21553 and 33-23640 and incorporated herein by reference................................... 4.2(c) Amendment and restatement of the Savings Plan II, effective July 1, 1994, filed with the Commission on December 19, 1994, as Exhibit 10 to the Savings Plan II's Annual Report on Form 11-K for the fiscal year ended June 30, 1994, under File No. 33-21162 and incorporated herein by reference................................................ 4.2(d) Amendment and restatement of the Savings Plan III, effective July 1, 1994, filed with the Commission on December 19, 1994, as Exhibit 10 to the Savings Plan III's Annual Report on Form 11-K for the fiscal year ended June 30, 1994, under File No. 33-21552 and incorporated herein by reference................................... 4.3(a) Amendment No. 1 to the amended and restated CAP Plan II, effective July 1, 1994, filed with the Commission on December 16, 1996, as Exhibit 10.1 to the CAP Plan II's Annual Report on Form 11-K for the fiscal year ended June 30, 1996, under File Nos. 33-21160 and 33-23639 and incorporated herein by reference...................... 4.3(b) Amendment No. 1 to the amended and restated CAP Plan III, effective July 1, 1994, filed with the Commission on December 16, 1996, as Exhibit 10.1 to the CAP Plan III's Annual Report on Form 11-K for the fiscal year ended June 30, 1996, under File Nos. 33-21553 and 33-23640 and incorporated herein by reference......................
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SEQUENTIALLY EXHIBIT NUMBERED NO. DESCRIPTION PAGE ------- ------------------------------------------------------------------- ----------- 4.3(c) Amendment No. 1 to the amended and restated Savings Plan II, effective July 1, 1994, filed with the Commission on December 16, 1996, as Exhibit 10.1 to the Savings Plan II's Annual Report on Form 11-K for the fiscal year ended June 30, 1996, under File No. 33-21162 and incorporated herein by reference...................... 4.3(d) Amendment No. 1 to the amended and restated Savings Plan III, effective July 1, 1994, filed with the Commission on December 16, 1996, as Exhibit 10.1 to the Savings Plan III's Annual Report on Form 11-K for the fiscal year ended June 30, 1996, under File No. 33-21552 and incorporated herein by reference...................... 4.4(a) Amendment No. 2 to the amended and restated CAP Plan II, effective August 5, 1996, filed with the Commission on December 16, 1996, as Exhibit 10.2 to the CAP Plan II's Annual Report on Form 11-K for the fiscal year ended June 30, 1996, under File Nos. 33-21160 and 33-23639 and incorporated herein by reference...................... 4.4(b) Amendment No. 2 to the amended and restated CAP Plan III, effective August 5, 1996, filed with the Commission on December 16, 1996, as Exhibit 10.2 to the CAP Plan III's Annual Report on Form 11-K for the fiscal year ended June 30, 1996, under File Nos. 33-21553 and 33-23640 and incorporated herein by reference...................... 4.4(c) Amendment No. 2 to the amended and restated Savings Plan II, effective August 5, 1996, filed with the Commission on December 16, 1996, as Exhibit 10.2 to the Savings Plan II's Annual Report on Form 11-K for the fiscal year ended June 30, 1996, under File No. 33-21162 and incorporated herein by reference...................... 4.4(d) Amendment No. 2 to the amended and restated Savings Plan III, effective August 5, 1996, filed with the Commission on December 16, 1996, as Exhibit 10.2 to the Savings Plan III's Annual Report on Form 11-K for the fiscal year ended June 30, 1996, under File No. 33-21552 and incorporated herein by reference...................... 4.5(a) CAP Plan II Trust Agreement between the Company and State Street Bank and Trust Company, as Trustee for the CAP Plan II (the "Trustee"), effective July 1, 1988, filed as an exhibit to this registration statement............................................. 4.5(b) CAP Plan III Trust Agreement between the Company and the Trustee for the CAP Plan III, effective July 1, 1988, filed as an exhibit to this registration statement..................................... 4.5(c) Savings Plan II Trust Agreement between the Company and the Trustee for the Savings Plan II, effective July 1, 1988, filed as an exhibit to this registration statement............................. 4.5(d) Savings Plan III Trust Agreement between the Company and the Trustee for the Savings Plan III, effective July 1, 1988, filed as an exhibit to this registration statement.......................... 4.6(a) Amendment No. 1 to the CAP Plan II Trust Agreement between the Company and the Trustee for the CAP Plan II, effective August 5, 1996, filed as an exhibit to this registration statement...........
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SEQUENTIALLY EXHIBIT NUMBERED NO. DESCRIPTION PAGE ------- ------------------------------------------------------------------- ----------- 4.6(b) Amendment No. 1 to the CAP Plan III between the Company and the Trustee for the CAP Plan III, effective August 5, 1996, filed as an exhibit to this registration statement............................. 4.6(c) Amendment No. 1 to the Savings Plan II between the Company and the Trustee for the Savings Plan II, effective August 5, 1996, filed as an exhibit to this registration statement.......................... 4.6(d) Amendment No. 1 to the Savings Plan III between the Company and the Trustee for the Savings Plan III, effective August 5, 1996, filed as an exhibit to this registration statement....................... 5.1 Opinion of Diane A. Ward, Esq., dated May 7, 1997, as to the validity of the shares of Common Stock of the Registrant being registered......................................................... 5.2 The Registrant hereby undertakes to submit to the Internal Revenue Service ("IRS") any amendments to any of the plans in a timely manner and will make all changes required by the IRS in order to qualify the plans.................................................. 23.1 Consent of Coopers & Lybrand L.L.P. ............................... 23.2 Consent of Diane A. Ward, Esq. (included in Exhibit 5.1)........... 24 Power of Attorney..................................................
EX-4.5(A) 2 CAP PLAN II TRUST AGREEMENT 1 EXHIBIT 4.5(a) ATLANTIC RICHFIELD CAPITAL ACCUMULATION PLAN II TRUST AGREEMENT ----------------- THIS AGREEMENT made this 14th day of June, 1988 between ATLANTIC RICHFIELD COMPANY a Delaware corporation ("ARCO") and STATE STREET BANK AND TRUST COMPANY, a banking corporation having its principal place of business at 225 Franklin Street, Boston, Massachusetts 01201 ("Trustee"); R E C I T A L S A. This instrument creates a trust for purposes of the Atlantic Richfield Capital Accumulation Plan II (the "Plan"). B. Effective July 1, 1988 the assets and liabilities of the Atlantic Richfield Capital Accumulation Plan allocable as of June 30, 1988 to the participants in the Plan are to be transferred to this trust. NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows: Creation of the Trust 1. There is hereby established with Trustee a trust consisting of all sums paid to Trustee for purposes of the Plan (including all trust assets paid over to Trustee by the trustee of the Atlantic Richfield Capital Accumulation Plan), investments thereof and earnings and appreciations - 1 - 2 thereon, which, less disbursements made by Trustee, are referred to herein as the "Fund" and shall be dealt with as herein provided. Trustee shall have no duty or authority to inquire into the correctness of amounts tendered to it or to enforce the collection of any contribution by ARCO or the members of the Plan ("Members"). Investment and Administration of the Fund 2. Trustee shall have the power to hold and invest the principal and income of the Fund in the following manner: (A) Common Stock of Atlantic Richfield Company purchased on the open market or from ARCO as may be directed by ARCO in accordance with the Plan; (B) In cash, such as deposits in interest bearing bank accounts, certificates of deposit, corporate or governmental obligations maturing in not more than five (5) years, financial futures contracts, deposits under a deposit administration or similar insurance contract or in a commingled or common investment account or fund established and maintained by a bank (which bank may be Trustee), including any fixed income commingled funds maintained by Trustee for qualified employee benefit accounts and the assets of which are invested primarily in debt obligations, in similar cash accounts managed by investment managers appointed by ARCO, or any combination of the foregoing investment media as ARCO determines; (C) In units of a fund, consisting of specified equity investments such as common or capital stock of issuers other than the ARCO, bonds, debentures or preferred stocks convertible into common or capital stock of such issuers, financial futures contracts, interests in any - 2 - 3 commingled or common equity fund established and maintained by an investment advisor or a bank (which bank may be a Trustee for the Plan), interests in any mutual fund or other similar types of equity investments and cash equivalent short-term investments maturing in less than one year, or in any combination thereof as ARCO may determine. (D) The Declaration of Trust creating a commingled or common fund with respect to which the Trust participates is deemed to be part of this Trust Agreement to the same extent as if fully set forth at length. 3. The Atlantic Richfield Capital Accumulation Plan Administrative Committee ("Committee") shall furnish in writing to Trustee information sufficient to enable Trustee to allocate each contribution received by Trustee among the above several classes of investments in conformity with the provisions of the Plan and the investment options elected by the Members. 4. This Paragraph is intended to authorize appointment of an investment manager as contemplated in Section 402(c)(3) of the Employee Retirement Income Security Act of 1974 ("ERISA"). ARCO may appoint an investment manager with respect to some or all of the assets of the Fund. The appointment of the investment manager shall be made by an officer of ARCO or other named fiduciary authorized by a resolution of ARCO's Board of Directors to make such appointments. The authority of the investment manager shall not begin until Trustee receives from ARCO notice satisfactory to Trustee that the investment manager has been appointed and that the investment manager has acknowledged in writing that with - 3 - 4 respect to the relevant assets of the Fund he or she or it is a fiduciary with respect to the Plan within the meaning of ERISA. The investment manager's authority shall continue until Trustee receives similar notice that the appointment has been rescinded. By notifying Trustee of the appointment of an investment manager, ARCO shall be deemed to warrant that such investment manager meets the requirements of Section 3(38) of ERISA, but Trustee may demand independent evidence that any investment manager meets those requirements. The assets with respect to which a particular investment manager has been appointed shall be segregated from all other assets held by Trustee under this Agreement and the investment manager shall have the duty and power to direct Trustee in every aspect of their investment. Upon request, Trustee shall execute appropriate powers of attorney authorizing an investment manager appointed hereunder to exercise the powers and duties of the investment manager. Trustee may rely upon any order, certificate, notice, direction or other documentary confirmation purporting to have been issued or given by an investment manager which Trustee believes to be genuine and to have been issued or given by such investment manager. Any oral direction shall be followed by a written confirmation as soon as practical. Trustee shall follow the procedures established by ARCO to validate such oral directions. 5. ARCO may direct that with respect to some or all of the assets of the Fund, Trustee shall be subject to the - 4 - 5 direction of a fiduciary named by ARCO in a manner prescribed by its Board of Directors. In such a case, Trustee shall be subject to proper direction of such fiduciary, and ARCO shall be deemed to warrant that all directions given by such fiduciary are proper, and made in accordance with the Plan, and are not contrary to the provisions of Title I of ERISA. When so appointed, such a fiduciary shall have the same powers as an investment manager appointed pursuant to Paragraph 4. The assets with respect to which a particular fiduciary has been appointed shall be segregated from all other assets held by Trustee under this Agreement and the fiduciary shall have the duty and power to direct Trustee in every aspect of their investment. Upon request, Trustee shall execute appropriate powers of attorney authorizing a fiduciary appointed hereunder to exercise the powers and duties of the investment fiduciary. Trustee may rely upon any order, certificate, notice, direction or other confirmation, whether written or oral, purporting to have been issued or given by a fiduciary which Trustee believes to be genuine and to have been issued or given by such investment fiduciary. Any oral direction shall be followed by a written confirmation as soon as practical. Trustee shall follow the procedures established by ARCO to validate such instructions. 6. When acting hereunder, whether in its discretion or at the direction of an investment manager or fiduciary named pursuant to Paragraph 4 or 5, Trustee shall have the powers granted Trustees by law and in addition shall have the power: - 5 - 6 (A) To vote any bonds or other securities of any corporation or other issuer at any time held in the trust provided that the shares of ARCO Common Stock in a Member's account shall be voted by the Trustee in accordance with the Member's instructions unless such instructions are not given within a reasonable period of time established by the Trustee; to otherwise consent to or request any action on the part of any such corporation or other issuer; to give general or special proxies or powers of attorney with or without power of substitution; to participate in any reorganization, recapitalization, merger or similar transaction with respect to such securities and to deposit such securities in any voting trust, pooling agreement or with any protective or like committee, or with a trustee, or with depositories designated thereby; to generally exercise any of the powers of an owner with respect to the securities or properties comprising the trust; to institute, compromise and defend actions and proceedings; to pay or contest any claim; to settle a claim by or against the trust by compromise, arbitration or otherwise; to release, in whole or in part, any claim belonging to the trust to the extent that the claim is uncollectible; provided that; (i) Each Member shall be entitled to direct the Trustee as to the manner in which whole shares of ARCO Common Stock credited to the Member's account shall be voted. Fractional shares of ARCO Common Stock shall be aggregated into whole shares of stock and voted by the Trustee in the same proportion as the aggregate shares which are voted by the Trustee pursuant to Members' written instructions. In the absence of voting instructions by one or more Members, the Trustee shall vote such shares in the aggregate in the same proportion as the aggregate shares which are voted by the Trustee pursuant to Members' written - 6 - 7 instructions. With respect to unallocated shares of ARCO Common Stock held in a loan suspense account, the Trustee shall vote such shares in the aggregate in the same proportion as the aggregate shares, allocated to Members' accounts, are voted by the Trustee pursuant to Members' written instructions. (ii) Each Member shall be entitled to direct the Trustee as to the manner in which rights other than voting rights attributable to whole shares of ARCO Common Stock credited to the Member's account shall be exercised. Rights attributable to fractional shares of ARCO Common Stock shall be aggregated into whole shares of stock and exercised by the Trustee in the same proportion as rights which are exercised by the Trustee pursuant to Members' written instructions. In the absence of instructions by one or more Members, the Trustee shall exercise such rights in the aggregate in the same proportion as the aggregate rights which are exercised by the Trustee pursuant to Members' written instructions. With respect to unallocated shares of ARCO Common Stock held in a loan suspense account, the Trustee shall exercise such rights in the aggregate in the same proportion as the aggregate shares, allocated to Members' accounts, are exercised by the Trustee pursuant to members' written instructions. (B) To hold property of the Fund in its own name or in the name of a nominee or nominees, without disclosure of the trust, or in bearer form so that it will pass by delivery; but no such holding shall relieve Trustee of its responsibility for the safe custody and disposition of the Fund in accordance with the provisions of this Agreement; Trustee's books and records shall at all times show that such property is part of the Fund; and Trustee shall be liable for any loss occasioned by the acts of its nominee or - 7 - 8 nominees with respect to securities registered in the name of the nominee or nominees as much as if such acts were the acts of Trustee; (C) To employ agents in the management of the Fund, provided that Trustee shall be responsible for the acts of such agents (other than acts of the United States Postal Service) as much as if they were acts of Trustee; (D) To make, execute and deliver, as Trustee, any conveyances, contracts, waivers, or other instruments in writing that Trustee may deem necessary or desirable in the exercise of its powers under this Agreement; (E) To apply for, purchase, hold and transfer any annuity contract for a participant in accordance with written instructions from ARCO in conjunction with the termination of the Plan, provided that no such contract shall provide for a life annuity; and (F) To do all other acts that Trustee may deem necessary or proper to carry out any of the powers set forth in this Agreement or otherwise in the best interests of the Fund. (G) As directed by ARCO, to borrow from any lender (including ARCO or the Trustee) to finance the acquisition of ARCO Common Stock, and to make payments on such loans, giving its note as Trustee with such reasonable interest and security for the loan as may be appropriate or necessary; provided that any such borrowing shall comply with the provisions of the Plan. 7. Trustee may hold uninvested or may invest in its discretion in short-term cash equivalents (including - 8 - 9 deposits, savings accounts and certificates of deposit with its own banking department or any common or collective trust fund maintained by Trustee which satisfies such objective): (i) any amount stated by ARCO or believed by Trustee to be needed in the near future for withdrawals from the Fund, or (ii) all or a portion of the proceeds of a loan described in Section 6(G) pending the acquisition of ARCO Common Stock. 8. Trustee, as and when directed by ARCO (or any committee or person or entity designated for such purpose in the Plan or otherwise by ARCO), shall make distributions or pay withdrawals, pay expenses of administering the Plan, buy, sell or turn in for redemption securities, and exercise or sell options, rights or warrants as shall be specified in any such direction. In the case of any such distribution or withdrawal, Trustee shall make or pay the same in cash or in kind, or in any combination thereof as provided in the direction. ARCO shall hold harmless and shall defend Trustee against any liability arising or asserted to arise out of Trustee's compliance with directions under this paragraph. 9. Trustee shall be paid such reasonable compensation for its service as Trustee as shall from time to time be agreed upon by ARCO and Trustee. Unless paid by ARCO, such compensation, and the expenses of administration of this Trust, may be withdrawn by Trustee from the Fund. 10. Trustee shall pay out of the Fund all taxes imposed or levied with respect to the Fund or any part thereof, under existing or future laws, and at ARCO's direction, may contest the validity or amount of any tax assessment, claim or demand respecting the Fund or any part thereof. - 9 - 10 11. The following additional rules shall govern the standard of conduct and liabilities of Trustee hereunder; (A) Trustee shall perform all of its functions hereunder with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, or in accordance with such other standard as may be required from time to time by law, and shall not be liable for any conduct on its part (including reliance on advice of counsel) which conforms to that standard. (B) Trustee shall hold ARCO, its subsidiaries and affiliates and each of the directors, officers or employees of ARCO and of any such affiliate or subsidiary harmless (including the cost of outside counsel) against any liability or excise tax asserted against ARCO or any such entity or person as a result of any breach by Trustee of any of its duties or fiduciary responsibilities. This Clause (B) shall not require Trustee to hold ARCO or any other entity or person harmless against any liability or excise tax arising out of action or inaction of Trustee pursuant to or pending direction by an investment manager or fiduciary named pursuant to Paragraph 4 or 5 or by ARCO pursuant to any provision of this Agreement. (C) Trustee shall not be liable for the acts or omissions of an investment manager or fiduciary appointed under Paragraph 4 or 5, and, except with respect to short-term investments under Paragraph 7, Trustee shall be under no obligation to invest or otherwise manage any asset of the Plan which is subject to the management of such investment manager or fiduciary, it being the intention of - 10 - 11 the parties that, except with respect to investments under Paragraph 7, Trustee shall have the full protection of Section 405 of ERISA. (D) Where an investment manager or fiduciary has been named pursuant to Paragraph 4 or 5 or where ARCO is required to give directions to Trustee, ARCO shall hold harmless and defend Trustee against any liability or excise tax arising out of Trustee's action or inaction pursuant to or pending direction by such investment manager, fiduciary or ARCO. This Clause (D) shall not apply to any liability arising out of any act or omission in which Trustee knowingly participates or which Trustee knowingly undertakes to conceal, knowing such act or omission to be a breach of fiduciary responsibility. (E) When so instructed by ARCO, Trustee shall deposit any assets held by it with a custodian named by ARCO, and ARCO shall hold harmless and defend Trustee against any liability arising or asserted to arise out of Trustee's compliance with directions under this paragraph. Accounting by Trustee 12. Trustee shall keep accurate and detailed accounts of all investments, receipts, disbursements, withdrawals and other transactions hereunder, and all records relating thereto shall be open to inspection and audit at all reasonable times by any person or corporation designated by ARCO. At such intervals as ARCO may from time to time designate, and as of the date of the removal or resignation of Trustee, Trustee shall file with ARCO a written account setting forth all investments, receipts, disbursements, withdrawals and other transactions effected by it during the period from the date of its last such account and a list of the assets of the Fund at the close of such period. Such - 11 - 12 account may be in the form of monthly or quarterly statements which taken together reflect the matters set forth in the preceding sentence. As between ARCO and Trustee, Trustee shall be forever released and discharged from all liability with respect to the propriety of acts and transactions shown in such account, except with respect to any such act or transaction as to which ARCO shall within 90 days following notification thereof have filed written objections with Trustee and except that no such accounting shall foreclose any liability of Trustee to ARCO arising under Paragraph 11(B). Except as provided in Paragraph 11(B), the liability of Trustee to persons other than ARCO shall be limited to actions under ERISA brought within the period permitted by law for the bringing of such actions. Removal and Resignation of Trustee 13. Trustee may be removed by ARCO at any time upon not less than 30 days' written notice and Trustee may resign at any time upon not less than 90 days' written notice. In either case, such notice may be wholly or partially waived by the party to whom it is due. Upon Trustee's removal or resignation, ARCO shall appoint a successor trustee who shall have the same powers and duties as those conferred upon Trustee hereunder, and upon acceptance of such appointment by the successor trustee, Trustee shall assign, transfer and pay over to such successor trustee the funds and properties then constituting the Fund. If ARCO fails within a reasonable time to name a successor trustee or otherwise direct proper disbursement of the Fund, Trustee may apply to any court of competent jurisdiction for appropriate relief. Trustee may in any event reserve such reasonable sum of money as it may deem advisable, to provide for any charges against the Fund for which it may be liable, and for payment of its fees and expenses in connection with the settlement of its account or otherwise. Any balance of - 12 - 13 such reserve remaining after the payment of such fees and expenses shall be paid over as aforesaid. 14. If the Plan is wholly or partially terminated, Trustee shall disburse the portion of the Fund affected by the termination as directed by ARCO. Trustee may elect to treat any such disbursement as a removal of Trustee with respect to the assets disbursed, in which case the provisions of Paragraph 13 shall apply. 15. ARCO may amend this Agreement by an instrument in writing signed by an authorized officer of ARCO or by any other named fiduciary authorized by a resolution of ARCO's Board of Directors to sign such amendment, provided that no such amendment shall divert any part of the Fund to purposes other than payment of benefits to Plan members and their beneficiaries or defrayal of reasonable expenses of administering the Plan, and, except with Trustee's consent, no amendment affecting the duties, responsibilities or rights of Trustee shall take effect until 30 days after a copy of said amendment is furnished to Trustee or, if Trustee gives notice of resignation within such 30-day period, until the resignation becomes effective. 16. ARCO may terminate this Agreement by directing disbursement of the entire Fund pursuant to Paragraph 13. Miscellaneous 17. Prior to satisfaction of all liabilities under the Plan, no part of the Fund shall inure to the benefit of ARCO or be used other than for purposes of providing benefits to Members and their beneficiaries and defraying reasonable expenses of administering the Plan. However; - 13 - 14 (A) If a contribution under the Plan is made by a mistake of fact, this paragraph shall not prohibit the return of an amount not in excess of such contribution at the direction of ARCO within one year after the contribution is paid; (B) If a contribution under the Plan is expressly conditioned on initial qualification of the Plan under Section 401 of the Internal Revenue Code of 1986, as amended, and if the Plan does not qualify, or continue to so qualify, this paragraph shall not prohibit the return of an amount not in excess of such contribution at the direction of ARCO within one year after the date of denial of qualification of the Plan; and (C) If a contribution under the Plan is expressly conditioned upon the deductibility of the contribution under Section 404 of the Internal Revenue Code of 1986, as amended, then, to the extent the deduction is disallowed, this paragraph shall not prohibit the return of an amount not in excess of such contribution (to the extent disallowed) at the direction of ARCO within one year after the disallowance of the deduction. Trustee may demand assurance satisfactory to it that the sum of all amounts being returned from the Trust under the Plan does not exceed the amount described above. 18. This Trust is intended to be entitled to an income tax exemption under Section 501(a) of the Internal Revenue Code of 1986 and wherever possible shall be construed to carry out that intention. Trustee may demand assurances satisfactory to it that any action it is directed to take will not adversely affect the tax exemption of the Trust. - 14 - 15 19. Any successor in interest to Trustee shall automatically become Trustee hereunder. 20. Any successor to all or part of the business of ARCO may become a party to this Agreement and, with respect to assets of the Fund which ARCO warrants to Trustee are allocable to such successor, this Agreement shall be deemed to create a separate trust composed of such assets and administered according to this Agreement, except that such successor shall be substituted for ARCO for all purposes hereunder. 21. Unless otherwise provided in this Agreement, any communications (including notices, instructions, or directions) required or permitted hereunder to be given by ARCO shall be given in writing addressed to the trust officer with whom ARCO customarily deals and signed by the officer delegated such power, or any other person or persons whom ARCO notifies Trustee are from time to time authorized to sign such communications. ARCO shall furnish Trustee specimen signatures of all persons authorized to sign communications to Trustee. 22. If any payment mailed by regular U.S. Mail to the last address of the payee furnished by ARCO is returned unclaimed, Trustee shall so notify ARCO and shall discontinue further payments to such payee until it receives further instructions of ARCO. 23. No amount held hereunder shall be subject to voluntary or involuntary alientation or to the claims of any creditor. 24. This Agreement shall be controlled by the law of the State of Massachusetts in all respects in which that law is not inconsistent with ERISA. - 15 - 16 25. This Agreement may be executed in counterparts, each of which shall be an original although the others are not produced. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the date first written above. ATTEST: ATLANTIC RICHFIELD COMPANY By: /s/ BARBARA M. HINDS By /s/ E. KENT DAMON, JR. --------------------------- ---------------------------------- Assistant Secretary E. Kent Damon, Jr. As named fiduciary appointed by the Board of Directors of Atlantic Richfield Company with power and Authority to negotiate, execute and deliver this Trust Agreement on behalf of Atlantic Richfield Company ATTEST: STATE STREET BANK AND TRUST COMPANY as Trustee By: /s/ ROBERT M. HANNIGAN By /s/ JOHN S. CONNOLLY --------------------------- ---------------------------------- ARCO hereby appoints the following fiduciaries pursuant to Paragraph 5. E. Kent Damon, Jr. Assets and/or Daniel W. Woolley Jointly or Individually All Trust Assets By: /s/ E. KENT DAMON, JR. ---------------------------------- E. Kent Damon, Jr. - 16 - EX-4.5(B) 3 CAP PLAN III TRUST AGREEMENT 1 EXHIBIT 4.5 (b) ATLANTIC RICHFIELD CAPITAL ACCUMULATION PLAN III TRUST AGREEMENT THIS AGREEMENT made this 14th day of June, 1988 between ATLANTIC RICHFIELD COMPANY a Delaware corporation ("ARCO") and STATE STREET BANK AND TRUST COMPANY, a banking corporation having its principal place of business at 225 Franklin Street, Boston, Massachusetts 01201 ("Trustee"); R E C I T A L S A. This instrument creates a trust for purposes of the Atlantic Richfield Capital Accumulation Plan III (the "Plan"). B. Effective July 1, 1988 the assets and liabilities of the Atlantic Richfield Capital Accumulation Plan allocable as of June 30, 1988 to the participants in the Plan are to be transferred to this trust. NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows: Creation of the Trust 1. There is hereby established with Trustee a trust consisting of all sums paid to Trustee for purposes of the Plan (including all trust assets paid over to Trustee by the trustee of the Atlantic Richfield Capital Accumulation Plan), investments thereof and earnings and appreciations - 1 - 2 thereon, which, less disbursements made by Trustee, are referred to herein as the "Fund" and shall be dealt with as herein provided. Trustee shall have no duty or authority to inquire into the correctness of amounts tendered to it or to enforce the collection of any contribution by ARCO or the members of the Plan ("Members"). Investment and Administration of the Fund 2. Trustee shall have the power to hold and invest the principal and income of the Fund in the following manner: (A) Common Stock of Atlantic Richfield Company purchased on the open market or from ARCO as may be directed by ARCO in accordance with the Plan; (B) In cash, such as deposits in interest bearing bank accounts, certificates of deposit, corporate or governmental obligations maturing in not more than five (5) years, financial futures contracts, deposits under a deposit administration or similar insurance contract or in a commingled or common investment account or fund established and maintained by a bank (which bank may be Trustee), including any fixed income commingled funds maintained by Trustee for qualified employee benefit accounts and the assets of which are invested primarily in debt obligations, in similar cash accounts managed by investment managers appointed by ARCO, or any combination of the foregoing investment media as ARCO determines; (C) In units of a fund, consisting of specified equity investments such as common or capital stock of issuers other than the ARCO, bonds, debentures or preferred stocks convertible into common or capital stock of such issuers, financial futures contracts, interests in any - 2 - 3 commingled or common equity fund established and maintained by an investment advisor or a bank (which bank may be a Trustee for the Plan), interests in any mutual fund or other similar types of equity investments and cash equivalent short-term investments maturing in less than one year, or in any combination thereof as ARCO may determine. (D) The Declaration of Trust creating a commingled or common fund with respect to which the Trust participates is deemed to be part of this Trust Agreement to the same extent as if fully set forth at length. 3. The Atlantic Richfield Capital Accumulation Plan Administrative Committee ("Committee") shall furnish in writing to Trustee information sufficient to enable Trustee to allocate each contribution received by Trustee among the above several classes of investments in conformity with the provisions of the Plan and the investment options elected by the Members. 4. This Paragraph is intended to authorize appointment of an investment manager as contemplated in Section 402(c) (3) of the Employee Retirement Income Security Act of 1974 ("ERISA"). ARCO may appoint an investment manager with respect to some or all of the assets of the Fund. The appointment of the investment manager shall be made by an officer of ARCO or other named fiduciary authorized by a resolution of ARCO's Board of Directors to make such appointments. The authority of the investment manager shall not begin until Trustee receives from ARCO notice satisfactory to Trustee that the investment manager has been appointed and that the investment manager has acknowledged in writing that with - 3 - 4 respect to the relevant assets of the Fund he or she or it is a fiduciary with respect to the Plan within the meaning of ERISA. The investment manager's authority shall continue until Trustee receives similar notice that the appointment has been rescinded. By notifying Trustee of the appointment of an investment manager, ARCO shall be deemed to warrant that such investment manager meets the requirements of Section 3(38) of ERISA, but Trustee may demand independent evidence that any investment manager meets those requirements. The assets with respect to which a particular investment manager has been appointed shall be segregated from all other assets held by Trustee under this Agreement and the investment manager shall have the duty and power to direct Trustee in every aspect of their investment. Upon request, Trustee shall execute appropriate powers of attorney authorizing an investment manager appointed hereunder to exercise the powers and duties of the investment manager. Trustee may rely upon any order, certificate, notice, direction or other documentary confirmation purporting to have been issued or given by an investment manager which Trustee believes to be genuine and to have been issued or given by such investment manager. Any oral direction shall be followed by a written confirmation as soon as practical. Trustee shall follow the procedures established by ARCO to validate such oral directions. 5. ARCO may direct that with respect to some or all of the assets of the Fund, Trustee shall be subject to the - 4 - 5 direction of a fiduciary named by ARCO in a manner prescribed by its Board of Directors. In such a case, Trustee shall be subject to proper direction of such fiduciary, and ARCO shall be deemed to warrant that all directions given by such fiduciary are proper, and made in accordance with the Plan, and are not contrary to the provisions of Title I of ERISA. When so appointed, such a fiduciary shall have the same powers as an investment manager appointed pursuant to Paragraph 4. The assets with respect to which a particular fiduciary has been appointed shall be segregated from all other assets held by Trustee under this Agreement and the fiduciary shall have the duty and power to direct Trustee in every aspect of their investment. Upon request, Trustee shall execute appropriate powers of attorney authorizing a fiduciary appointed hereunder to exercise the powers and duties of the investment fiduciary. Trustee may rely upon any order, certificate, notice, direction or other confirmation, whether written or oral, purporting to have been issued or given by a fiduciary which Trustee believes to be genuine and to have been issued or given by such investment fiduciary. Any oral direction shall be followed by a written confirmation as soon as practical. Trustee shall follow the procedures established by ARCO to validate such instructions. 6. When acting hereunder, whether in its discretion or at the direction of an investment manager or fiduciary named pursuant to Paragraph 4 or 5, Trustee shall have the powers granted Trustees by law and in addition shall have the power: - 5 - 6 (A) To vote any bonds or other securities of any corporation or other issuer at any time held in the trust provided that the shares of ARCO Common Stock in a Member's account shall be voted by the Trustee in accordance with the Member's instructions unless such instructions are not given within a reasonable period of time established by the Trustee; to otherwise consent to or request any action on the part of any such corporation or other issuer; to give general or special proxies or powers of attorney with or without power of substitution; to participate in any reorganization, recapitalization, merger or similar transaction with respect to such securities and to deposit such securities in any voting trust, pooling agreement or with any protective or like committee, or with a trustee, or with depositaries designated thereby; to generally exercise any of the powers of an owner with respect to the securities or properties comprising the trust; to institute, compromise and defend actions and proceedings; to pay or contest any claim; to settle a claim by or against the trust by compromise, arbitration or otherwise; to release, in whole or in part, any claim belonging to the trust to the extent that the claim is uncollectible; provided that; (i) Each Member shall be entitled to direct the Trustee as to the manner in which whole shares of ARCO Common Stock credited to the Member's account shall be voted. Fractional shares of ARCO Common Stock shall be aggregated into whole shares of stock and voted by the Trustee in the same proportion as the aggregate shares which are voted by the Trustee pursuant to Members' written instructions. In the absence of voting instructions by one or more Members, the Trustee shall vote such shares in the aggregate in the same proportion as the aggregate shares which are voted by the Trustee pursuant to Members' written - 6 - 7 instructions. With respect to unallocated shares of ARCO Common Stock held in a loan suspense account, the Trustee shall vote such shares in the aggregate in the same proportion as the aggregate shares, allocated to Members' accounts, are voted by the Trustee pursuant to Members' written instructions. (ii) Each Member shall be entitled to direct the Trustee as to the manner in which rights other than voting rights attributable to whole shares of ARCO Common Stock credited to the Member's account shall be exercised. Rights attributable to fractional shares of ARCO Common Stock shall be aggregated into whole shares of stock and exercised by the Trustee in the same proportion as rights which are exercised by the Trustee pursuant to Members' written instructions. In the absence of instructions by one or more Members, the Trustee shall exercise such rights in the aggregate in the same proportion as the aggregate rights which are exercised by the Trustee pursuant to Members' written instructions. With respect to unallocated shares of ARCO Common Stock held in a loan suspense account, the Trustee shall exercise such rights in the aggregate in the same proportion as the aggregate shares, allocated to Members' accounts, are exercised by the Trustee pursuant to Members' written instructions. (B) To hold property of the Fund in its own name or in the name of a nominee or nominees, without disclosure of the trust, or in bearer form so that it will pass by delivery; but no such holding shall relieve Trustee of its responsibility for the safe custody and disposition of the Fund in accordance with the provisions of this Agreement; Trustee's books and records shall at all times show that such property is part of the Fund; and Trustee shall be liable for any loss occasioned by the acts of its nominee or - 7 - 8 nominees with respect to securities registered in the name of the nominee or nominees as much as if such acts were the acts of Trustee; (C) To employ agents in the management of the Fund, provided that Trustee shall be responsible for the acts of such agents (other than acts of the United States Postal Service) as much as if they were acts of Trustee; (D) To make, execute and deliver, as Trustee, any conveyances, contracts, waivers, or other instruments in writing that Trustee may deem necessary or desirable in the exercise of its powers under this Agreement; (E) To apply for, purchase, hold and transfer any annuity contract for a participant in accordance with written instructions from ARCO in conjunction with the termination of the Plan, provided that no such contract shall provide for a life annuity; and (F) To do all other acts that Trustee may deem necessary or proper to carry out any of the powers set forth in this Agreement or otherwise in the best interests of the Fund. (G) As directed by ARCO, to borrow from any lender (including ARCO or the Trustee) to finance the acquisition of ARCO Common Stock, and to make payments on such loans, giving its note as Trustee with such reasonable interest and security for the loan as may be appropriate or necessary; provided that any such borrowing shall comply with the provisions of the Plan. 7. Trustee may hold uninvested or may invest in its discretion in short-term cash equivalents (including - 8 - 9 deposits, savings accounts and certificates of deposit with its own banking department or any common or collective trust fund maintained by Trustee which satisfies such objective): (i) any amount stated by ARCO or believed by Trustee to be needed in the near future for withdrawals from the Fund, or (ii) all or a portion of the proceeds of a loan described in Section 6(G) pending the acquisition of ARCO Common Stock. 8. Trustee, as and when directed by ARCO (or any committee or person or entity designated for such purpose in the Plan or otherwise by ARCO), shall make distributions or pay withdrawals, pay expenses of administering the Plan, buy, sell or turn in for redemption securities, and exercise or sell options, rights or warrants as shall be specified in any such direction. In the case of any such distribution or withdrawal, Trustee shall make or pay the same in cash or in kind, or in any combination thereof as provided in the direction. ARCO shall hold harmless and shall defend Trustee against any liability arising or asserted to arise out of Trustee's compliance with directions under this paragraph. 9. Trustee shall be paid such reasonable compensation for its service as Trustee as shall from time to time be agreed upon by ARCO and Trustee. Unless paid by ARCO, such compensation, and the expenses of administration of this Trust, may be withdrawn by Trustee from the Fund. 10. Trustee shall pay out of the Fund all taxes imposed or levied with respect to the Fund or any part thereof, under existing or future laws, and at ARCO's direction, may contest the validity or amount of any tax assessment, claim or demand respecting the Fund or any part thereof. - 9 - 10 11. The following additional rules shall govern the standard of conduct and liabilities of Trustee hereunder; (A) Trustee shall perform all of its functions hereunder with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, or in accordance with such other standard as may be required from time to time by law, and shall not be liable for any conduct on its part (including reliance on advice of counsel) which conforms to that standard. (B) Trustee shall hold ARCO, its subsidiaries and affiliates and each of the directors, officers or employees of ARCO and of any such affiliate or subsidiary harmless (including the cost of outside counsel) against any liability or excise tax asserted against ARCO or any such entity or person as a result of any breach by Trustee of any of its duties or fiduciary responsibilities. This Clause (B) shall not require Trustee to hold ARCO or any other entity or person harmless against any liability or excise tax arising out of action or inaction of Trustee pursuant to or pending direction by an investment manager or fiduciary named pursuant to Paragraph 4 or 5 or by ARCO pursuant to any provision of this Agreement. (C) Trustee shall not be liable for the acts or omissions of an investment manager or fiduciary appointed under Paragraph 4 or 5, and, except with respect to short-term investments under Paragraph 7, Trustee shall be under no obligation to invest or otherwise manage any asset of the Plan which is subject to the management of such investment manager or fiduciary, it being the intention of - 10 - 11 the parties that, except with respect to investments under Paragraph 7, Trustee shall have the full protection of Section 405 of ERISA. (D) Where an investment manager or fiduciary has been named pursuant to Paragraph 4 or 5 or where ARCO is required to give directions to Trustee, ARCO shall hold harmless and defend Trustee against any liability or excise tax arising out of Trustee's action or inaction pursuant to or pending direction by such investment manager, fiduciary or ARCO. This Clause (D) shall not apply to any liability arising out of any act or omission in which Trustee knowingly participates or which Trustee knowingly undertakes to conceal, knowing such act or omission to be a breach of fiduciary responsibility. (E) When so instructed by ARCO, Trustee shall deposit any assets held by it with a custodian named by ARCO, and ARCO shall hold harmless and defend Trustee against any liability arising or asserted to arise out of Trustee's compliance with directions under this paragraph. Accounting by Trustee 12. Trustee shall keep accurate and detailed accounts of all investments, receipts, disbursements, withdrawals and other transactions hereunder, and all records relating thereto shall be open to inspection and audit at all reasonable times by any person or corporation designated by ARCO. At such intervals as ARCO may from time to time designate, and as of the date of the removal or resignation of Trustee, Trustee shall file with ARCO a written account setting forth all investments, receipts, disbursements, withdrawals and other transactions effected by it during the period from the date of its last such account and a list of the assets of the Fund at the close of such period. Such - 11 - 12 account may be in the form of monthly or quarterly statements which taken together reflect the matters set forth in the preceding sentence. As between ARCO and Trustee, Trustee shall be forever released and discharged from all liability with respect to the propriety of acts and transactions shown in such account, except with respect to any such act or transaction as to which ARCO shall within 90 days following notification thereof have filed written objections with Trustee and except that no such accounting shall foreclose any liability of Trustee to ARCO arising under Paragraph 11(B). Except as provided in Paragraph 11(B), the liability of Trustee to persons other than ARCO shall be limited to actions under ERISA brought within the period permitted by law for the bringing of such actions. Removal and Resignation of Trustee 13. Trustee may be removed by ARCO at any time upon not less than 30 days' written notice and Trustee may resign at any time upon not less than 90 days' written notice. In either case, such notice may be wholly or partially waived by the party to whom it is due. Upon Trustee's removal or resignation, ARCO shall appoint a successor trustee who shall have the same powers and duties as those conferred upon Trustee hereunder, and upon acceptance of such appointment by the successor trustee, Trustee shall assign, transfer and pay over to such successor trustee the funds and properties then constituting the Fund. If ARCO fails within a reasonable time to name a successor trustee or otherwise direct proper disbursement of the Fund, Trustee may apply to any court of competent jurisdiction for appropriate relief. Trustee may in any event reserve such reasonable sum of money as it may deem advisable, to provide for any charges against the Fund for which it may be liable, and for payment of its fees and expenses in connection with the settlement of its account or otherwise. Any balance of - 12 - 13 such reserve remaining after the payment of such fees and expenses shall be paid over as aforesaid. 14. If the Plan is wholly or partially terminated, Trustee shall disburse the portion of the Fund affected by the termination as directed by ARCO. Trustee may elect to treat any such disbursement as a removal of Trustee with respect to the assets disbursed, in which case the provisions of Paragraph 13 shall apply. 15. ARCO may amend this Agreement by an instrument in writing signed by an authorized officer of ARCO or by any other named fiduciary authorized by a resolution of ARCO's Board of Directors to sign such amendment, provided that no such amendment shall divert any part of the Fund to purposes other than payment of benefits to Plan members and their beneficiaries or defrayal of reasonable expenses of administering the Plan, and, except with Trustee's consent, no amendment affecting the duties, responsibilities or rights of Trustee shall take effect until 30 days after a copy of said amendment is furnished to Trustee or, if Trustee gives notice of resignation within such 30-day period, until the resignation becomes effective. 16. ARCO may terminate this Agreement by directing disbursement of the entire Fund pursuant to Paragraph 13. Miscellaneous 17. Prior to satisfaction of all liabilities under the Plan, no part of the Fund shall inure to the benefit of ARCO or be used other than for purposes of providing benefits to Members and their beneficiaries and defraying reasonable expenses of administering the Plan. However; - 13 - 14 (A) If a contribution under the Plan is made by a mistake of fact, this paragraph shall not prohibit the return of an amount not in excess of such contribution at the direction of ARCO within one year after the contribution is paid; (B) If a contribution under the Plan is expressly conditioned on initial qualification of the Plan under Section 401 of the Internal Revenue Code of 1986, as amended, and if the Plan does not qualify, or continue to so qualify, this paragraph shall not prohibit the return of an amount not in excess of such contribution at the direction of ARCO within one year after the date of denial of qualification of the Plan; and (C) If a contribution under the Plan is expressly conditioned upon the deductibility of the contribution under Section 404 of the Internal Revenue Code of 1986, as amended, then, to the extent the deduction is disallowed, this paragraph shall not prohibit the return of an amount not in excess of such contribution (to the extent disallowed) at the direction of ARCO within one year after the disallowance of the deduction. Trustee may demand assurance satisfactory to it that the sum of all amounts being returned from the Trust under the Plan does not exceed the amount described above. 18. This Trust is intended to be entitled to an income tax exemption under Section 501(a) of the Internal Revenue Code of 1986 and wherever possible shall be construed to carry out that intention. Trustee may demand assurances satisfactory to it that any action it is directed to take will not adversely affect the tax exemption of the Trust. - 14 - 15 19. Any successor in interest to Trustee shall automatically become Trustee hereunder. 20. Any successor to all or part of the business of ARCO may become a party to this Agreement and, with respect to assets of the Fund which ARCO warrants to Trustee are allocable to such successor, this Agreement shall be deemed to create a separate trust composed of such assets and administered according to this Agreement, except that such successor shall be substituted for ARCO for all purposes hereunder. 21. Unless otherwise provided in this Agreement, any communications (including notices, instructions, or directions) required or permitted hereunder to be given by ARCO shall be given in writing addressed to the trust officer with whom ARCO customarily deals and signed by the officer delegated such power, or any other person or persons whom ARCO notifies Trustee are from time to time authorized to sign such communications. ARCO shall furnish Trustee specimen signatures of all persons authorized to sign communications to Trustee. 22. If any payment mailed by regular U.S. Mail to the last address of the payee furnished by ARCO is returned unclaimed, Trustee shall so notify ARCO and shall discontinue further payments to such payee until it receives further instructions of ARCO. 23. No amount held hereunder shall be subject to voluntary or involuntary alienation or to the claims of any creditor. 24. This Agreement shall be controlled by the law of the State of Massachusetts in all respects in which that law is not inconsistent with ERISA. - 15 - 16 25. This Agreement may be executed in counterparts, each of which shall be an original although the others are not produced. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the date first written above. ATTEST: ATLANTIC RICHFIELD COMPANY By: /s/ BARBARA M. HINDS By: /s/ E. KENT DAMON, JR. ____________________________ ____________________________ Assistant Secretary E. Kent Damon, Jr. As named fiduciary appointed by the Board of Directors of Atlantic Richfield Company with power and authority to negotiate, execute and deliver this Trust Agreement on behalf of Atlantic Richfield Company ATTEST: STATE STREET BANK AND TRUST COMPANY as Trustee By: /s/ ROBERT M. HANNIGAN By: /s/ JOHN S. CONNOLLY ____________________________ ____________________________ ARCO hereby appoints the following fiduciaries pursuant to Paragraph 5. E. Kent Damon, Jr. Assets and/or Daniel W. Woolley Jointly or Individually All Trust Assets - ----------------------- ---------------- By: /s/ E. KENT DAMON, JR. ____________________________ E. Kent Damon, Jr. - 16 - EX-4.5(C) 4 SAVINGS PLAN II TRUST AGREEMENT 1 EXHIBIT 4.5(c) ATLANTIC RICHFIELD SAVINGS PLAN II TRUST AGREEMENT THIS AGREEMENT made this 14th day of June, 1988 between ATLANTIC RICHFIELD COMPANY a Delaware corporation ("ARCO") and STATE STREET BANK AND TRUST COMPANY, a banking corporation having its principal place of business at 225 Franklin Street, Boston, Massachusetts 01201 ("Trustee"); R E C I T A L S A. This instrument creates a trust for purposes of the Atlantic Richfield Savings Plan II (the "Plan"). B. Effective July 1, 1988 the assets and liabilities of the Atlantic Richfield Savings Plan allocable as of June 30, 1988 to the participants in the Plan are to be transferred to this trust. NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows: Creation of the Trust 1. There is hereby established with Trustee a trust consisting of all sums paid to Trustee for purposes of the Plan (including all trust assets paid over to Trustee by the trustee of the Atlantic Richfield Savings Plan), investments thereof and earnings and appreciations thereon, which, less disbursements made by Trustee, are referred to herein as the "Fund" and shall be dealt with as herein provided. Trustee - 1 - 2 shall have no duty or authority to inquire into the correctness of amounts tendered to it or to enforce the collection of any contribution by ARCO or the members of the Plan ("Members"). Investment and Administration of the Fund 2. Trustee shall have the power to hold and invest the principal and income of the Fund in the following manner: (A) Common Stock of Atlantic Richfield Company purchased on the open market or from ARCO as may be directed by ARCO in accordance with the Plan; (B) In cash, such as deposits in interest bearing bank accounts, certificates of deposit, corporate or governmental obligations maturing in not more than five (5) years, financial futures contracts, deposits under a deposit administration or similar insurance contract or in a commingled or common investment account or fund established and maintained by a bank (which bank may be Trustee), including any fixed income commingled funds maintained by Trustee for qualified employee benefit accounts and the assets of which are invested primarily in debt obligations, in similar cash accounts managed by investment managers appointed by ARCO, or any combination of the foregoing investment media as ARCO determines; (C) In units of a fund, consisting of specified equity investments such as common or capital stock of issuers other than the ARCO, bonds, debentures or preferred stocks convertible into common or capital stock of such issuers, financial futures contracts, interests in any commingled or common equity fund established and maintained - 2 - 3 by an investment advisor or a bank (which bank may be a Trustee for the Plan), interests in any mutual fund or other similar types of equity investments and cash equivalent short-term investments maturing in less than one year, or in any combination thereof as ARCO may determine. (D) The Declaration of Trust creating a commingled or common fund with respect to which the Trust participates is deemed to be part of this Trust Agreement to the same extent as if fully set forth at length. 3. The Atlantic Richfield Savings Plan Administrative Committee ("Committee") shall furnish in writing to Trustee information sufficient to enable Trustee to allocate each contribution received by Trustee among the above several classes of investments in conformity with the provisions of the Plan and the investment options elected by the Members. 4. This Paragraph is intended to authorize appointment of an investment manager as contemplated in Section 402(c)(3) of the Employee Retirement Income Security Act of 1974 ("ERISA"). ARCO may appoint an investment manager with respect to some or all of the assets of the Fund. The appointment of the investment manager shall be made by an officer of ARCO or other named fiduciary authorized by a resolution of ARCO's Board of Directors to make such appointments. The authority of the investment manager shall not begin until Trustee receives from ARCO notice satisfactory to Trustee that the investment manager has been appointed and that the investment manager has acknowledged in writing that with respect to the relevant assets of the Fund he or she or it is a fiduciary with respect to the Plan within the meaning - 3 - 4 of ERISA. The investment manager's authority shall continue until Trustee receives similar notice that the appointment has been rescinded. By notifying Trustee of the appointment of an investment manager, ARCO shall be deemed to warrant that such investment manager meets the requirements of Section 3(38) of ERISA, but Trustee may demand independent evidence that any investment manager meets those requirements. The assets with respect to which a particular investment manager has been appointed shall be segregated from all other assets held by Trustee under this Agreement and the investment manager shall have the duty and power to direct Trustee in every aspect of their investment. Upon request, Trustee shall execute appropriate powers of attorney authorizing an investment manager appointed hereunder to exercise the powers and duties of the investment manager. Trustee may rely upon any order, certificate, notice, direction or other documentary confirmation purporting to have been issued or given by an investment manager which Trustee believes to be genuine and to have been issued or given by such investment manager. Any oral direction shall be followed by a written confirmation as soon as practical. Trustee shall follow the procedures established by ARCO to validate such oral directions. 5. ARCO may direct that with respect to some or all of the assets of the Fund, Trustee shall be subject to the direction of a fiduciary named by ARCO in a manner prescribed by its Board of Directors. In such a case, - 4 - 5 Trustee shall be subject to proper direction of such fiduciary, and ARCO shall be deemed to warrant that all directions given by such fiduciary are proper, and made in accordance with the Plan, and are not contrary to the provisions of Title I of ERISA. When so appointed, such a fiduciary shall have the same powers as an investment manager appointed pursuant to Paragraph 4. The assets with respect to which a particular fiduciary has been appointed shall be segregated from all other assets held by Trustee under this Agreement and the fiduciary shall have the duty and power to direct Trustee in every aspect of their investment. Upon request, Trustee shall execute appropriate powers of attorney authorizing a fiduciary appointed hereunder to exercise the powers and duties of the investment fiduciary. Trustee may rely upon any order, certificate, notice, direction or other confirmation, whether written or oral, purporting to have been issued or given by a fiduciary which Trustee believes to be genuine and to have been issued or given by such investment fiduciary. Any oral direction shall be followed by a written confirmation as soon as practical. Trustee shall follow the procedures established by ARCO to validate such instructions. 6. When acting hereunder, whether in its discretion or at the direction of an investment manager or fiduciary named pursuant to Paragraph 4 or 5, Trustee shall have the powers granted trustees by law and in addition shall have the power: - 5 - 6 (A) To vote any bonds or other securities of any corporation or other issuer at any time held in the trust provided that the shares of ARCO Common Stock in a Member's account shall be voted by the Trustee in accordance with the Member's instructions unless such instructions are not given within a reasonable period of time established by the Trustee; to otherwise consent to or request any action on the part of any such corporation or other issuer; to give general or special proxies or powers of attorney with or without power of substitution; to participate in any reorganization, recapitalization, merger or similar transaction with respect to such securities and to deposit such securities in any voting trust, pooling agreement or with any protective or like committee, or with a trustee, or with depositories designated thereby; to generally exercise any of the powers of an owner with respect to the securities or properties comprising the trust; to institute, compromise and defend actions and proceedings; to pay or contest any claim; to settle a claim by or against the trust by compromise, arbitration or otherwise; to release, in whole or in part, any claim belonging to the trust to the extent that the claim is uncollectible; provided that; (i) Each Member shall be entitled to direct the Trustee as to the manner in which whole shares of ARCO Common Stock credited to the Member's account shall be voted. Fractional shares of ARCO Common Stock shall be aggregated into whole shares of stock and voted by the Trustee in the same proportion as the aggregate shares which are voted by the Trustee pursuant to Members' written instructions. In the absence of voting instructions by one or more Members, the Trustee shall vote such shares in the aggregate in the same proportion as the aggregate shares which are voted by the Trustee pursuant to Members' written instructions. With respect to unallocated shares of ARCO - 6 - 7 Common Stock held in a loan suspense account, the Trustee shall vote such shares in the aggregate in the same proportion as the aggregate shares, allocated to Members' accounts, are voted by the Trustee pursuant to Members' written instructions. (ii) Each Member shall be entitled to direct the Trustee as to the manner in which rights other than voting rights attributable to whole shares of ARCO Common Stock credited to the Member's account shall be exercised. Rights attributable to fractional shares of ARCO Common Stock shall be aggregated into whole shares of stock and exercised by the Trustee in the same proportion as rights which are exercised by the Trustee pursuant to Members' written instructions. In the absence of instructions by one or more Members, the Trustee shall exercise such rights in the aggregate in the same proportion as the aggregate rights which are exercised by the Trustee pursuant to Members' written instructions. With respect to unallocated shares of ARCO Common Stock held in a loan suspense account, the Trustee shall exercise such rights in the aggregate in the same proportion as the aggregate shares, allocated to Members' accounts, are exercised by the Trustee pursuant to Members' written instructions. (B) To hold property of the Fund in its own name or in the name of a nominee or nominees, without disclosure of the trust, or in bearer form so that it will pass by delivery; but no such holding shall relieve Trustee of its responsibility for the safe custody and disposition of the Fund in accordance with the provisions of this Agreement; Trustee's books and records shall at all times show that such property is part of the Fund; and Trustee shall be liable for any loss occasioned by the acts of its nominee or nominees with respect to securities registered in the name - 7 - 8 of the nominee or nominees as much as if such acts were the acts of Trustee; (C) To employ agents in the management of the Fund, provided that Trustee shall be responsible for the acts of such agents (other than acts of the United States Postal Service) as much as if they were acts of Trustee; (D) To make, execute and deliver, as Trustee, any conveyances, contracts, waivers, or other instruments in writing that Trustee may deem necessary or desirable in the exercise of its powers under this Agreement; (E) To apply for, purchase, hold and transfer any annuity contract for a participant in accordance with written instructions from ARCO in conjunction with the termination of the Plan, provided that no such contract shall provide for a life annuity; and (F) To do all other acts that Trustee may deem necessary or proper to carry out any of the powers set forth in this Agreement or otherwise in the best interests of the Fund. (G) As directed by ARCO, to borrow from any lender (including ARCO or the Trustee) to finance the acquisition of ARCO Common Stock, and to make payments on such loans, giving its note as Trustee with such reasonable interest and security for the loan as may be appropriate or necessary; provided that any such borrowing shall comply with the provisions of the Plan. 7. Trustee may hold uninvested or may invest in its discretion in short-term cash equivalents (including deposits, savings accounts and certificates of deposit with - 8 - 9 its own banking department or any common or collective trust fund maintained by Trustee which satisfies such objective): (i) any amount stated by ARCO or believed by Trustee to be needed in the near future for withdrawals from the Fund, or (ii) all or a portion of the proceeds of a loan described in Section 6(G) pending the acquisition of ARCO Common Stock. 8. Trustee, as and when directed by ARCO (or any committee or person or entity designated for such purpose in the Plan or otherwise by ARCO), shall make distributions or pay withdrawals, pay expenses of administering the Plan, buy, sell or turn in for redemption securities, and exercise or sell options, rights or warrants as shall be specified in any such direction. In the case of any such distribution or withdrawal, Trustee shall make or pay the same in cash or in kind, or in any combination thereof as provided in the direction. ARCO shall hold harmless and shall defend Trustee against any liability arising or asserted to arise out of Trustee's compliance with directions under this paragraph. 9. Trustee shall be paid such reasonable compensation for its service as Trustee as shall from time to time be agreed upon by ARCO and Trustee. Unless paid by ARCO, such compensation, and the expenses of administration of this Trust, may be withdrawn by Trustee from the Fund. 10. Trustee shall pay out of the Fund all taxes imposed or levied with respect to the Fund or any part thereof, under existing or future laws, and at ARCO's direction, may contest the validity or amount of any tax assessment, claim or demand respecting the Fund or any part thereof. 11. The following additional rules shall govern the standard of conduct and liabilities of Trustee hereunder; - 9 - 10 (A) Trustee shall perform all of its functions hereunder with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, or in accordance with such other standard as may be required from time to time by law, and shall not be liable for any conduct on its part (including reliance on advice of counsel) which conforms to that standard. (B) Trustee shall hold ARCO, its subsidiaries and affiliates and each of the directors, officers or employees of ARCO and of any such affiliate or subsidiary harmless (including the cost of outside counsel) against any liability or excise tax asserted against ARCO or any such entity or person as a result of any breach by Trustee of any of its duties or fiduciary responsibilities. This Clause (B) shall not require Trustee to hold ARCO or any other entity or person harmless against any liability or excise tax arising out of action or inaction of Trustee pursuant to or pending direction by an investment manager or fiduciary named pursuant to Paragraph 4 or 5 or by ARCO pursuant to any provision of this Agreement. (C) Trustee shall not be liable for the acts or omissions of an investment manager or fiduciary appointed under Paragraph 4 or 5, and, except with respect to short-term investments under Paragraph 7, Trustee shall be under no obligation to invest or otherwise manage any asset of the Plan which is subject to the management of such investment manager or fiduciary, it being the intention of the parties that, except with respect to investments under Paragraph 7, Trustee shall have the full protection of Section 405 of ERISA. - 10 - 11 (D) Where an investment manager or fiduciary has been named pursuant to Paragraph 4 or 5 or where ARCO is required to give directions to Trustee, ARCO shall hold harmless and defend Trustee against any liability or excise tax arising out of Trustee's action or inaction pursuant to or pending direction by such investment manager, fiduciary or ARCO. This Clause (D) shall not apply to any liability arising out of any act or omission in which Trustee knowingly participates or which Trustee knowingly undertakes to conceal, knowing such act or omission to be a breach of fiduciary responsibility. (E) When so instructed by ARCO, Trustee shall deposit any assets held by it with a custodian named by ARCO, and ARCO shall hold harmless and defend Trustee against any liability arising or asserted to arise out of Trustee's compliance with directions under this paragraph. Accounting by Trustee 12. Trustee shall keep accurate and detailed accounts of all investments, receipts, disbursements, withdrawals and other transactions hereunder, and all records relating thereto shall be open to inspection and audit at all reasonable times by any person or corporation designated by ARCO. At such intervals as ARCO may from time to time designate, and as of the date of the removal or resignation of Trustee, Trustee shall file with ARCO a written account setting forth all investments, receipts, disbursements, withdrawals and other transactions effected by it during the period from the date of its last such account and a list of the assets of the Fund at the close of such period. Such account may be in the form of monthly or quarterly statements which taken together reflect the matters set forth in the preceding sentence. As between ARCO and - 11 - 12 Trustee, Trustee shall be forever released and discharged from all liability with respect to the propriety of acts and transactions shown in such account, except with respect to any such act or transaction as to which ARCO shall within 90 days following notification thereof have filed written objections with Trustee and except that no such accounting shall foreclose any liability of Trustee to ARCO arising under Paragraph 11(B). Except as provided in Paragraph 11(B), the liability of Trustee to persons other than ARCO shall be limited to actions under ERISA brought within the period permitted by law for the bringing of such actions. Removal and Resignation of Trustee 13. Trustee may be removed by ARCO at any time upon not less than 30 days' written notice and Trustee may resign at any time upon not less than 90 days' written notice. In either case, such notice may be wholly or partially waived by the party to whom it is due. Upon Trustee's removal or resignation, ARCO shall appoint a successor trustee who shall have the same powers and duties as those conferred upon Trustee hereunder, and upon acceptance of such appointment by the successor trustee, Trustee shall assign, transfer and pay over to such successor trustee the funds and properties then constituting the Fund. If ARCO fails within a reasonable time to name a successor trustee or otherwise direct proper disbursement of the Fund, Trustee may apply to any court of competent jurisdiction for appropriate relief. Trustee may in any event reserve such reasonable sum of money as it may deem advisable, to provide for any charges against the Fund for which it may be liable, and for payment of its fees and expenses in connection with the settlement of its account or otherwise. Any balance of such reserve remaining after the payment of such fees and expenses shall be paid over as aforesaid. - 12 - 13 14. If the Plan is wholly or partially terminated, Trustee shall disburse the portion of the Fund affected by the termination as directed by ARCO. Trustee may elect to treat any such disbursement as a removal of Trustee with respect to the assets disbursed, in which case the provisions of Paragraph 13 shall apply. 15. ARCO may amend this Agreement by an instrument in writing signed by an authorized officer of ARCO or by any other named fiduciary authorized by a resolution of ARCO's Board of Directors to sign such amendment, provided that no such amendment shall divert any part of the Fund to purposes other than payment of benefits to Plan members and their beneficiaries or defrayal of reasonable expenses of administering the Plan, and, except with Trustee's consent, no amendment affecting the duties, responsibilities or rights of Trustee shall take effect until 30 days after a copy of said amendment is furnished to Trustee or, if Trustee gives notice of resignation within such 30-day period, until the resignation becomes effective. 16. ARCO may terminate this Agreement by directing disbursement of the entire Fund pursuant to Paragraph 13. Miscellaneous 17. Prior to satisfaction of all liabilities under the Plan, no part of the Fund shall inure to the benefit of ARCO or be used other than for purposes of providing benefits to Members and their beneficiaries and defraying reasonable expenses of administering the Plan. However; (A) If a contribution under the Plan is made by a mistake of fact, this paragraph shall not prohibit the return of an amount not in excess of such contribution at - 13 - 14 the direction of ARCO within one year after the contribution is paid; (B) If a contribution under the Plan is expressly conditioned on initial qualification of the Plan under Section 401 of the Internal Revenue Code of 1986, as amended, and if the Plan does not qualify, or continue to so qualify, this paragraph shall not prohibit the return of an amount not in excess of such contribution at the direction of ARCO within one year after the date of denial of qualification of the Plan; and (C) If a contribution under the Plan is expressly conditioned upon the deductibility of the contribution under Section 404 of the Internal Revenue Code of 1986, as amended, then, to the extent the deduction is disallowed, this paragraph shall not prohibit the return of an amount not in excess of such contribution (to the extent disallowed) at the direction of ARCO within one year after the disallowance of the deduction. Trustee may demand assurance satisfactory to it that the sum of all amounts being returned from the Trust under the Plan does not exceed the amount described above. 18. This Trust is intended to be entitled to an income tax exemption under Section 501(a) of the Internal Revenue Code of 1986 and wherever possible shall be construed to carry out that intention. Trustee may demand assurances satisfactory to it that any action it is directed to take will not adversely affect the tax exemption of the Trust. 19. Any successor in interest to Trustee shall automatically become Trustee hereunder. - 14 - 15 20. Any successor to all or part of the business of ARCO may become a party to this Agreement and, with respect to assets of the Fund which ARCO warrants to Trustee are allocable to such successor, this Agreement shall be deemed to create a separate trust composed of such assets and administered according to this Agreement, except that such successor shall be substituted for ARCO for all purposes hereunder. 21. Unless otherwise provided in this Agreement, any communications (including notices, instructions, or directions) required or permitted hereunder to be given by ARCO shall be given in writing addressed to the trust officer with whom ARCO customarily deals and signed by the officer delegated such power, or any other person or persons whom ARCO notifies Trustee are from time to time authorized to sign such communications. ARCO shall furnish Trustee specimen signatures of all persons authorized to sign communications to Trustee. 22. If any payment mailed by regular U.S. Mail to the last address of the payee furnished by ARCO is returned unclaimed, Trustee shall so notify ARCO and shall discontinue further payments to such payee until it receives further instructions of ARCO. 23. No amount held hereunder shall be subject to voluntary or involuntary alientation or to the claims of any creditor. 24. This Agreement shall be controlled by the law of the State of Massachusetts in all respects in which that law is not inconsistent with ERISA. - 15 - 16 25. This Agreement may be executed in counterparts, each of which shall be an original although the others are not produced. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the date first written above. ATTEST: ATLANTIC RICHFIELD COMPANY By: /s/ BARBARA M. HINDS By: /s/ E. KENT DAMON, JR. -------------------------- ----------------------------- Assistant Secretary E. Kent Damon, Jr. As named fiduciary appointed by the Board of Directors of Atlantic Richfield Company with power and authority to negotiate, execute and deliver this Trust Agreement on behalf of Atlantic Richfield Company ATTEST: STATE STREET BANK AND TRUST COMPANY as Trustee By: /s/ ROBERT M. HANNIGAN By: /s/ JOHN S. CONNOLLY ----------------------------- ----------------------------- ARCO hereby appoints the following fiduciaries pursuant to Paragraph 5. E. Kent Damon, Jr. Assets and/or Daniel W. Woolley Jointly or Individually All Trust Assets By: /s/ E. KENT DAMON, JR. ----------------------------- E. Kent Damon, Jr. - 16 - EX-4.5(D) 5 SAVINGS PLAN III TRUST AGREEMENT 1 EXHIBIT 4.5(d) ATLANTIC RICHFIELD SAVINGS PLAN III TRUST AGREEMENT --------------- THIS AGREEMENT made this 14th day of June, 1988 between ATLANTIC RICHFIELD COMPANY a Delaware corporation ("ARCO") and STATE STREET BANK AND TRUST COMPANY, a banking corporation having its principal place of business at 225 Franklin Street, Boston, Massachusetts 01201 ("Trustee"); R E C I T A L S A. This instrument creates a trust for purposes of the Atlantic Richfield Savings Plan III (the "Plan"). B. Effective July 1, 1988 the assets and liabilities of the Atlantic Richfield Savings Plan allocable as of June 30, 1988 to the participants in the Plan are to be transferred to this trust. NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows: Creation of the Trust 1. There is hereby established with Trustee a trust consisting of all sums paid to Trustee for purposes of the Plan (including all trust assets paid over to Trustee by the trustee of the Atlantic Richfield Savings Plan), investments thereof and earnings and appreciations thereon, which, less disbursements made by Trustee, are referred to herein as the "Fund" and shall be dealt with as herein provided. Trustee - 1 - 2 shall have no duty or authority to inquire into the correctness of amounts tendered to it or to enforce the collection of any contribution by ARCO or the members of the Plan ("Members"). Investment and Administration of the Fund 2. Trustee shall have the power to hold and invest the principal and income of the Fund in the following manner: (A) Common Stock of Atlantic Richfield Company purchased on the open market or from ARCO as may be directed by ARCO in accordance with the Plan; (B) In cash, such as deposits in interest bearing bank accounts, certificates of deposit, corporate or governmental obligations maturing in not more than five (5) years, financial futures contracts, deposits under a deposit administration or similar insurance contract or in a commingled or common investment account or fund established and maintained by a bank (which bank may be Trustee), including any fixed income commingled funds maintained by Trustee for qualified employee benefit accounts and the assets of which are invested primarily in debt obligations, in similar cash accounts managed by investment managers appointed by ARCO, or any combination of the foregoing investment media as ARCO determines; (C) In units of a fund, consisting of specified equity investments such as common or capital stock of issuers other than the ARCO, bonds, debentures or preferred stocks convertible into common or capital stock of such issuers, financial futures contracts, interests in any commingled or common equity fund established and maintained - 2 - 3 by an investment advisor or a bank (which bank may be a Trustee for the Plan), interests in any mutual fund or other similar types of equity investments and cash equivalent short-term investments maturing in less than one year, or in any combination thereof as ARCO may determine. (D) The Declaration of Trust creating a commingled or common fund with respect to which the Trust participates is deemed to be part of this Trust Agreement to the same extent as if fully set forth at length. 3. The Atlantic Richfield Savings Plan Administrative Committee ("Committee") shall furnish in writing to Trustee information sufficient to enable Trustee to allocate each contribution received by Trustee among the above several classes of investments in conformity with the provisions of the Plan and the investment options elected by the Members. 4. This Paragraph is intended to authorize appointment of an investment manager as contemplated in Section 402(c)(3) of the Employee Retirement Income Security Act of 1974 ("ERISA"). ARCO may appoint an investment manager with respect to some or all of the assets of the Fund. The appointment of the investment manager shall be made by an officer of ARCO or other named fiduciary authorized by a resolution of ARCO's Board of Directors to make such appointments. The authority of the investment manager shall not begin until Trustee receives from ARCO notice satisfactory to Trustee that the investment manager has been appointed and that the investment manager has acknowledged in writing that with respect to the relevant assets of the Fund he or she or it is a fiduciary with respect to the Plan within the meaning - 3 - 4 of ERISA. The investment manager's authority shall continue until Trustee receives similar notice that the appointment has been rescinded. By notifying Trustee of the appointment of an investment manager, ARCO shall be deemed to warrant that such investment manager meets the requirements of Section 3(38) of ERISA, but Trustee may demand independent evidence that any investment manager meets those requirements. The assets with respect to which a particular investment manager has been appointed shall be segregated from all other assets held by Trustee under this Agreement and the investment manager shall have the duty and power to direct Trustee in every aspect of their investment. Upon request, Trustee shall execute appropriate powers of attorney authorizing an investment manager appointed hereunder to exercise the powers and duties of the investment manager. Trustee may rely upon any order, certificate, notice, direction or other documentary confirmation purporting to have been issued or given by an investment manager which Trustee believes to be genuine and to have been issued or given by such investment manager. Any oral direction shall be followed by a written confirmation as soon as practical. Trustee shall follow the procedures established by ARCO to validate such oral directions. 5. ARCO may direct that with respect to some or all of the assets of the Fund, Trustee shall be subject to the direction of a fiduciary named by ARCO in a manner prescribed by its Board of Directors. In such a case, - 4 - 5 Trustee shall be subject to proper direction of such fiduciary, and ARCO shall be deemed to warrant that all directions given by such fiduciary are proper, and made in accordance with the Plan, and are not contrary to the provisions of Title I of ERISA. When so appointed, such a fiduciary shall have the same powers as an investment manager appointed pursuant to Paragraph 4. The assets with respect to which a particular fiduciary has been appointed shall be segregated from all other assets held by Trustee under this Agreement and the fiduciary shall have the duty and power to direct Trustee in every aspect of their investment. Upon request, Trustee shall execute appropriate powers of attorney authorizing a fiduciary appointed hereunder to exercise the powers and duties of the investment fiduciary. Trustee may rely upon any order, certificate, notice, direction or other confirmation, whether written or oral, purporting to have been issued or given by a fiduciary which Trustee believes to be genuine and to have been issued or given by such investment fiduciary. Any oral direction shall be followed by a written confirmation as soon as practical. Trustee shall follow the procedures established by ARCO to validate such instructions. 6. When acting hereunder, whether in its discretion or at the direction of an investment manager or fiduciary named pursuant to Paragraph 4 or 5, Trustee shall have the powers granted trustees by law and in addition shall have the power: - 5 - 6 (A) To vote any bonds or other securities of any corporation or other issuer at any time held in the trust provided that the shares of ARCO Common Stock in a Member's account shall be voted by the Trustee in accordance with the Member's instructions unless such instructions are not given within a reasonable period of time established by the Trustee; to otherwise consent to or request any action on the part of any such corporation or other issuer; to give general or special proxies or powers of attorney with or without power of substitution; to participate in any reorganization, recapitalization, merger or similar transaction with respect to such securities and to deposit such securities in any voting trust, pooling agreement or with any protective or like committee, or with a trustee, or with depositories designated thereby; to generally exercise any of the powers of an owner with respect to the securities or properties comprising the trust; to institute, compromise and defend actions and proceedings; to pay or contest any claim; to settle a claim by or against the trust by compromise, arbitration or otherwise; to release, in whole or in part, any claim belonging to the trust to the extent that the claim is uncollectible; provided that; (i) Each Member shall be entitled to direct the Trustee as to the manner in which whole shares of ARCO Common Stock credited to the Member's account shall be voted. Fractional shares of ARCO Common Stock shall be aggregated into whole shares of stock and voted by the Trustee in the same proportion as the aggregate shares which are voted by the Trustee pursuant to Members' written instructions. In the absence of voting instructions by one or more Members, the Trustee shall vote such shares in the aggregate in the same proportion as the aggregate shares which are voted by the Trustee pursuant to Members' written instructions. With respect to unallocated shares of ARCO - 6 - 7 Common Stock held in a loan suspense account, the Trustee shall vote such shares in the aggregate in the same proportion as the aggregate shares, allocated to Members' accounts, are voted by the Trustee pursuant to Members' written instructions. (ii) Each Member shall be entitled to direct the Trustee as to the manner in which rights other than voting rights attributable to whole shares of ARCO Common Stock credited to the Member's account shall be exercised. Rights attributable to fractional shares of ARCO Common Stock shall be aggregated into whole shares of stock and exercised by the Trustee in the same proportion as rights which are exercised by the Trustee pursuant to Members' written instructions. In the absence of instructions by one or more Members, the Trustee shall exercise such rights in the aggregate in the same proportion as the aggregate rights which are exercised by the Trustee pursuant to Members' written instructions. With respect to unallocated shares of ARCO Common Stock held in a loan suspense account, the Trustee shall exercise such rights in the aggregate in the same proportion as the aggregate shares, allocated to Members' accounts, are exercised by the Trustee pursuant to Members' written instructions. (B) To hold property of the Fund in its own name or in the name of a nominee or nominees, without disclosure of the trust, or in bearer form so that it will pass by delivery; but no such holding shall relieve Trustee of its responsibility for the safe custody and disposition of the Fund in accordance with the provisions of this Agreement; Trustee's books and records shall at all times show that such property is part of the Fund; and Trustee shall be liable for any loss occasioned by the acts of its nominee or nominees with respect to securities registered in the name - 7 - 8 of the nominee or nominees as much as if such acts were the acts of Trustee; (C) To employ agents in the management of the Fund, provided that Trustee shall be responsible for the acts of such agents (other than acts of the United States Postal Service) as much as if they were acts of Trustee; (D) To make, execute and deliver, as Trustee, any conveyances, contracts, waivers, or other instruments in writing that Trustee may deem necessary or desirable in the exercise of its powers under this Agreement; (E) To apply for, purchase, hold and transfer any annuity contract for a participant in accordance with written instructions from ARCO in conjunction with the termination of the Plan, provided that no such contract shall provide for a life annuity; and (F) To do all other acts that Trustee may deem necessary or proper to carry out any of the powers set forth in this Agreement or otherwise in the best interests of the Fund. (G) As directed by ARCO, to borrow from any lender (including ARCO or the Trustee) to finance the acquisition of ARCO Common Stock, and to make payments on such loans, giving its note as Trustee with such reasonable interest and security for the loan as may be appropriate or necessary; provided that any such borrowing shall comply with the provisions of the Plan. 7. Trustee may hold uninvested or may invest in its discretion in short-term cash equivalents (including deposits, savings accounts and certificates of deposit with - 8 - 9 its own banking department or any common or collective trust fund maintained by Trustee which satisfies such objective): (i) any amount stated by ARCO or believed by Trustee to be needed in the near future for withdrawals from the Fund, or (ii) all or a portion of the proceeds of a loan described in Section 6(G) pending the acquisition of ARCO Common Stock. 8. Trustee, as and when directed by ARCO (or any committee or person or entity designated for such purpose in the Plan or otherwise by ARCO), shall make distributions or pay withdrawals, pay expenses of administering the Plan, buy, sell or turn in for redemption securities, and exercise or sell options, rights or warrants as shall be specified in any such direction. In the case of any such distribution or withdrawal, Trustee shall make or pay the same in cash or in kind, or in any combination thereof as provided in the direction. ARCO shall hold harmless and shall defend Trustee against any liability arising or asserted to arise out of Trustee's compliance with directions under this paragraph. 9. Trustee shall be paid such reasonable compensation for its service as Trustee as shall from time to time be agreed upon by ARCO and Trustee. Unless paid by ARCO, such compensation, and the expenses of administration of this Trust, may be withdrawn by Trustee from the Fund. 10. Trustee shall pay out of the Fund all taxes imposed or levied with respect to the Fund or any part thereof, under existing or future laws, and at ARCO's direction, may contest the validity or amount of any tax assessment, claim or demand respecting the Fund or any part thereof. 11. The following additional rules shall govern the standard of conduct and liabilities of Trustee hereunder; - 9 - 10 (A) Trustee shall perform all of its functions hereunder with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, or in accordance with such other standard as may be required from time to time by law, and shall not be liable for any conduct on its part (including reliance on advice of counsel) which conforms to that standard. (B) Trustee shall hold ARCO, its subsidiaries and affiliates and each of the directors, officers or employees of ARCO and of any such affiliate or subsidiary harmless (including the cost of outside counsel) against any liability or excise tax asserted against ARCO or any such entity or person as a result of any breach by Trustee of any of its duties or fiduciary responsibilities. This Clause (B) shall not require Trustee to hold ARCO or any other entity or person harmless against any liability or excise tax arising out of action or inaction of Trustee pursuant to or pending direction by an investment manager or fiduciary named pursuant to Paragraph 4 or 5 or by ARCO pursuant to any provision of this Agreement. (C) Trustee shall not be liable for the acts or omissions of an investment manager or fiduciary appointed under Paragraph 4 or 5, and, except with respect to short-term investments under Paragraph 7, Trustee shall be under no obligation to invest or otherwise manage any asset of the Plan which is subject to the management of such investment manager or fiduciary, it being the intention of the parties that, except with respect to investments under Paragraph 7, Trustee shall have the full protection of Section 405 of ERISA. - 10 - 11 (D) Where an investment manager or fiduciary has been named pursuant to Paragraph 4 or 5 or where ARCO is required to give directions to Trustee, ARCO shall hold harmless and defend Trustee against any liability or excise tax arising out of Trustee's action or inaction pursuant to or pending direction by such investment manager, fiduciary or ARCO. This Clause (D) shall not apply to any liability arising out of any act or omission in which Trustee knowingly participates or which Trustee knowingly undertakes to conceal, knowing such act or omission to be a breach of fiduciary responsibility. (E) When so instructed by ARCO, Trustee shall deposit any assets held by it with a custodian named by ARCO, and ARCO shall hold harmless and defend Trustee against any liability arising or asserted to arise out of Trustee's compliance with directions under this paragraph. Accounting by Trustee 12. Trustee shall keep accurate and detailed accounts of all investments, receipts, disbursements, withdrawals and other transactions hereunder, and all records relating thereto shall be open to inspection and audit at all reasonable times by any person or corporation designated by ARCO. At such intervals as ARCO may from time to time designate, and as of the date of the removal or resignation of Trustee, Trustee shall file with ARCO a written account setting forth all investments, receipts, disbursements, withdrawals and other transactions effected by it during the period from the date of its last such account and a list of the assets of the Fund at the close of such period. Such account may be in the form of monthly or quarterly statements which taken together reflect the matters set forth in the preceding sentence. As between ARCO and - 11 - 12 Trustee, Trustee shall be forever released and discharged from all liability with respect to the propriety of acts and transactions shown in such account, except with respect to any such act or transaction as to which ARCO shall within 90 days following notification thereof have filed written objections with Trustee and except that no such accounting shall foreclose any liability of Trustee to ARCO arising under Paragraph 11(B). Except as provided in Paragraph 11(B), the liability of Trustee to persons other than ARCO shall be limited to actions under ERISA brought within the period permitted by law for the bringing of such actions. Removal and Resignation of Trustee 13. Trustee may be removed by ARCO at any time upon not less than 30 days' written notice and Trustee may resign at any time upon not less than 90 days' written notice. In either case, such notice may be wholly or partially waived by the party to whom it is due. Upon Trustee's removal or resignation, ARCO shall appoint a successor trustee who shall have the same powers and duties as those conferred upon Trustee hereunder, and upon acceptance of such appointment by the successor trustee, Trustee shall assign, transfer and pay over to such successor trustee the funds and properties then constituting the Fund. If ARCO fails within a reasonable time to name a successor trustee or otherwise direct proper disbursement of the Fund, Trustee may apply to any court of competent jurisdiction for appropriate relief. Trustee may in any event reserve such reasonable sum of money as it may deem advisable, to provide for any charges against the Fund for which it may be liable, and for payment of its fees and expenses in connection with the settlement of its account or otherwise. Any balance of such reserve remaining after the payment of such fees and expenses shall be paid over as aforesaid. - 12 - 13 14. If the Plan is wholly or partially terminated, Trustee shall disburse the portion of the Fund affected by the termination as directed by ARCO. Trustee may elect to treat any such disbursement as a removal of Trustee with respect to the assets disbursed, in which case the provisions of Paragraph 13 shall apply. 15. ARCO may amend this Agreement by an instrument in writing signed by an authorized officer of ARCO or by any other named fiduciary authorized by a resolution of ARCO's Board of Directors to sign such amendment, provided that no such amendment shall divert any part of the Fund to purposes other than payment of benefits to Plan members and their beneficiaries or defrayal of reasonable expenses of administering the Plan, and, except with Trustee's consent, no amendment affecting the duties, responsibilities or rights of Trustee shall take effect until 30 days after a copy of said amendment is furnished to Trustee or, if Trustee gives notice of resignation within such 30-day period, until the resignation becomes effective. 16. ARCO may terminate this Agreement by directing disbursement of the entire Fund pursuant to Paragraph 13. Miscellaneous 17. Prior to satisfaction of all liabilities under the Plan, no part of the Fund shall inure to the benefit of ARCO or be used other than for purposes of providing benefits to Members and their beneficiaries and defraying reasonable expenses of administering the Plan. However; (A) If a contribution under the Plan is made by a mistake of fact, this paragraph shall not prohibit the return of an amount not in excess of such contribution at - 13 - 14 the direction of ARCO within one year after the contribution is paid; (B) If a contribution under the Plan is expressly conditioned on initial qualification of the Plan under Section 401 of the Internal Revenue Code of 1986, as amended, and if the Plan does not qualify, or continue to so qualify, this paragraph shall not prohibit the return of an amount not in excess of such contribution at the direction of ARCO within one year after the date of denial of qualification of the Plan; and (C) If a contribution under the Plan is expressly conditioned upon the deductibility of the contribution under Section 404 of the Internal Revenue Code of 1986, as amended, then, to the extent the deduction is disallowed, this paragraph shall not prohibit the return of an amount not in excess of such contribution (to the extent disallowed) at the direction of ARCO within one year after the disallowance of the deduction. Trustee may demand assurance satisfactory to it that the sum of all amounts being returned from the Trust under the Plan does not exceed the amount described above. 18. This Trust is intended to be entitled to an income tax exemption under Section 501(a) of the Internal Revenue Code of 1986 and wherever possible shall be construed to carry out that intention. Trustee may demand assurances satisfactory to it that any action it is directed to take will not adversely affect the tax exemption of the Trust. 19. Any successor in interest to Trustee shall automatically become Trustee hereunder. - 14 - 15 20. Any successor to all or part of the business of ARCO may become a party to this Agreement and, with respect to assets of the Fund which ARCO warrants to Trustee are allocable to such successor, this Agreement shall be deemed to create a separate trust composed of such assets and administered according to this Agreement, except that such successor shall be substituted for ARCO for all purposes hereunder. 21. Unless otherwise provided in this Agreement, any communications (including notices, instructions, or directions) required or permitted hereunder to be given by ARCO shall be given in writing addressed to the trust officer with whom ARCO customarily deals and signed by the officer delegated such power, or any other person or persons whom ARCO notifies Trustee are from time to time authorized to sign such communications. ARCO shall furnish Trustee specimen signatures of all persons authorized to sign communications to Trustee. 22. If any payment mailed by regular U.S. Mail to the last address of the payee furnished by ARCO is returned unclaimed, Trustee shall so notify ARCO and shall discontinue further payments to such payee until it receives further instructions of ARCO. 23. No amount held hereunder shall be subject to voluntary or involuntary alientation or to the claims of any creditor. 24. This Agreement shall be controlled by the law of the State of Massachusetts in all respects in which that law is not inconsistent with ERISA. - 15 - 16 25. This Agreement may be executed in counterparts, each of which shall be an original although the others are not produced. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the date first written above. ATTEST: ATLANTIC RICHFIELD COMPANY By: /s/ BARBARA M. HINDS By: /s/ E. KENT DAMON, JR. ----------------------- --------------------------- Assistant Secretary E. Kent Damon, Jr. As named fiduciary appointed by the Board of Directors of Atlantic Richfield Company with power and authority to negotiate, execute and deliver this Trust Agreement on behalf of Atlantic Richfield Company ATTEST: STATE STREET BANK AND TRUST COMPANY as Trustee By: /s/ ROBERT M. HANNIGAN By: JOHN S. CONNOLLY ------------------------- ------------------------------- ARCO hereby appoints the following fiduciaries pursuant to Paragraph 5. E. Kent Damon, Jr. Assets and/or Daniel W. Woolley Jointly or Individually All Trust Assets By: /s/ E. KENT DAMON, JR. ----------------------------- Kent Damon, Jr. - 16 - EX-4.6(A) 6 AM. NO. 1 TO THE CAP PLAN II TRUST AGREEMENT 1 EXHIBIT 4.6(a) AMENDMENT NO. 1 TO ATLANTIC RICHFIELD CAPITAL ACCUMULATION PLAN II TRUST AGREEMENT ---------------------------- Pursuant to the power of amendment reserved therein, the Atlantic Richfield Capital Accumulation Plan II Trust Agreement (the "Agreement") is hereby amended effective as of August 5, 1996. Paragraph 2 of the Agreement is amended to read as follows: "2. Trustee shall have the power to hold and invest the principal and income of the Fund in the following manner: (A) Common Stock of Atlantic Richfield Company purchased on the open market or from ARCO as may be directed by ARCO in accordance with the Plan; (B) In cash, such as deposits in interest-bearing bank accounts, certificates of deposit, corporate or governmental obligations maturing in not more than five (5) years, financial futures contracts, deposits under a deposit administration or similar insurance contract or in a commingled or common investment account or fund established and maintained by a bank (which bank may be the Trustee), including any fixed income commingled funds maintained by the Trustee for qualified employee benefit accounts and the assets of which are invested primarily in debt obligations, in similar cash accounts managed by investment managers appointed by ARCO, or in any combination thereof as ARCO determines; 1 2 (C) In units of a fund, consisting of specified equity investments, such as common or capital stock of issuers, other than ARCO or any of its subsidiaries or affiliates, bonds, debentures or preferred stocks convertible into common or capital stock of such issuers, financial futures contracts, interests in any commingled or common equity fund established and maintained by an investment advisor or a bank (which bank may be the Trustee), interests in any mutual fund or other similar types of equity investments and cash equivalent short-term investments maturing in less than one year, or in any combination thereof as ARCO may determine; (D) In units of a fund, consisting of specified types of fixed income investments, such as public obligations of the United States or foreign governments or their agencies, securitized financing or corporate bonds of issuers, other than ARCO or any of its subsidiaries or affiliates, debentures, financial futures contracts, interests in any commingled or common fixed income fund established and maintained by an investment advisor or bank (which bank may be the Trustee), interests in any mutual fund or other similar types of fixed income investments and cash equivalent short-term investments, or in any combination thereof as ARCO may determine; (E) In units of a fund consisting of specified investments in global issuers such as common or capital stock, other than ARCO or any of its subsidiaries or affiliates, preferred stocks, securities convertible into common or capital stock of such issuers, financial futures contracts, currency futures or options, forward currency contracts, interests in any commingled or common equity fund established and maintained by an investment advisor or a bank (which bank may be the Trustee), interests in any mutual fund or other similar types of equity investments and cash equivalent investments, or similar investments or in any combination thereof as ARCO may determine; 2 3 (F) In units of a fund consisting of units of the funds described in Subparagraphs (C), (D) or (E), which shall be approximately 45 percent of the fund described in Subparagraph (C), 40 percent of the fund described in Subparagraph D and 15 percent of the fund described in Subparagraph (E), as ARCO determines; or (G) The Declaration of Trust creating a commingled or common fund with respect to which the Trust participates is deemed to be part of this Trust Agreement to the same extent as if fully set forth at length." Executed this 5th day of August, 1996. ATTEST: ATLANTIC RICHFIELD COMPANY [SIG] By: /s/ BEVERLY L. HAMILTON - ----------------------------- ------------------------------- BEVERLY L. HAMILTON As named fiduciary appointed by the Board of Directors of Atlantic Richfield Company with power and authority to negotiate, execute and deliver this Amendment on behalf of Atlantic Richfield Company ATTEST: STATE STREET BANK AND TRUST COMPANY As Trustee for Atlantic Richfield Capital Accumulation Plan II [SIG] By: /s/ ROBERT HANNIGAN - ----------------------------- ------------------------------- ROBERT HANNIGAN VICE PRESIDENT 3 EX-4.6(B) 7 AMENDMENT NO. 1 TO THE CAP PLAN III 1 EXHIBIT 4.6(b) AMENDMENT NO. 1 TO ATLANTIC RICHFIELD CAPITAL ACCUMULATION PLAN III TRUST AGREEMENT ----------------------------- Pursuant to the power of amendment reserved therein, the Atlantic Richfield Capital Accumulation Plan III Trust Agreement (the "Agreement") is hereby amended effective as of August 5, 1996. Paragraph 2 of the Agreement is amended to read as follows: "2. Trustee shall have the power to hold and invest the principal and income of the Fund in the following manner: (A) Common Stock of Atlantic Richfield Company purchased on the open market or from ARCO as may be directed by ARCO in accordance with the Plan; (B) In cash, such as deposits in interest-bearing bank accounts, certificates of deposit, corporate or governmental obligations maturing in not more than five (5) years, financial futures contracts, deposits under a deposit administration or similar insurance contract or in a commingled or common investment account or fund established and maintained by a bank (which bank may be the Trustee), including any fixed income commingled funds maintained by the Trustee for qualified employee benefit accounts and the assets of which are invested primarily in debt obligations, in similar cash accounts managed by investment managers appointed by ARCO, or in any combination thereof as ARCO determines; 1 2 (C) In units of a fund, consisting of specified equity investments, such as common or capital stock of issuers, other than ARCO or any of its subsidiaries or affiliates, bonds, debentures or preferred stocks convertible into common or capital stock of such issuers, financial futures contracts, interests in any commingled or common equity fund established and maintained by an investment advisor or a bank (which bank may be the Trustee), interests in any mutual fund or other similar types of equity investments and cash equivalent short-term investments maturing in less than one year, or in any combination thereof as ARCO may determine; (D) In units of a fund, consisting of specified types of fixed income investments, such as public obligations of the United States or foreign governments or their agencies, securitized financing or corporate bonds of issuers, other than ARCO or any of its subsidiaries or affiliates, debentures, financial futures contracts, interests in any commingled or common fixed income fund established and maintained by an investment advisor or bank (which bank may be the Trustee), interests in any mutual fund or other similar types of fixed income investments and cash equivalent short-term investments, or in any combination thereof as ARCO may determine; (E) In units of a fund consisting of specified investments in global issuers such as common or capital stock, other than ARCO or any of its subsidiaries or affiliates, preferred stocks, securities convertible into common or capital stock of such issuers, financial futures contracts, currency futures or options, forward currency contracts, interests in any commingled or common equity fund established and maintained by an investment advisor or a bank (which bank may be the Trustee), interests in any mutual fund or other similar types of equity investments and cash equivalent investments, or similar investments or in any combination thereof as ARCO may determine; 2 3 (F) In units of a fund consisting of units of the funds described in Subparagraphs (C), (D) or (E), which shall be approximately 45 percent of the fund described in Subparagraph (C), 40 percent of the fund described in Subparagraph D and 15 percent of the fund described in Subparagraph (E), as ARCO determines; or (G) The Declaration of Trust creating a commingled or common fund with respect to which the Trust participates is deemed to be part of this Trust Agreement to the same extent as if fully set forth at length." Executed this 5th day of August, 1996. ATTEST: ATLANTIC RICHFIELD COMPANY [SIG] By: /s/ BEVERLY L. HAMILTON - --------------------------- ----------------------------- BEVERLY L. HAMILTON As named fiduciary appointed by the Board of Directors of Atlantic Richfield Company with power and authority to negotiate, execute and deliver this Amendment on behalf of Atlantic Richfield Company ATTEST: STATE STREET BANK AND TRUST COMPANY As Trustee for Atlantic Richfield Capital Accumulation Plan III [SIG] By: /s/ ROBERT HANNIGAN - --------------------------- ----------------------------- ROBERT HANNIGAN VICE PRESIDENT 3 EX-4.6(C) 8 AMENDMENT NO. 1 TO THE SAVINGS PLAN II 1 EXHIBIT 4.6(c) AMENDMENT NO. 1 TO ATLANTIC RICHFIELD SAVINGS PLAN II TRUST AGREEMENT ------------------ Pursuant to the power of amendment reserved therein, the Atlantic Richfield Savings Plan II Trust Agreement (the "Agreement") is hereby amended effective as of August 5, 1996. Paragraph 2 of the Agreement is amended to read as follows: "2. Trustee shall have the power to hold and invest the principal and income of the Fund in the following manner: (A) Common Stock of Atlantic Richfield Company purchased on the open market or from ARCO as may be directed by ARCO in accordance with the Plan; (B) In cash, such as deposits in interest-bearing bank accounts, certificates of deposit, corporate or governmental obligations maturing in not more than five (5) years, financial futures contracts, deposits under a deposit administration or similar insurance contract or in a commingled or common investment account or fund established and maintained by a bank (which bank may be the Trustee), including any fixed income commingled funds maintained by the Trustee for qualified employee benefit accounts and the assets of which are invested primarily in debt obligations, in similar cash accounts managed by investment managers appointed by ARCO, or in any combination thereof as ARCO determines; 1 2 (C) In units of a fund, consisting of specified equity investments, such as common or capital stock of issuers, other than ARCO or any of its subsidiaries or affiliates, bonds, debentures or preferred stocks convertible into common or capital stock of such issuers, financial futures contracts, interests in any commingled or common equity fund established and maintained by an investment advisor or a bank (which bank may be the Trustee), interests in any mutual fund or other similar types of equity investments and cash equivalent short-term investments maturing in less than one year, or in any combination thereof as ARCO may determine; (D) In units of a fund, consisting of specified types of fixed income investments, such as public obligations of the United States or foreign governments or their agencies, securitized financing or corporate bonds of issuers, other than ARCO or any of its subsidiaries or affiliates, debentures, financial futures contracts, interests in any commingled or common fixed income fund established and maintained by an investment advisor or bank (which bank may be the Trustee), interests in any mutual fund or other similar types of fixed income investments and cash equivalent short-term investments, or in any combination thereof as ARCO may determine; (E) In units of a fund consisting of specified investments in global issuers such as common or capital stock, other than ARCO or any of its subsidiaries or affiliates, preferred stocks, securities convertible into common or capital stock of such issuers, financial futures contracts, currency futures or options, forward currency contracts, interests in any commingled or common equity fund established and maintained by an investment advisor or a bank (which bank may be the Trustee), interests in any mutual fund or other similar types of equity investments and cash equivalent investments, or similar investments or in any combination thereof as ARCO may determine; 2 3 (F) In units of a fund consisting of units of the funds described in Subparagraphs (C), (D) or (E), which shall be approximately 45 percent of the fund described in Subparagraph (C), 40 percent of the fund described in Subparagraph D and 15 percent of the fund described in Subparagraph (E), as ARCO determines; or (G) The Declaration of Trust creating a commingled or common fund with respect to which the Trust participates is deemed to be part of this Trust Agreement to the same extent as if fully set forth at length." Executed this 5th day of August, 1996. ATTEST: ATLANTIC RICHFIELD COMPANY /SIG/ By: /s/ BEVERLY L. HAMILTON - ----------------------------- ----------------------------- BEVERLY L. HAMILTON As named fiduciary appointed by the Board of Directors of Atlantic Richfield Company with power and authority to negotiate, execute and deliver this Amendment on behalf of Atlantic Richfield Company ATTEST: STATE STREET BANK AND TRUST COMPANY As Trustee for Atlantic Richfield Savings Plan II /SIG/ By: /s/ ROBERT HANNIGAN - ----------------------------- ----------------------------- ROBERT HANNIGAN VICE PRESIDENT 3 EX-4.6(D) 9 AMENDMENT NO. 1 TO THE SAVINGS PLAN III 1 EXHIBIT 4.6(d) AMENDMENT NO. 1 TO ATLANTIC RICHFIELD SAVINGS PLAN III TRUST AGREEMENT ------------------ Pursuant to the power of amendment reserved therein, the Atlantic Richfield Savings Plan III Trust Agreement (the "Agreement") is hereby amended effective as of August 5, 1996. Paragraph 2 of the Agreement is amended to read as follows: "2. Trustee shall have the power to hold and invest the principal and income of the Fund in the following manner: (A) Common Stock of Atlantic Richfield Company purchased on the open market or from ARCO as may be directed by ARCO in accordance with the Plan; (B) In cash, such as deposits in interest-bearing bank accounts, certificates of deposit, corporate or governmental obligations maturing in not more than five (5) years, financial futures contracts, deposits under a deposit administration or similar insurance contract or in a commingled or common investment account or fund established and maintained by a bank (which bank may be the Trustee), including any fixed income commingled funds maintained by the Trustee for qualified employee benefit accounts and the assets of which are invested primarily in debt obligations, in similar cash accounts managed by investment managers appointed by ARCO, or in any combination thereof as ARCO determines; 1 2 (C) In units of a fund, consisting of specified equity investments, such as common or capital stock of issuers, other than ARCO or any of its subsidiaries or affiliates, bonds, debentures or preferred stocks convertible into common or capital stock of such issuers, financial futures contracts, interests in any commingled or common equity fund established and maintained by an investment advisor or a bank (which bank may be the Trustee), interests in any mutual fund or other similar types of equity investments and cash equivalent short-term investments maturing in less than one year, or in any combination thereof as ARCO may determine; (D) In units of a fund, consisting of specified types of fixed income investments, such as public obligations of the United States or foreign governments or their agencies, securitized financing or corporate bonds of issuers, other than ARCO or any of its subsidiaries or affiliates, debentures, financial futures contracts, interests in any commingled or common fixed income fund established and maintained by an investment advisor or bank (which bank may be the Trustee), interests in any mutual fund or other similar types of fixed income investments and cash equivalent short-term investments, or in any combination thereof as ARCO may determine; (E) In units of a fund consisting of specified investments in global issuers such as common or capital stock, other than ARCO or any of its subsidiaries or affiliates, preferred stocks, securities convertible into common or capital stock of such issuers, financial futures contracts, currency futures or options, forward currency contracts, interests in any commingled or common equity fund established and maintained by an investment advisor or a bank (which bank may be the Trustee), interests in any mutual fund or other similar types of equity investments and cash equivalent investments, or similar investments or in any combination thereof as ARCO may determine; 2 3 (F) In units of a fund consisting of units of the funds described in Subparagraphs (C), (D) or (E), which shall be approximately 45 percent of the fund described in Subparagraph (C), 40 percent of the fund described in Subparagraph D and 15 percent of the fund described in Subparagraph (E), as ARCO determines; or (G) The Declaration of Trust creating a commingled or common fund with respect to which the Trust participates is deemed to be part of this Trust Agreement to the same extent as if fully set forth at length." Executed this 5th day of August, 1996. ATTEST: ATLANTIC RICHFIELD COMPANY [SIG] By: /s/ BEVERLY L. HAMILTON - ----------------------------- ----------------------------- BEVERLY L. HAMILTON As named fiduciary appointed by the Board of Directors of Atlantic Richfield Company with power and authority to negotiate, execute and deliver this Amendment on behalf of Atlantic Richfield Company ATTEST: STATE STREET BANK AND TRUST COMPANY As Trustee for Atlantic Richfield Savings Plan III [SIG] By: /s/ ROBERT HANNIGAN - ----------------------------- ----------------------------- ROBERT HANNIGAN VICE PRESIDENT 3 EX-5.1 10 OPINION OF DIANE A. WARD, ESQ. 1 ARCO (LOGO) Legal EXHIBIT 5.1 515 South Flower Street Mailing Address: Box 2679 - T.A. Los Angeles, California 90051 Telephone 213 486 2808 Diane A. Ward Senior Counsel -- Securities & Finance May 7, 1997 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Registration Statement on Form S-8 (No. 333- ) Atlantic Richfield Capital Accumulation Plan II Atlantic Richfield Capital Accumulation Plan III Atlantic Richfield Savings Plan II Atlantic Richfield Savings Plan III Ladies and Gentlemen: As Senior Counsel of Atlantic Richfield Company (the "Company"), I have reviewed the Atlantic Richfield Capital Accumulation Plan II, the Atlantic Richfield Capital Accumulation Plan III, the Atlantic Richfield Savings Plan II and the Atlantic Richfield Savings Plan III, as amended through the date hereof (the "Plans"), and have considered the proposed issuance of interests in the Plans and the sale of shares of the Company's Common Stock, par value $2.50 per share (the "Common Stock"), thereunder. This opinion is furnished as an exhibit to the above-referenced Registration Statement. Based on such examination of corporate records, documents and questions of law as I have considered necessary, I am of the opinion that: 1. When the shares of the Common Stock are sold in the manner contemplated by the Registration Statement, they will be legally issued, fully paid, and non-assessable; and 2. When the interests in the Plans are issued in the manner contemplated by the Registration Statement, they will be legally issued. I consent to the filing of this opinion as an exhibit to the Registration Statement referred to above and to the use of my name in the Registration Statement under the caption "Interests of Named Experts and Counsel." Very truly yours, /s/ Diane A. Ward Diane A. Ward EX-23.1 11 CONSENT OF COOPERS & LYBRAND L.L.P. 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement on Form S-8 (File No. 333- ), relating to the Atlantic Richfield Capital Accumulation Plan II, the Atlantic Richfield Capital Accumulation Plan III, the Atlantic Richfield Savings Plan II and the Atlantic Richfield Savings Plan III, of our report dated February 12, 1997, on our audits of the financial statements and financial statement schedule of Atlantic Richfield Company. COOPERS & LYBRAND L.L.P. Los Angeles, California May 6, 1997 EX-24 12 POWER OF ATTORNEY 1 EXHIBIT 24 POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Anthony G. Fernandes, Marie L. Knowles, William E. Wade, Jr., Bruce G. Whitmore, Terry G. Dallas and Allan L. Comstock, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, in connection with the issuance of any securities authorized by the Board of Directors of Atlantic Richfield Company (the "Company") or by the Executive Committee thereof pursuant to due authorization by such Board for issuance by the Company, (1) to execute and file, or cause to be filed, with the Securities and Exchange Commission (the "Commission"), (A) Registration Statements and any and all amendments (including post-effective amendments) thereto and to file, or cause to be filed, all exhibits thereto and other documents in connection therewith as required by the Commission in connection with such registration under the Securities Act of 1933, as amended, and (B) any report or other document required to be filed by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended, (2) to execute and file, or cause to be filed, any application for registration or exemption therefrom, any report or any other document required to be filed by the Company under the Blue Sky or securities laws of any of the United States, and to furnish any other information required in connection therewith, (3) to execute and file, or cause to be filed, any application for registration or exemption therefrom under the securities laws of any jurisdiction outside the United States, including any reports or other documents required to be filed subsequent to the issuance of such securities, and (4) to execute and file, or cause to be filed, any application for listing such securities on the New York Stock Exchange, the Pacific Stock Exchange, the London Stock Exchange or any other securities exchange in any other jurisdiction where any such securities are proposed to be sold, granting to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act required to be done as he or she might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue of this power of attorney. Each person whose signature appears below may at any time revoke this power of attorney as to himself or herself only by an instrument in writing specifying that this power of attorney is revoked as to him or her as of the date of execution of such instrument or at a subsequent specified date. This power of attorney shall be revoked automatically with respect to any person whose signature appears below effective on the date he or she ceases to be a member of the Board of Directors or an officer of the Company. Any revocation hereof shall not void or otherwise affect any acts performed by any attorney-in-fact and agent named herein pursuant to this power of attorney prior to the effective date of such revocation. Dated as of February 24, 1997.
SIGNATURE TITLE - ----------------------------------------------- -------------------------------------------- /s/ MIKE R. BOWLIN Chairman of the Board, - ----------------------------------------------- Chief Executive Officer Mike R. Bowlin and President Principal executive officer /s/ ANTHONY G. FERNANDES Executive Vice President - ----------------------------------------------- and Director Anthony G. Fernandes /s/ MARIE L. KNOWLES Executive Vice President, - ----------------------------------------------- Chief Financial Officer Marie L. Knowles and Director Principal financial officer
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SIGNATURE TITLE - ----------------------------------------------- -------------------------------------------- /s/ WILLIAM E. WADE, JR. Executive Vice President - ----------------------------------------------- and Director William E. Wade, Jr. /s/ FRANK D. BOREN Director - ----------------------------------------------- Frank D. Boren /s/ LODWRICK M. COOK Director - ----------------------------------------------- Lodwrick M. Cook /s/ RICHARD H. DEIHL Director - ----------------------------------------------- Richard H. Deihl /s/ JOHN GAVIN Director - ----------------------------------------------- John Gavin /s/ HANNA H. GRAY Director - ----------------------------------------------- Hanna H. Gray /s/ PHILIP M. HAWLEY Director - ----------------------------------------------- Philip M. Hawley /s/ KENT KRESA Director - ----------------------------------------------- Kent Kresa /s/ DAVID T. MCLAUGHLIN Director - ----------------------------------------------- David T. McLaughlin /s/ JOHN B. SLAUGHTER Director - ----------------------------------------------- John B. Slaughter /s/ HENRY WENDT Director - ----------------------------------------------- Henry Wendt /s/ ALAN L. COMSTOCK Vice President and - ----------------------------------------------- Controller Alan L. Comstock Principal accounting officer
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