-----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, VEYliyWSs94VOT4KvtOhwZXJ5iaMrNRaZutqtkT/o+w4Xb2gCWk5vlQYxMRQNTSX 9WPtK5BAF4ac0Vpfe0UXGA== 0000093397-95-000015.txt : 19951220 0000093397-95-000015.hdr.sgml : 19951220 ACCESSION NUMBER: 0000093397-95-000015 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19951219 EFFECTIVENESS DATE: 19960107 SROS: CSX SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMOCO CORP CENTRAL INDEX KEY: 0000093397 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 361812780 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-65153 FILM NUMBER: 95602652 BUSINESS ADDRESS: STREET 1: 200 E RANDOLPH DR STREET 2: MAIL CODE 3107A CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 3128566111 FORMER COMPANY: FORMER CONFORMED NAME: STANDARD OIL CO /IN/ DATE OF NAME CHANGE: 19850425 S-8 1 AMOCO CORP S8 As filed with the Securities and Exchange Commission on December 19, 1995 Registration No. 33- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 Amoco Corporation (Exact name of registrant as specified in its charter) Indiana 36-1812780 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 200 East Randolph Drive, Chicago, Illinois 60601 (Address of Principal Executive Offices) (Zip Code) AMOCO FABRICS AND FIBERS COMPANY SALARIED 401(k) SAVINGS PLAN (Full title of the Plan) P. A. Brandin, Secretary Amoco Corporation 200 East Randolph Drive Chicago, Illinois 60601 (Name and address of agent for service) (312)-856-6111 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE Proposed Proposed Title of maximum maximum securities Amount offering aggregate to be to be price offering Amount of registered registered per price registration (1) (2) share(3) (3) fee(3) Common Stock, without par 300,000 value . . . . shares $70.5625 $21,168,750 $7,300 (1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Amoco Fabrics and Fibers Company Salaried 401(k) Savings Plan (the "Plan"). (2) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement also registers such indeterminate number of additional shares as may be issuable under the Plan in connection with share splits, share dividends or similar transactions. (3) Estimated pursuant to Rule 457(h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee based on the average of the high and low prices for Amoco Corporation common stock as reported on the New York Stock Exchange, Inc. Composite Transactions Reporting System on December 15, 1995. AMOCO CORPORATION PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents filed by Amoco Corporation, an Indiana corporation (the "Company") with the Securities and Exchange Commission are incorporated herein by reference: (a) (I) Annual Report of the Company on Form 10-K for the year ended December 31, 1994; (ii) Current Reports on Form 8-K of the Company filed on April 5, and April 13, 1995; (iii)Quarterly Report of the Company on Form 10-Q for the quarter ended March 31, 1995; (iv) Quarterly Report of the Company on Form 10-Q for the quarter ended June 30, 1995; and (v) Quarterly Report of the Company on Form 10-Q for the quarter ended September 30, 1995. (b) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act") since the end of the fiscal year covered by the annual reports or referred to in (a) above. (c) The description of the Company's common stock, no par value, contained in a registration statement filed by the Company under Section 12 of the Exchange Act, including any amendments or reports filed for the purpose of updating such description. All reports subsequently filed by the Company or the Amoco Fabrics and Fibers Company Salaried 401(k) Savings Plan (the "Plan") pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents. Item 5. Interests of Named Experts and Counsel The legality of the securities to which this Registration Statement relates has been passed on by Jane E. Klewin, Attorney, Amoco Corporation. Item 6. Indemnification of Directors and Officers Article VIII of the Company's By-laws provides for indemnification of officers, directors and others to the extent permitted by the Indiana Business Corporation Law. The Company maintains insurance policies under which officers, directors and others may be indemnified against certain losses arising from certain claims under the Securities Act of 1933, as amended (the "Act"). Item 8. Exhibits (4)(a)&(b)Official Text of Amoco Fabrics and Fibers Company Salaried 401(k) Savings Plan and Master Trust Agreement (effective January 1, 1996)(filed herewith). (5) Opinion of Jane E. Klewin, including the consent of such counsel (filed herewith). (23) Consent of Price Waterhouse (filed herewith). (24) Powers of Attorney (incorporated by reference). Item 9. Undertakings The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement; (i) To include any prospectus required by Section 10(a)(3) of the Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraphs (i) and (ii) do not apply if the registration statement is on Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) To submit the Plan and, from time to time any amendments thereto, to the Internal Revenue Service ("IRS") in a timely manner and to make all changes required by the IRS in order to continue to qualify the Plan. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES THE REGISTRANT 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 Chicago, State of Illinois, on December 19, 1995. AMOCO CORPORATION Registrant By: JOHN L. CARL John L. Carl, Executive Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on December 19, 1995. Signatures Titles H. LAURANCE FULLER* Chairman of the Board, President and H. Laurance Fuller Director (Principal Executive Officer) JOHN L. CARL* Executive Vice President and Chief John L. Carl Financial Officer (Principal Financial Officer) J. R. REID* Vice President and Controller J. R. Reid (Principal Accounting Officer) L. D. THOMAS* Vice Chairman and Director L. D. Thomas DONALD R. BEALL* Director Donald R. Beall RUTH BLOCK* Director Ruth Block JOHN H. BRYAN* Director John H. Bryan ERROLL B. DAVIS JR.* Director Erroll B. Davis Jr. RICHARD FERRIS* Director Richard Ferris F. A. MALJERS* Director F. A. Maljers ROBERT H. MALOTT* Director Robert H. Malott W. E. MASSEY* Director W. E. Massey MARTHA R. SEGER* Director Martha R. Seger MICHAEL WILSON* Director Michael Wilson RICHARD D. WOOD* Director Richard D. Wood *By JOHN L. CARL Individually and as Attorney-in-Fact John L. Carl THE PLAN Pursuant to the requirements of the Securities Act of 1933, the Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, and the State of Illinois, on December 19, 1995. Amoco Fabrics and Fibers Company Salaried 401(k) Savings Plan By: Amoco Corporation Plan Administrator By: P. J. CLAYTON P. J. Clayton, Assistant Corporate Secretary INDEX TO EXHIBITS Exhibit Sequentially Number Exhibit Numbered Page (4)(a)&(b)Official Text of Amoco Fabrics and Fibers Company Salaried 401(k) Savings Plan and Master Trust Agreement (5) Opinion of J. E. Klewin, including consent (23) Consent of Price Waterhouse (24) Powers of Attorney are incorporated herein by reference to Exhibit 24 to the registrant's Form S-8 Registration Statement filed March 14, 1995 (No. 33-58063). EX-4 2 PLAN AND MASTER TRUST Exhibit 4 (A) AMOCO FABRICS AND FIBERS COMPANY SALARIED 401(k) SAVINGS PLAN Effective January 1, 1996 AMOCO FABRICS AND FIBERS COMPANY SALARIED 401(k) SAVINGS PLAN TABLE OF CONTENTS Page I INTRODUCTION 1.1 Effective Date 1 1.2 Compliance with Code and ERISA 1 1.3 Exclusive Benefit of Participants 1 1.4 Limitation on Rights Created by Plan 1 1.5 Application of Plan's Terms 1 1.6 Benefits Not Guaranteed 2 II DEFINITIONS 2.1 Affiliated Company 3 2.2 Amoco 3 2.3 Amoco Corporation 3 2.4 Applicable Compensation 3 2.5 Beneficiary 4 2.6 Casual Employee 4 2.7 Code 4 2.8 Employer 4 2.9 Entry Date 4 2.10 ERISA 4 2.11 Highly-Compensated Employee 4 2.12 Hour of Service 6 2.13 Hourly Employee 6 2.14 Part-Time Employee 6 2.15 Participant 6 2.16 Plan 7 2.17 Plan Year 7 2.18 Pre-Tax Contributions 7 2.19 Regular Employee 7 2.20 Salaried Employee 7 2.21 Spouse. 7 2.22 Temporary Employee 7 2.23 Trust Agreement 7 2.24 Trust Fund. 7 2.25 Trustee 7 III PARTICIPATION 3.1 Eligible Class. 9 3.2 Participation 10 3.3 End of Participation 10 3.4 Reentry of Former Participant 10 IV PRE-TAX CONTRIBUTIONS BY PARTICIPANTS 4.1 Pre-Tax Contributions 11 4.2 Procedure for Pre-Tax Contributions 11 4.3 Collection of Pre-Tax Contributions 11 4.4 Change in Pre-Tax Contributions 11 4.5 401(k) Pre-Tax Contributions Limitation 12 4.6Maximum Amount of Participant Pre-Tax Contributions 13 4.7 Direct Rollover Contributions 13 V COMPANY MATCHING CONTRIBUTIONS 5.1 Company Matching Contributions 15 5.2 Time of Contribution 15 5.3 Section 415 Annual Contribution Limitation 15 5.4 Combined Benefit Limitations 16 5.5 Limitation on Allocation of Contributions 16 5.6 Allocation of Earnings to Distributions of Excess Contributions 17 5.7 Multiple Use of Alternative Limitation 17 5.8 No Interest in Company. 18 VI ACCOUNTS AND CREDITS 6.1 Establishment of Accounts 19 6.2 Crediting Participants' Pre-Tax Contributions 19 6.3 Crediting Matching Contributions 19 6.4 Crediting Rollovers 19 6.5 Charge to Accounts 19 VII INVESTMENT FUNDS AND CREDITING INVESTMENT EXPERIENCE 7.1 Investment Funds 20 7.2 Investment Directions and Transfers Among Funds 20 7.3 Valuation of Assets 21 7.4 Crediting Investment Experience 21 VIII LOANS TO PARTICIPANTS 8.1Plan Administrator Shall Administer the Loan Program 23 8.2 Availability of Loans 23 8.3 Conditions of Loan 23 8.4 Accounting for Loans 25 IX IN-SERVICE WITHDRAWALS 9.1 Withdrawals From Rollover Account 26 9.2 Withdrawals From Pre-Tax Contribution Account 26 9.3 Order of Asset Liquidation for All Withdrawals 27 X DISTRIBUTIONS 10.1 Distributions 28 10.2 Termination of Employment Prior to Retirement or Death 28 10.3 Reemployment 31 10.4 $3,500 Cash-Out 31 10.5 Required Distribution Date 31 10.6 Distribution Upon Death of a Participant 32 10.7 Rehire Before Distribution 33 10.8 Waiver of 30-Day Notice 33 XI DIRECT ROLLOVERS 11.1 Direct Rollover 34 11.2 Definitions 34 XII AMENDMENT, MERGER AND TERMINATION OF PLAN 12.1 Amendment of Plan 36 12.2 Merger of Plans 36 12.3 Termination 36 12.4 Effect of Termination 36 XIII NAMED FIDUCIARIES 13.1 Identity of Named Fiduciaries 38 13.2 Responsibilities and Authority of Plan Administrator 38 13.3 Responsibilities and Authority of Trustee 38 13.4 Responsibilities of Amoco 38 13.5 Responsibilities Not Shared 38 13.6 Dual Fiduciary Capacity Permitted 39 13.7 Actions by Amoco. 39 13.8 Advice 39 XIV PLAN ADMINISTRATOR 14.1 Appointment 40 14.2 Notice to Trustee 40 14.3 Administration of Plan. 40 14.4 Reporting and Disclosure 40 14.5 Records 40 14.6 Claims Review Procedure. 40 14.7 Administrative Discretion; Final Authority 41 XV PARTICIPATING EMPLOYERS 15.1 Adoption by Other Employers 42 15.2 Designation of Agent 42 15.3 Employee Transfers 42 15.4 Discontinuance of Participation 42 15.5Participating Employer Contribution for Affiliate 42 XVI MISCELLANEOUS 16.1 Qualified Domestic Relations Orders 43 16.2 Nonalienation of Benefits 43 16.3 Payment of Minors and Incompetents 43 16.4 Current Address of Payee 43 16.5 Disputes over Entitlement to Benefits 44 16.6 Payment of Benefits 44 16.7 Plan Supplements 44 16.8 Rules of Construction 44 16.9 Text Controls 44 16.10 Applicable State Law 45 16.11 Plan Administration Expenses 45 16.12 Voting and Tendering of Amoco Stock 45 16.13 Action by Company 46 SUPPLEMENT A Special Rules for Top-Heavy Plans A-1 ARTICLE I INTRODUCTION 1.1 Effective Date. Amoco Fabrics and Fibers Company established the Amoco Fabrics and Fibers Company Salaried 401(k) Savings Plan ("Plan") effective as of January 1, 1996. 1.2 Compliance with Code and ERISA. This Plan is intended to qualify as a profit-sharing plan under Code Section 401(a) and a cash or deferred arrangement under Code Section 401(k). It is also intended to comply with the applicable provisions of ERISA. The Plan will be interpreted in a manner that comports with these intentions. 1.3 Exclusive Benefit of Participants. The Plan is for the exclusive benefit of Participants and their Beneficiaries. Employer and Participant contributions are made to the Trust Fund for the purpose of accumulating a fund for distribution to Participants and their Beneficiaries in accordance with the Plan. Except as provided in Section 5.6, no part of the Trust Fund or any distribution therefrom will be used for or diverted to purposes other than for the exclusive benefit of Participants and their Beneficiaries and defraying the reasonable expenses of administering the Plan and Trust Fund not paid by the Employer. 1.4 Limitation on Rights Created by Plan. Nothing appearing in the Plan will be construed (a) to give any person any benefit, right or interest except as expressly provided herein, or (b) to create a contract of employment or to give any Employee the right to continue as an Employee or to affect or modify his terms of employment in any way. 1.5 Application of Plan's Terms. The benefits and rights of a Participant and his Beneficiaries under the Plan will be determined in accordance with the terms of the Plan that are in effect on the date that contributions on a Participant's behalf are made or credited to his Accounts or on the date of the Participant's retirement, death or other termination of employment, whichever may be applicable. 1.6 Benefits Not Guaranteed. The Employer and the Trustee do not guarantee the payment of benefits hereunder. Benefits will be paid from the assets of the Trust Fund and are limited to the amount of assets therein. ARTICLE II DEFINITIONS This article contains a number of definitions of terms used in the Plan. Other terms are defined, explained or clarified in other articles. This is done for convenience of plan administration. There is no other significance to the location of a definition. 2.1 "Affiliated Company" means (i) any corporation (foreign or domestic) controlled by, controlling or under common control with Amoco Corporation, by ownership, direct or indirect, of more than eighty percent (80%) of the voting stock thereof, and any of their respective successors in business; (ii) a trade or business which is under common control (as defined in Code Section 414(c)) with Amoco Corporation; (iii) a corporation, partnership or other entity which, together with Amoco, is a member of an affiliated service group (as defined in Code Section 414(m)); or (iv) an organization which is required to be aggregated with Amoco pursuant to regulations promulgated under Code Section 414(o). 2.2 "Amoco" means Amoco Fabrics and Fibers Company, a Delaware Corporation, or its successor. 2.3 "Amoco Corporation" means Amoco Corporation, an Indiana Corporation, or its successor. 2.4 "Applicable Compensation" of a Participant means his total salary, wages and commissions; overtime; shift differentials; bonuses, including bonuses in the form of premium pay for services rendered outside of normal working hours or conditions; and variable incentive payments, paid to him for services rendered to an Employer, before reduction for any pre- tax contributions he elected under section 4.1 and any Code Section 125 cafeteria plan, but excluding any compensation for any year in excess of $150,000 (or such greater amount as may be determined by the Commissioner of Internal Revenue for that year). 2.5 "Beneficiary" means a person or persons (natural or otherwise) designated by a Participant in accordance with Section 10.6 (b) to receive any death benefit payable under this Plan, or if there is no such designation, the person (natural or otherwise entitled) to receive any death benefit in accordance with Section 10.6 (c). 2.6 "Casual Employee" means a person who is employed for work which is irregular or occasional in nature, and who works the schedule of hours (either daily or weekly) in effect at the place of employment for employees regularly assigned to the same or similar work. 2.7 "Code" means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute enacted in its place. 2.8 "Employer" means Amoco or any successor organization, and any other entity of Amoco that adopts the Plan for its Employees with the consent of Amoco in accordance with Section 15. The term "Employer" may refer to each Employer individually or to all the Employers collectively, as the context may require. 2.9 "Entry Date" means the date an Employee is eligible to participate in the Plan pursuant to Section 3.2 and Section 3.4. 2.10 "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, or any successor statute enacted in its place. 2.11 "Highly-Compensated Employee" means any present or former employee who, during the current or immediately preceding plan year: (a) was a five percent (5%) owner of the company at any time during the "determination year" or "look-back year"; (b) received annual compensation from a participating Employer of more than $75,000 during the "look-back year" (or such greater amount as may be determined by the Commissioner of Internal Revenue for that year); (c) received annual compensation during the "look-back year" from a participating Employer of more than $50,000 (or such greater amount as may be determined by the Commissioner of Internal Revenue for that year) and was in the top-paid twenty percent (20%) of the employees; or (d) was an officer of a participating Employer during the "look-back year" receiving annual compensation greater than fifty percent (50%) of the limitation in effect under Section 415(b)(1)(A) of the Internal Revenue Code; provided, that for purposes of this subparagraph (d), no more than 50 employees of the company (or if lesser, the greater of 3 employees or ten percent (10%) of the employees) shall be treated as officers. For purposes of subsection 2.11, 4.5 and 5.5, an employee's compensation means his total cash compensation for services rendered to a participating Employer as an employee, determined in accordance with Section 415(c)(3) of the Internal Revenue Code and the regulations thereunder, but including Pre-Tax Contributions he had elected under subsection 4.1 and any Code Section 125 cafeteria plan. The term highly-compensated employee also includes employees who are both described in the preceding sentence if the term "determination year" is substituted for the term "look-back year" and the employee is one of the 100 employees who received the most compensation from a participating Employer during the determination year. The "look-back year" shall be the calendar year ending with or within the Plan Year for which testing is being performed, and the "determination year" (if applicable) shall be the period of time, if any, which extends beyond the "look-back year" and ends on the last day of the Plan Year for which testing is being performed (the "lag period"). If the "lag period" is less than twelve months long, the dollar threshold amounts specified in this section shall be prorated based upon the number of months in the "lag period". If an employee is, during a determination year or look-back year, a family member of either a five percent (5%) owner who is an active or former employee or a highly-compensated employee who is one of the 10 most highly-compensated employees ranked on the basis of compensation paid by the employer during such year, then the family member and the five percent (5%) owner or top-10 highly-compensated employee shall be aggregated. In such case, the family member and five percent (5%) owner or top-10 highly- compensated employee shall be treated as a single employee receiving compensation and plan contributions or benefits equal to the sum of such compensation and contributions or benefits of the family member and five percent (5%) owner or top-10 highly- compensated employee. For purposes of this section, family member includes the spouse, lineal ascendants and descendants of the employee or former employee and the spouses of such lineal ascendants and descendants. 2.12 "Hour of Service," for purposes of determining an Employee's eligibility to participate under Section 3.2 and Year of Vesting Service under Section 10.2 (b), means any hour for which an Employee is compensated by an Employer, directly or indirectly, or is entitled to compensation from an Employer for the performance of duties and for reasons other than the performance of duties, and each previously uncredited hour for which back pay has been awarded or agreed to by an Employer, irrespective of mitigation of damages. Hours of Service shall be credited to the period for which duties are performed (or for which payment is made if no duties were performed), except that Hours of Service for which back pay is awarded or agreed to by an Employer shall be credited to the period to which the back pay award or agreement pertains. The rules for crediting Hours of Service set forth in paragraphs (b) and (c) of Section 2530.200b- 2 of Department of Labor regulations are incorporated by reference. References in this section to an Employer shall include any affiliated or related corporation which is a controlled group member as defined in the Code. 2.13 "Hourly Employee" means a person who is compensated on the basis of an hourly rate or rates of pay. 2.14 "Part-Time Employee" means a person who is employed for work which is irregular or occasional in nature and who works less than the schedule of hours (either daily or weekly) in effect at the place of employment for employees regularly assigned to the same or similar work. 2.15 "Participant" means an Employee or former Employee whose participation in the Plan has begun and has not yet ended. 2.16 "Plan" means the Amoco Fabrics and Fibers Company Employee Savings Plan, as set forth in this Plan document, and as it may be amended from time to time. 2.17 "Plan Year" means the 12-month period beginning on January 1 and ending on the next following December 31. 2.18 "Pre-Tax Contributions" means contributions by an Employer on behalf of a Participant in the amount equal to the amount such Participant elects, in writing filed with his Employer, which reduces his compensation subject to federal income taxation. 2.19 "Regular Employee" means a person who is assigned to a position which requires full-time service as determined by his Employer, which is established to fill regular and ordinary employment requirements, and which is expected to continue for an indefinite period of time. 2.20 "Salaried Employee" means a person who is principally compensated on the basis of a monthly or annual rate of pay. 2.21 "Spouse" means the person to whom a Participant is lawfully married (under the law of the state in which the Participant resides). 2.22 "Temporary Employee" means a person who is assigned to a position which requires full-time service as determined by his Employer, which is established due to an unusual circumstance, and which will continue for a specific period of time or until the occurrence of a specified event such as the return to work of a regular employee or the completion of a special assignment or project. 2.23 "Trust Agreement" means the instrument executed by Amoco and the Trustee, as amended from time to time, fixing the rights and responsibilities of each party with respect to the holding, investment and administration of the Trust Fund. 2.24 "Trust Fund" means the property held by the Trustee for the purposes of the Plan. 2.25 "Trustee" means the person, individual or corporation, serving as sole trustee, or the persons serving as co-trustees, at any time under the terms of the Trust Agreement. Copies of the Plan and Trust Agreement, and any amendments thereto, will be on file at Amoco Corporation at 200 East Randolph Drive, Chicago, Illinois 60601, where they may be examined by any participant or other person entitled to benefits under the Plan. The provisions of and benefits under the Plan are subject to the terms and provisions of the Trust Agreement. ARTICLE III PARTICIPATION 3.1 Eligible Class. Each Salaried Employee employed by a participating Employer is in the eligible class, except the following: (a) Salaried Employees included in a unit of Employees covered by a collective bargaining agreement between the employer and Employee representatives, if retirement benefits were the subject of good faith bargaining and if two percent or less of the employees who are covered pursuant to that agreement are professionals as defined in section 1.410(b)-9 of the Internal Revenue Service regulations. For this purpose, the term "Employee representatives" does not include any organization more than half of whose members are Employees who are owners, officers, or executives of the employer. (b) Salaried Employees who are nonresident aliens (within the meaning of Code Section 7701(b)(1)(B)) and who receive no earned income (within the meaning of Code Section 911(d)(2)) from the employer which constitutes income from sources within the United States (within the meaning of Code Section 861(a)(3)). (c) Salaried Employees who are leased employees (as defined below). A "leased employee" means any person who is not an employee of a participating Employer, but who has provided services to a participating Employer of a type which have historically (within the business field of a participating Employer) been provided by employees, on a substantially full- time basis for a period of at least one year, pursuant to an agreement between a participating Employer and a leasing organization. The period during which a leased employee performs services for a participating Employer shall be taken into account for purposes of subsection 3.2 and 10.2 of the Plan if such leased employee becomes an employee of a participating Employer; unless (i) such leased employee is a participant in a money purchase pension plan maintained by the leasing organization which provides a non-integrated employer contribution rate of at least ten percent (10%) of compensation, immediate participation for all employees and full and immediate vesting, and (ii) leased employees do not constitute more than twenty percent (20%) of a participating Employer's nonhighly compensated workforce. 3.2 Participation. Participation in the Plan is voluntary and no Salaried Employee will be required to participate. Subject to the conditions and limitations of the Plan, each Salaried Employee in the Eligible Class who is employed on January 1, 1996, is eligible to participate immediately. Each Salaried Employee in the Eligible Class hired after January 1, 1996, will be eligible to participate as follows. A Regular or Temporary Employee in the Eligible Class will be eligible to participate starting as soon as administratively practicable after the first day his employment commences with his Employer. A Casual or Part-Time Employee in the Eligible Class will be eligible to participate as soon as administratively practicable after the first day of his payroll cycle starting immediately after he is credited with 1,000 Hours of Service within the fiscal year commencing with his date of hire or, if he fails to meet that requirement, as soon as administratively practicable after the first day of his payroll cycle starting immediately after he is credited with 1,000 Hours of Service within any succeeding Plan Year. 3.3 End of Participation. A Participant's active participation in the Plan will end upon the termination of his service as a Salaried Employee in the Eligible Class for any reason. A Participant's participation in the Plan will end when he has no further interest under the Plan. 3.4 Reentry of Former Participant. A former Participant who terminates his service with his Employer and who returns to service as a Salaried Employee in the Eligible Class will become an active Participant on his date of rehire and will be eligible to make Pre-Tax Contributions starting on the first date of his payroll cycle, of the calendar month, starting immediately on or after his date of rehire. ARTICLE IV PRE-TAX CONTRIBUTIONS BY PARTICIPANTS 4.1 Pre-Tax Contributions. Under the terms stated below, and subject to any limitations contained in the Plan, a Participant may elect to make Pre-Tax Contributions to the Plan in integral percentages of his Applicable Compensation from a minimum of one percent to a maximum of sixteen percent (16%). 4.2 Procedure for Pre-Tax Contributions. A Participant who wishes to make Pre-Tax Contributions must notify the Plan Administrator and specify the amount of his Pre-Tax Contributions and provide such other information as the Plan Administrator may require. A Participant will be given the opportunity to elect Pre-Tax Contributions beginning on the first date when he is eligible to participate in the Plan pursuant to Article III. His Pre-Tax Contributions will begin on such date provided he gives the Plan Administrator advance notice in the manner prescribed by the Plan Administrator by the date required by the Plan Administrator. If the Participant declines to make Pre-Tax Contributions initially, he may elect to begin making Pre-Tax Contributions as of the first day of any of his subsequent payroll cycles, of the applicable calendar month, provided he notifies the Plan Administrator by the date required by the Plan Administrator. 4.3 Collection of Pre-Tax Contributions. The Employer will collect Participants' Pre-Tax Contributions using payroll procedures. A Participant's Pre-Tax Contributions shall be deducted by his Employer from his compensation at the time of payment of such compensation. Amounts so deducted (or by which a Participant's compensation has been so reduced) for any accounting period under the Plan shall be paid to the trustee as soon as practicable thereafter, but no later than thirty days after the accounting date which ends that accounting period. 4.4 Change in Pre-Tax Contributions. (a) Increase or Reduction. A Participant making Pre- Tax Contributions may increase or reduce the rate of his Pre-Tax Contributions to any higher or lower rate he elects (subject to the limitations stated in Section 4.1) by notifying the Plan Administrator once a calendar month. The new rate will become effective with his first payroll cycle of the applicable calendar month after the Plan Administrator has been notified. (b) Suspension. A Participant may suspend his Pre-Tax Contributions by notifying the Plan Administrator. The suspension of Pre-Tax Contributions will become effective with his first payroll cycle of the applicable calendar month after notifying the Plan Administrator. (c) Resumption. A Participant who suspended his Pre- Tax Contributions may resume such contributions on the first day of his payroll cycle of the applicable calendar month after notifying the Plan Administrator by the date required by the Plan Administrator. (d) Plan Administrator Rules. The Plan Administrator may establish such rules and procedures for Pre-Tax Contributions as the Plan Administrator deems necessary for the efficient administration of the Plan. 4.5 401(k) Pre-Tax Contributions Limitation. Notwithstanding the foregoing provisions of this Section 4, in no event shall the average deferral percentage (as defined below) for any Plan Year of the highly compensated employees who are Plan Participants exceed the greater of: (a) the average deferral percentage of all other Participants for such Plan Year multiplied by 1.25; or (b) the average deferral percentage of all other Participants for such Plan Year multiplied by 2.0; provided that the average deferral percentage of such highly compensated employees does not exceed that of all other Participants by more than 2 percentage points. The "average deferral percentage" of a group of Participants for a Plan Year means the average of the ratios (determined separately for each Participant in such group to the nearest one- hundredth of one percent) of: (i) the Pre-Tax Contributions made by such Participant for such Plan Year; to (ii) the Participant's compensation (as defined in subsection 2.11) for such Plan Year. For purposes of this subsection 4.5, a Participant means any employee who is eligible to make contributions under the Plan. The Pre-Tax Contributions made by the highly compensated employees will be reduced (in the order of their contribution percentages beginning with the highest percentage) to the extent necessary to meet the requirements of this subsection 4.5. If, because of the foregoing limitations, a portion of the Pre-Tax Contributions made by a highly compensated employee may not be credited to his account for a Plan Year, such portion (and the earnings thereon) shall be distributed to such employee within two and one-half months after the end of that Plan Year. 4.6 Maximum Amount of Participant Pre-Tax Contributions. In no event shall the amount of Pre-Tax Contributions by a Participant for any calendar year exceed $9,500 (or such greater amount as may be determined by the Commissioner of Internal Revenue for that calendar year). If, because of the foregoing limitation, a portion of the Pre-Tax Contributions made by a Participant may not be credited to his account for a calendar year, such portion (and the earnings thereon) shall be distributed to the Participant by April 15 of the following calendar year. 4.7 Direct Rollover Contributions. (a) With the approval of the Plan Administrator, a Salaried Employee may make a direct rollover ("Rollover Contribution") to the Plan in cash in an amount which constitutes all or part of an "Eligible Rollover Distribution" (as defined in Section 401(a)(31)(C) of the Code) from a qualified defined benefit and/or defined contribution plan (except a "Keogh" plan and/or an Individual Retirement Account) as defined in the Code. However, a direct rollover to this Plan of accumulated deductible employee contributions made under another plan will not be permitted, and a direct or indirect transfer to this Plan from another qualified plan will not be permitted if such transfer would subject this Plan to the qualified joint and survivor rules of Code Section 401(a)(11). (b) The Employer, the Plan Administrator and the Trustee have no responsibility for determining the propriety of, proper amount or time of, or status as a tax-free transaction of, any transfer under subsection (a) above. (c) The Plan Administrator shall develop such procedures, and may require such information from an the individual who is requesting to make a direct rollover to the Plan, as necessary or desirable in order to determine that the proposed rollover will meet the requirements of this Section 4.7. (d) A direct rollover will be credited to a separate Rollover Account in the name of the Participant making such Rollover Contribution. Such account shall be 100% vested in the Participant. (e) The Plan Administrator in its discretion may direct the return to the Participant of any Rollover Contribution to the extent the Plan Administrator determines that such return may be necessary to insure the continued qualification of this Plan under Section 401(a) of the Code or that the holding of such Rollover Contributions would be administratively burdensome. ARTICLE V COMPANY MATCHING CONTRIBUTIONS 5.1 Company Matching Contributions. For each Plan Year the Employer will make a matching contribution ("Company Matching Contributions") on behalf of each Participant who makes Pre-Tax Contributions during such Plan Year in accordance with the following schedule. For each Plan Year the Company Matching Contributions made on behalf of each Participant will equal fifty percent (50%) of the sum of such Participant's Pre-Tax Contributions which are equal to or less than six percent (6%) of such Participant's Applicable Compensation. 5.2 Time of Contribution. The Employer will make Company Matching Contributions under Section 5.1 to the Trustee in cash and will normally make such contributions as soon as practicable after each payroll cycle. In any event, such contributions will be made, without interest, to the Trustee no later than the due date (including extensions) for filing the Employer's federal income tax return for such year. 5.3 Section 415 Annual Contribution Limitation. (a) Notwithstanding anything contained herein to the contrary, the annual additions (Pre-Tax Contributions and Company Matching Contributions) to a Participant's Accounts for each Plan Year (which will be the limitation year for purposes of Code Section 415) may not exceed the lesser of (i) $30,000, as adjusted periodically for cost-of-living changes in accordance with Code Section 415 and regulations thereunder, or (ii) twenty- five percent (25%) of his total Code Section 415 compensation for such Plan Year. "Code Section 415 compensation" means a Participant's compensation for services rendered to an Employer as an employee determined in accordance with Section 415(c)(3) of the Code and the regulations thereunder. (b) Annual additions to a Participant's Account for any Plan Year means the sum of the annual additions (as defined in Code Section 415(c)(2)) under all qualified defined contribution plans maintained by Amoco or any Affiliated Company. (c) If the foregoing limit is applicable to a Participant for a Plan Year, the Plan Administrator shall reduce the annual additions to such Participants' Accounts by returning contributions in the following order of priority: (i) the Pre-Tax Contributions made on behalf of the Participant under this Plan; and (ii) the Company Matching Contributions made on behalf of the Participant under this Plan. 5.4 Combined Benefit Limitations. If a Participant in this Plan also is a Participant in a defined benefit plan maintained by Amoco or a member of Amoco Corporation's controlled group of corporations, the aggregate benefits payable to, or on account of, him under both plans will be determined in a manner consistent with Section 415 of the Code and Section 1106 of the Tax Reform Act of 1986. Accordingly, there will be determined with respect to the Participant a defined contribution plan fraction and a defined benefit plan fraction in accordance with said Sections 415 and 1106. The benefits provided for the Participant under the defined benefit plan will be adjusted to the extent necessary so that the sum of such fractions determined with respect to the Participant does not exceed 1.0. 5.5 Limitation on Allocation of Contributions. Notwithstanding the foregoing provisions of this Section 5, in no event shall the contribution percentage (as defined below) of the highly compensate employees who are Plan Participants for any Plan Year exceed the greater of: (a) the contribution percentage of all other Participants for such Plan Year multiplied by 1.25; or (b) the contribution percentage of all other Participants for such Plan Year multiplied by 2.0; provided that the contribution percentage of the highly compensate employees does not exceed that of all other Participants by more than 2 percentage points. The "contribution percentage" of a group of Participants for a Plan Year means the average of the ratios (determined separately for each Participant in such group) of: (i) the sum of company matching contributions for such Plan Year; to (ii) the Participant's compensation (as defined in subsection 2.4) for such Plan Year. For purposes of this subsection 5.5, a Participant means any employee who is eligible to receive company matching contributions. The company matching contributions allocated to the highly compensated employees will be reduced (in the order of their contribution percentages beginning with the highest percentage) to the extent necessary to meet the requirements of this subsection. If, because of the foregoing limitations, a portion of the matching contributions allocated to a highly compensated employee may not be credited to his account for a Plan Year, such portion (and the earnings thereon) shall be distributed to such employee within two and one-half months after the end of that Plan Year. 5.6 Allocation of Earnings to Distributions of Excess Contributions. The earnings allocable to distributions of Pre- Tax Contributions exceeding the limits of subsection 4.5 and Pre- Tax Contributions exceeding the limits of subsection 4.6 shall be determined by multiplying the earnings attributable to the Participant's Pre-Tax Contributions for the year by a fraction, the numerator of which is the applicable excess amount, and the denominator of which is the balance in the appropriate account of the Participant on the last day of such year reduced by gains (or increased by losses) attributable to such account for the year. The earnings as so determined shall be increased by ten percent (10%) thereof for each month (or portion thereof in excess of 15 days) between the end of the year and the date of distribution. 5.7 Multiple Use of Alternative Limitation. In accordance with Treasury regulation 1.401(m)-2(c), multiple use of the alternative limitation which occurs as a result of testing under the limitations described in subsections 4.5 and 5.5 will be corrected in the manner described in Treasury Regulation 1.401(m)- 1(e). The term "alternative limitation" as used above means the alternative methods of compliance with Sections 401(k) and 401(m) of the Code contained in Sections 401(k)(3)(A)(ii)(II) and 401(m)(2)(A)(ii) thereof, respectively. 5.8 No Interest in Company. A Participating Employer shall have no right, title or interest in the trust fund, nor shall any part of the trust fund revert or be repaid to a Participating Employer, directly or indirectly, unless: (a) the Internal Revenue Service initially determines that the Plan does not meet the requirements of Section 401(a) of the Code, in which event the contributions made to the Plan by a Participating Employer shall be returned to it within one year after such adverse determination; (b) a contribution is made by a Participating Employer by mistake of fact and such contribution is returned to the Participating Employer within one year after payment to the trustee; or (c) a contribution conditioned on the deductibility thereof is disallowed as an expense for federal income tax purposes and such contribution (to the extent disallowed) is returned to a Participating Employer within one year after the disallowance of the deduction. Contributions may be returned to a Participating Employer pursuant to the subparagraph (a) above only if they are conditioned upon initial qualification of the Plan, and an application for determination was made by the time prescribed by law for filing Amoco's Federal income tax return for the taxable year in which the Plan was adopted (or such later date as the Secretary of the Treasury may prescribe). The amount of any contribution that may be returned to a Participating Employer pursuant to subparagraph (b) or (c) above must be reduced by any portion thereof previously distributed from the trust fund and by any losses of the trust fund allocable thereto, and in no event may the return of such contribution cause any Participant's account balances to be less than the amount of such balances had the contribution not been made under the Plan. ARTICLE VI ACCOUNTS AND CREDITS 6.1 Establishment of Accounts. The Plan Administrator will establish and maintain in the name of each Participant such of the following accounts as are appropriate for the Participant: (a) Pre-Tax Contribution Account; (b) Company Contribution Account; and (c) Rollover Account. Credit and charges to such Accounts will be made as provided in the Plan. A Participant is 100% vested in his Pre-Tax Contributions Account and Rollover Account at all times. 6.2 Crediting Participants' Pre-Tax Contributions. Pre-Tax Contributions made by a Participant for a payroll cycle will be credited to such Participant's Accounts as of the Valuation Date (as defined in Section 7.3) (as soon as practicable) immediately following receipt thereof by the Trustee. 6.3 Crediting Matching Contributions. Company Matching Contributions made pursuant to Section 5.1 for a payroll cycle will be credited to the Company Contribution Account of those Participants entitled to a Company Matching Contribution for such payroll cycle as of the Valuation Date (as soon as practicable) immediately following receipt thereof by the Trustee. 6.4 Crediting Rollovers. Rollovers will be credited to the Participant's Rollover Account as of the Valuation Date (as soon as practicable) immediately following receipt thereof by the Trustee. 6.5 Charge to Accounts. Any amount distributed, paid or withdrawn from an Account will be charged against such Account as of the Valuation Date on which the distribution, payment or withdrawal occurs. ARTICLE VII INVESTMENT FUNDS AND CREDITING INVESTMENT EXPERIENCE 7.1 Investment Funds. The Trustee will separate the Trust Fund into four Investment Funds as follows: (a) Amoco Stock Fund (b) Money Market Fund (c) Equity Index Fund (d) Balanced Fund The Plan Administrator will maintain records which reflect the portion of each Account of a Participant that is invested in each separate Investment Fund. The existence of such records and of Participants' Accounts will not be deemed to give any person any right, title or interest in or to any specific assets or part of the Trust Fund or any separate Investment Fund. 7.2 Investment Directions and Transfers Among Funds. (a) Investment of Accounts. Each Participant may direct the separate Investment Fund or Funds in which his Accounts will be invested. Once a calendar month, a Participant may direct investment of his Pre-Tax Contributions to his Account entirely in one Investment Fund or in a combination of two or more of the Investment Funds, provided that combinations must be specified in five percent (5%) increments and the total combinations must equal 100%. Company Matching Contributions will be invested initially in the Amoco Stock Fund. In addition, once a calendar month the Participant may direct transfers among the Investment Funds, so that his Accounts are invested entirely in one Investment Fund or in a combination of two or more of the Investment Funds, provided that combinations must be specified in five percent (5%) increments and the total combinations must equal 100%. The Participant's change in investment direction or transfer of assets among Investment Funds shall be effective the first day of the first full payroll cycle following the election. The Participant will have sole responsibility for the investment of his Accounts and for transfers among the available Investment Funds, and no named fiduciary or other person will have any liability for any loss or diminution in value resulting from the Participant's exercise of such investment responsibility. It is intended that Section 404(c) of ERISA will apply to a Participant's exercise of investment responsibilities under this subsection. (b) Manner and Time of Giving Directions. A Participant's initial directions governing the investment of his Pre-Tax Contribution Account and Rollover Account must be made by notifying the Plan Administrator and must be in five percent (5%) increments. A Participant may change the investment of future contributions to his Accounts or direct transfers among the Investment Funds in five percent (5%) increments once a calendar month by contacting the Plan Administrator in accordance with uniform rules. If a Participant does not give complete directions to the Plan Administrator, his Pre-Tax Contributions or Rollover Contribution will be invested pro rata (rounded to the applicable five percent (5%) increment) in the Investment Funds as directed in the incomplete directions. If no directions are given, all contributions will be invested in the Money Market Fund. 7.3 Valuation of Assets. As of the last business day of each calendar month and at any other date ("Valuation Date") that the Plan Administrator may direct, the Trustee will determine the fair market value of the assets in each separate Investment Fund of the Trust Fund, relying upon such evidence of valuation as the Trustee deems appropriate. 7.4 Crediting Investment Experience. As of each Valuation Date (before crediting any contributions or making any investment transfers as of such date), Investment Fund management expenses not paid directly by the Employer, investment income and gains and losses in asset values in each separate Investment Fund since the preceding Valuation Date will be credited or charged to Participants' Accounts invested in such fund. The allocation of Investment Fund management expenses and investment results will be in proportion to the adjusted account balances in such fund as of each Valuation Date. The adjusted account balance of an Account invested in a separate Investment Fund is the amount in such Account as of the close of business on the preceding Valuation Date, increased by any Pre-Tax Contributions, Company Matching Contributions and loan repayments credited to such Account as of the current Valuation Date under Article VI and Article VIII, decreased by any withdrawals, transfers or distributions from such Account since the preceding Valuation Date, and increased or decreased in accordance with uniform rules established by the Plan Administrator to allocate equitable expenses and investment results. ARTICLE VIII LOANS TO PARTICIPANTS 8.1 Plan Administrator Shall Administer the Loan Program. The Plan Administrator shall administer the loan program in accordance with the provisions of Article VIII, in a uniform and nondiscriminatory manner. 8.2 Availability of Loans. Upon application by a Participant who is an active Employee, the Plan Administrator may direct the Trustee to make a loan (in increments of $50) to the Participant from his Accounts. A Participant may make two loans during a calendar year. However, he may not have more than two outstanding loans. Also, a Participant will not be permitted to make a loan if he previously defaulted on a Plan loan within the preceding 36 months. 8.3 Conditions of Loan. (a) Maximum Amount. The loan shall not exceed the lesser of (A) $50,000 reduced by the highest outstanding loan balance during the one-year period ending on the day before the Valuation Date the current loan is made or (B) 50% of the market value of the Participant's non-forfeitable accrued benefit on the Valuation Date the loan request from the Participant is processed by the Plan Administrator. (b) Minimum Amount. The minimum loan shall be $500. (c) Repayment Period. The term of the loan shall not be less than 6 months and not more than 54 months in increments of 6 months. The payment of interest and principal shall be amortized in level payments not less frequently than quarterly. (d) Interest Rate. The interest rate shall equal the prime rate, as published in the Wall Street Journal, in effect on the next-to-last business day of the month immediately before the month in which the loan request is received by the Plan Administrator and will be fixed for the term of the loan. (e) Participant Fees. Reasonable fees may be charged to the borrower for making and administering the loan. Effective January 1, 1996 this fee shall be $40. (f) Security for Repayment. Each loan hereunder will be a Participant-directed investment for the benefit of the Participant requesting such loan; accordingly, any default in the repayment of principal or interest of any loan hereunder will reduce the amount available for distribution to such Participant (or his Beneficiary). Any loan hereunder will be effectively and adequately secured by fifty percent (50%) of the non-forfeited accrued benefit in the Participant's Accounts. (g) Repayment. Each Participant who requests a loan from his Accounts will execute an agreement to repay the principal and interest of the loan through payroll withholding from his compensation. The Plan Administrator may establish back- up repayment procedures for Participants on an "authorized leave of absence." Any loan hereunder may be prepaid in full by certified or cashier's check at any time after six months since the first repayment by payroll without penalty. If the automatic payroll arrangement lapses by the Participant's termination of employment for any reason or is canceled, and a new arrangement is not in place before the next payment is due the loan shall be in default and the entire unpaid principal and interest of any loan then outstanding to such Participant will become immediately due and payable. (h) Action Upon Default. If a Participant defaults on any payment of interest or principal on a loan hereunder or defaults upon any other obligation relating to such loan, the Plan Administrator shall immediately request payment of principal and interest on the loan, and if not paid within the time specified in the request for payment, the amount of the loan will be deemed distributed to him. If the default is by reason of termination of employment, and the Participant refuses to pay the entire outstanding principal and interest on the loan in full within 90 days of the default, the loan will be deemed distributed to him. However, no foreclosure on the Participant's loan or attachment of the Participant's Account balances will occur until a distributable event occurs in the Plan. (i) Distribution to Participant With Loan. In the case of any Participant who terminates employment with a loan outstanding hereunder, the amount available for distribution to such Participant (or his Beneficiary) will consist of the portion of his Accounts invested in the Investment Funds of the Trust Fund. In the case of a Participant dying with an outstanding loan, such loan will be deemed distributed to his estate upon his death. 8.4 Accounting for Loans. (a) Source of Loan. The Plan Administrator shall liquidate the Participant's Accounts in the following order to make a loan to him: Participant Accounts. (1) Pre-Tax Contribution Account (2) Rollover Account (3) Company Contribution Account The Plan Administrator shall also liquidate the Participant's Investment Funds pro rata. (b) Loan Investment Account. The Plan Administrator will establish and maintain a loan investment account for each borrowing Participant. The unpaid principal and accrued but unpaid interest on the loan to a Participant will be reflected for plan accounting purposes in the Participant's loan account. Repayments of principal by the Participant will reduce the Participant's loan account balance and will be credited to the Participant's other Accounts in the following order: Participant Accounts. (1) Company Contribution Account (2) Rollover Account (3) Pre-Tax Contribution Account Repayments will be invested in the Investment Funds according to a Participant's current investment election. ARTICLE IX IN-SERVICE WITHDRAWALS 9.1 Withdrawals From Rollover Account. A Participant may withdraw in cash any portion of his accrued benefit in his Rollover Account once during a calendar year. Notwithstanding the foregoing, the minimum amount a Participant may withdraw is $300. 9.2 Withdrawals From Pre-Tax Contribution Account. A Participant may withdraw in cash from his Pre-Tax Contribution Account once every calendar year the amount necessary to meet one of the following immediate and heavy financial needs: 1. Medical expenses described in Code Section 213(d) previously incurred by the Participant, his spouse, or any of his dependents (as defined in Code Section 152) or necessary for these persons to obtain medical care described in Code Section 213(d); 2. The purchase (excluding mortgage payments) of a principal residence for the Participant; 3. Payment of tuition, housing, and related educational fees for the next 12 months of post- secondary education for the Participant, his spouse, children, or dependents; 4. The need to prevent the eviction of the Participant from his principal residence or foreclosure on the mortgage of the Participant's principal residence; or 5. Other unexpected or unusual expenses creating a financial need for which withdrawal is permitted by Code Regulation Section 1.401(k)-1. The amount of an immediate and heavy financial need includes any amounts necessary to pay any federal, state, or local income taxes or penalties reasonably anticipated to result from a withdrawal from a Participant's Pre-Tax Contribution Account. Notwithstanding the foregoing, the amount withdrawn cannot include the Participant's earnings on all his Pre-Tax Contributions. In addition, before a Participant makes a withdrawal from his Pre-Tax Contribution Account he must make a loan under the Plan for the maximum amount permitted and then withdraw the maximum amount permitted by the Plan from his Rollover Account. If a Participant makes a withdrawal from his Pre-Tax Contribution Account he will be prohibited from making any Pre-Tax Contributions for the 12-month period commencing with the first day of his payroll cycle of the calendar month starting immediately after the distribution of such withdrawal. Finally, notwithstanding Section 4.6, if a Participant makes a withdrawal from his Pre-Tax Account, the Code Section 402(g) limitation that applies to his Pre-Tax Contributions during the Plan Year immediately after such withdrawal shall be reduced by the total amount of his Tax-Deferred Contributions during the year of the withdrawal. 9.3 Order of Asset Liquidation for All Withdrawals. The Plan Administrator shall liquidate the Investment Funds of the Account from which the withdrawal is being made pro rata. ARTICLE X DISTRIBUTIONS 10.1 Distributions. (a) Amount. A Participant whose employment terminates as a result of Retirement will receive the total amount in his Accounts in a single-sum payment as soon as administratively practicable after the month such separation of service occurs. If a Participant receives immediate distribution of his Accounts, his Account balances will be determined as of the Valuation Date immediately preceding such distribution. If a Participant defers payment of part or all of his Accounts, his Account balances will be determined as of the Valuation Date immediately preceding his subsequent distribution. (b) Retirement Defined. For purposes of this Plan, "Retirement" means a Participant's termination of employment on or after his 65th birthday. A Participant will become fully vested in his Company Contribution Account balance upon reaching his 65th birthday (normal retirement age). (c) Form of Payment. Upon a Participant's termination of service with his Employer, a distribution of his Accounts will be paid in a single-sum payment of his entire Account balances at any time until age 65. All distributions made pursuant to this subsection shall be made in cash, except that a Participant can elect to receive Amoco common stock in-kind. 10.2 Termination of Employment Prior to Retirement or Death. (a) If a Participant's service with an Employer terminates prior to his attainment of age 65, he shall be 100% vested in an amount equal to the market value of his Pre-Tax Contribution Account and Rollover Account. In addition, such Participant shall acquire a vested interest in his Company Contribution Account balance in accordance with the following vesting schedule: Years of Vesting Service Vested At least But Less Than Percentage 2 years 0% 2 years 3 years 25% 3 years 4 years 50% 4 years 5 years 75% 5 years 100% The benefit determined in accordance with the foregoing provision shall never be adjusted or altered in any fashion on account of any years of Vesting Service which the Participant might complete upon reemployment with an Employer, except as otherwise provided in Section 10.3. (b) (i) Vesting Service or Period of Vesting Service. Vesting Service means the aggregate of all years and fractions of years of an Employee's Periods of Vesting Service with an Employer and an Affiliated Company. Fractions of years shall be expressed in terms of months. A period of Vesting Service shall mean a period beginning on the first day of the calendar month during which the Employee enters service (or reenters service) and ending on the termination date (as defined below) with respect to such period, subject to the following special rules: (A) An Employee shall be deemed to enter service on the date he first completes an Hour of Service. (B) An Employee shall be deemed to reenter service on the date following a termination date when he again completes an Hour of Service. (C) The termination date of an Employee shall be the last day of the calendar month during which the earlier of the following occurs: (i) the date he quits, is discharged, retires or dies, or (ii) except as provided below, the first anniversary of the date he is absent from service for any other reason (including, but not limited to, vacation, holiday, leave of absence, and layoff). If an Employee, absent from service under circumstances described in (ii), quits, is discharged, retires or dies before the first anniversary of commencement of said absence, his termination date shall be the date he quits, is discharged, retires or dies. An absence described in (ii) shall be deemed to commence with respect to an Employee on the date he is terminated as an Employee on the payroll records of the Employer and members of Amoco Corporation's controlled group of corporations. An Employee shall be deemed to have continued in service (and thus not to have incurred a termination date) for the following periods: i) any period for which he shall be required to be given credit for service under any laws of the United States; and ii) any period for which he is on an approved "leave of absence". (D) All periods of service of an Employee shall be aggregated in determining his Vesting Service. (E) If an Employee shall be absent from work because he quits, is discharged or retires, and he reenters service before the first anniversary of the date of such absence, such date shall not constitute a termination date and the period of such absence shall be included as service. (ii) Month of Vesting Service. A Month of Vesting Service means a calendar month during any part of which an Employee was credited with an Hour of Service as defined in Section 2.12. (iii) Year of Vesting Service. A Year of Vesting Service means 12 Months of vesting service, whether or not consecutive. (iv) One-Year Break In Service. A One-Year Break In Service means a Period of twelve consecutive calendar months during which the Employee is not credited with one month of Vesting Service. (c) Form of Payment. A Participant whose service terminates with his Employer will be paid a distribution of his vested Account balances in a single-sum payment as soon as administratively practicable after the month such separation of service occurs, unless he elects to defer receipt of his distribution until a date not later than his attainment of age 65. A single-sum payment made pursuant to this subsection shall be made in cash, unless the Participant elects to receive Amoco common stock in kind. (d) If a Participant receives immediate distribution of his Accounts, his Account balances will be determined as of the Valuation Date immediately preceding such distribution. If a Participant defers payment of his Accounts, his Account balances will be determined as of the Valuation Date immediately preceding his subsequent distribution. (e) The determination of the amount to which such terminated Participant is entitled in accordance with the foregoing rules shall be made by the Plan Administrator. (f) Any amount of a Participant's Company Contribution Account to which he is not entitled at the time of his termination of employment shall be forfeited by him when his service terminates with his Employer. As soon as practicable after such forfeiture occurs it shall be used to reduce Company Matching Contributions or pay Plan administration expenses in accordance with Section 16.11. 10.3 Reemployment. If a terminated Participant is reemployed by an Employer, he shall again become a Participant upon reemployment pursuant to Section 3.4. All future Company Matching Contributions shall be credited to his Company Contribution Account, and his prior Period(s) of Vesting Service shall be restored for the purpose of calculating the vested portion of such Account. Also, the portion of his Company Contribution Account that has been forfeited shall be restored without interest to his Company Contribution Account. 10.4 $3,500 Cash-Out. If the value of the nonforfeitable portion of the Participant's Accounts does not exceed $3,500 as of the Valuation Date immediately following his termination of service for any reason, the Plan Administrator shall distribute in cash and in a single-sum payment the entire balance in his Accounts as soon as administratively practicable. 10.5 Required Distribution Date. Distribution to any Participant must be made no later than April 1 following the calendar year in which he reaches age 70-1/2 in annual payments based on such Participant's life expectancy as of the date he attained age 70-1/2 in accordance with the minimum distribution rules of Section 401(a)(9) of the Code and the regulations promulgated thereunder. 10.6 Distribution Upon Death of a Participant. (a) In General. If Participant dies while employed by the Employer with a balance in any Account under the Plan, his Beneficiary will receive 100% of the amount in his Accounts. Such amount will be determined as of the Valuation Date immediately preceding the date when the Plan Administrator makes such distribution. After the Plan Administrator identifies the Beneficiary, he shall distribute to such Beneficiary in cash, the remaining amount in the deceased Participant's Accounts as soon as administratively practicable. (b) Designation of Beneficiary. A Participant may designate one or more Beneficiaries and may revoke or change such designation at any time. If the Participant names two or more Beneficiaries, distribution to them will be in such proportions as the Participant designates or, if the Participant does not so designate, in equal shares pro rata from such Participant's Accounts. If the Participant designates one or more Beneficiaries and one the Beneficiaries predeceases the Participant, then the deceased Beneficiary's share will be distributed pro rata in accordance with the Participant's beneficiary election as to the other Beneficiary(ies). Any designation of Beneficiary will be in writing on such form as the Plan Administrator may prescribe and will be effective upon filing with the Plan Administrator. Notwithstanding the preceding paragraph, the sole Beneficiary of a married Participant will be the Participant's spouse unless the spouse consents in writing to the designation of another person as beneficiary. The spouse's consent must acknowledge the effect of such consent and be witnessed by a notary public. (c) No Designation. Any portion of a distribution payable upon the death of a Participant which is not disposed of by a designation of Beneficiary for any reason whatsoever will be paid to the Participant's spouse if living at his death, otherwise to the Participant's estate. (d) Payment Under Prior Designation. Amoco may direct the Plan Administrator to make payment in accordance with a prior designation of Beneficiary (and will be fully protected in so doing) if such direction (i) is given before a later designation is received, or (ii) is due to Amoco's inability to verify the authenticity of a later designation. Such a distribution will discharge all liability therefor under the Plan. 10.7 Rehire Before Distribution. If a former Participant is rehired by an Employer or an Affiliated Company, before distribution of his Accounts has been made, such distribution will be deferred until his subsequent termination of employment. 10.8 Waiver of 30-Day Notice. If a distribution is one to which Code Section 401(a)(11) and 417 do not apply, such distribution may commence less than 30 days after the notice required under Regulation 1.411(a)-11(c) is given, provided that: (1) the Plan Administrator clearly informs the Participant that the Participant has a right to a period of at least 30 days after receiving the notice to consider the decision of whether or not to elect a distribution (and, if applicable, a particular distribution option), and (2) the Participant, after receiving the notice, affirmatively elects a distribution. ARTICLE XI DIRECT ROLLOVERS 11.1 Direct Rollover. Notwithstanding any provision of the Plan to the contrary that would otherwise limit a distributee's election under this section, a distributee may elect, at the time and in the manner prescribed by the Plan Administrator, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the distributee in a direct rollover. 11.2 Definitions. (a) "Eligible Rollover Distribution" is any distribution provided for in this Plan of all or any portion of the balance to the credit of the distributee, except that an eligible rollover distribution does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint life expectancies) of the distributee's designated beneficiary, or for a specified period of ten years or more; any distribution to the extent such distribution is required under section 401(a)(9) of the Code; and the portion of any distribution that is not includable in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities). (b) "Eligible Retirement Plan" is an individual retirement account described in section 408(a) of the Code, an individual retirement annuity described in section 408(b) of the Code, an annuity plan described in section 403(a) of the Code, or a qualified trust described in section 401(a) of the Code that accepts the distributee's eligible rollover distribution. However, in the case of an eligible rollover distribution to the surviving spouse, an eligible retirement plan is an individual retirement account or individual retirement annuity. (c) "Distributee" includes a Participant, the Participant's surviving spouse and the Participant's spouse who is the alternate payee under a qualified domestic relations order, as defined in section 414(p) of the Code. (d) "Direct Rollover" is a payment by the Plan to the eligible retirement plan specified by the distributee. ARTICLE XII AMENDMENT, MERGER AND TERMINATION OF PLAN 12.1 Amendment of Plan. At any time and from time to time, Amoco may amend or modify any or all of the provisions of the Plan without the consent of any person, provided that no amendment will reduce any Participant's nonforfeitable Account balance as of the date such amendment is adopted (or its effective date if later) or eliminate an optional form of benefit, and provided further that no amendment will permit any part of the Trust Fund to revert to the Employer or be used for or diverted to purposes other than for the exclusive benefit of Participants or their Beneficiaries, except as provided in Section 5.6. 12.2 Merger of Plans. A merger or consolidation with, or transfer of assets or liabilities to, any other plan will be permitted only if the benefit each Participant would receive if such plan were terminated immediately after the merger, consolidation or transfer is not less than the benefit he would have received if this Plan had terminated immediately before the merger, consolidation or transfer. 12.3 Termination. Amoco has established the Plan and is maintaining the Plan with the bona fide expectation and intention that it will continue the Plan indefinitely, but Amoco will not be under any obligation or liability whatsoever to maintain the Plan for any particular length of time. Notwithstanding any other provision hereof, Amoco may terminate this Plan at any time. There will be no liability to any Participant, Beneficiary or other person as a result of any such discontinuance or termination. The Employer's failure to make contributions in any year or years will not operate to terminate the Plan in the absence of formal action by Amoco to terminate the Plan. 12.4 Effect of Termination. Upon complete discontinuance of contributions or termination or partial termination of the Plan, the Pre-Tax and Rollover Accounts of affected Participants will remain nonforfeitable and their Company Contribution Account will become nonforfeitable. After termination of the Plan, no Employee will become a Participant and no further Pre-Tax Contributions or Company Matching Contributions will be made hereunder on behalf of Participants. The Trustee will continue to hold the assets of the Trust Fund for distribution as directed by the Plan Administrator. The Plan Administrator directs the Trustee to disburse the Plan's assets as immediate benefit payments, to retain and disburse them in the future, or to follow any other procedure which it deems advisable. ARTICLE XIII NAMED FIDUCIARIES 13.1 Identity of Named Fiduciaries. (a) Named Fiduciaries. Amoco, the Plan Administrator, the Trustee and any investment manager appointed by Amoco will be the named fiduciaries under the Plan and will control and manage the Plan and its assets to the extent and in the manner indicated in the Plan and in the Trust Agreement. Any responsibility assigned to a named fiduciary will not be deemed to be a duty of a "fiduciary" (as defined in ERISA) solely because of such assignment. (b) Plan Administrator. Amoco Corporation is the "Plan Administrator" as defined in ERISA. 13.2 Responsibilities and Authority of Plan Administrator. The Plan Administrator will have the responsibilities and authority with respect to control and management of the Plan and its assets as set forth in detail in various articles of the Plan including Article XIII. 13.3 Responsibilities and Authority of Trustee. The Trustee will manage and control the assets of the Plan, except to the extent that such responsibilities are specifically assigned hereunder or under the Trust Agreement to Amoco, or the Participants, or are delegated to one or more investment managers by Amoco. The responsibilities and authority of the Trustee are set forth in detail primarily in the Trust Agreement. 13.4 Responsibilities of Amoco. Amoco will have the responsibilities and authority to appoint, remove and replace the Trustee and to amend and terminate the Plan and Trust. The responsibilities and authority of Amoco are set forth in further detail in the various articles of the Plan and in the Trust Agreement. 13.5 Responsibilities Not Shared. Except as otherwise provided herein or required by law, each named fiduciary will have only those responsibilities that are specifically assigned to it hereunder, in the Administrative and Recordkeeping Services Agreement, and in the Trust Agreement, and no named fiduciary will incur liability because of improper performance or nonperformance of responsibilities assigned to another named fiduciary. 13.6 Dual Fiduciary Capacity Permitted. Any person or group of persons may serve in more than one fiduciary capacity. 13.7 Actions by Amoco. Wherever the Plan specifies that Amoco is required or permitted to take any action, such action will be taken by its board of directors, or by a duly authorized committee thereof, or by one or more directors, officers, employees or other persons duly authorized to do so by the board of directors. 13.8 Advice. A named fiduciary may employ or retain such attorneys, accountants, investment advisors, consultants, specialists and other persons or firms as it deems necessary or desirable to advise or assist it in the performance of its duties. Unless otherwise provided by law, the fiduciary will be fully protected with respect to any action taken or omitted by him or it in reliance upon any such person or firm rendered within his or its area of expertise. ARTICLE XIV PLAN ADMINISTRATOR 14.1 Appointment. Amoco is the Plan Sponsor and retains the authority to appoint a Plan Administrator. Any notice or document required to be given to or filed with the Plan Administrator will be properly given or filed if delivered or mailed, by registered mail, postage prepaid, to the Plan Administrator, in care of Amoco Corporation at 200 East Randolph Drive, Chicago, Illinois 60601. 14.2 Notice to Trustee. Amoco will notify the Trustee in writing of the appointment, and the Trustee may assume such appointment continues in effect until written notice to the contrary is given by Amoco. 14.3 Administration of Plan. The Plan Administrator and Amoco will have all powers and authority necessary and appropriate to carry out its responsibilities as provided in the Plan. All determinations and actions of the Plan Administrator will be conclusive and binding upon all persons, except as otherwise provided herein or by law, and except that the Plan Administrator may revoke or modify a determination or action previously made in error. The Plan Administrator will exercise all powers and authority given to it in a nondiscriminatory manner. 14.4 Reporting and Disclosure. The Plan Administrator will prepare, file, submit, distribute or make available any plan descriptions, reports, statements, forms or other information to any government agency, Employees, former Employees, or Beneficiary as may be required by law or by the Plan. 14.5 Records. The Plan Administrator will record its acts and decisions, and keep all data, records, books of account and instruments pertaining to plan administration. The Employer will supply all information required by the Plan Administrator to administer the Plan, and the Plan Administrator may rely upon the accuracy of such information. 14.6 Claims Review Procedure. Any request for benefits (the "claim") by a Participant or his Beneficiary (the "claimant") will be filed in writing with the Plan Administrator. Within a reasonable period after receipt of a claim, the Plan Administrator will provide written notice to any claimant whose claim has been wholly or partly denied, including: (a) the reasons for the denial, (b) the Plan provisions on which the denial is based, (c) any additional material or information necessary to perfect the claim and the reasons why it is necessary, and (d) the Plan's claims review procedure. The claimant will be given a full and fair review in writing within a reasonable period after notification of the denial. The claimant may review pertinent documents and may submit issues and comments orally, in writing, or both. The Plan Administrator will render its decision or review properly and in writing and will include specific reasons for the decision and reference to the Plan provisions on which the decision is based. The Participant may appeal the Plan Administrator's decision by making such appeal in writing filed with Amoco Corporation (Director, Qualified Plans - Human Resources) within 60 days after his receipt of the Plan Administrator's decision. 14.7 Administrative Discretion; Final Authority. (a) The Plan Administrator shall have the exclusive discretionary authority to interpret the provisions of, and make factual determinations under, the Plan and to decide any and all matters arising hereunder, including without limitation the right to remedy possible ambiguities, inconsistencies, or omissions by general rule or particular decision; provided that all such interpretations and decisions shall be applied in a uniform and nondiscriminatory manner to all Participants and beneficiaries who are similarly situated. The Plan Administrator shall determine conclusively for all parties all questions arising out of the interpretation or administration of the Plan. (b) The Plan Administrator may delegate authority with respect to certain matters, and the Plan Administrator may allocate its responsibilities among Amoco employees. (c) To the extent that the Plan Administrator properly delegates or allocates administrative powers or duties to any other individual or entity, such individual or entity shall have exclusive discretionary authority, as described in subsection 14.7(a), to exercise such powers or duties. ARTICLE XV PARTICIPATING EMPLOYERS 15.1 Adoption by Other Employers. Notwithstanding anything herein to the contrary, with the consent of Amoco, any other entity may adopt this Plan and all of the provisions hereof, and participate herein and be known as a participating Employer, by a properly executed Participation Agreement evidencing said intent and will of such participating Employer. A Participation Agreement may contain terms and conditions approved by Amoco that apply only to such participating Employer and shall constitute an amendment of the Plan. 15.2 Designation of Agent. Each participating Employer shall be deemed a part of this Plan; provided, however, that with respect to all of its relations with the Trustee and Plan Administrator for the purpose of this Plan, each participating Employer shall be deemed to have designated irrevocably Amoco as its agent. 15.3 Employee Transfers. It is anticipated that an Employee may be transferred between participating Employers and non- participating Affiliated Companies. No such transfer shall effect a termination of employment hereunder for purposes of Section 10. 15.4 Discontinuance of Participation. Any participating Employer shall be permitted to discontinue or revoke its participation in the Plan with a properly executed document filed with Amoco and with the consent of Amoco. 15.5 Participating Employer Contribution for Affiliate. If any participating Employer is prevented in whole or in part from making a contribution to the Trust Fund which it would otherwise have made under the Plan for any reason, then, pursuant to Code Section 404(a)(3)(B), so much of the contribution which such participating Employer was so prevented from making may be made, for the benefit of the participating Employees of such participating Employer, by the other participating Employers who are members of the same affiliated group within the meaning of Code Section 1504. ARTICLE XVI MISCELLANEOUS 16.1 Qualified Domestic Relations Orders. (a) A Qualified Domestic Relations Order (QDRO) is a judgment, decree, or order which meets the requirements of Code Section 414(p). An alternate payee is an individual named in the QDRO who is to receive some or all of the Participant's benefits. (b) A payment to an alternate payee shall be in cash and in a single sum. 16.2 Nonalienation of Benefits. No benefit, right or interest hereunder of any person will be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, or to seizure, attachment or other legal, equitable or other process, or be liable for, or subject to, the debts, liabilities or other obligations of such person, except that the Plan Administrator may prescribe rules for the payment of benefits in accordance with Qualified Domestic Relations Orders as defined in Section 16.1. 16.3 Payment of Minors and Incompetents. If the Plan Administrator deems any person incapable of giving a binding receipt for benefit payments because of his minority, illness, infirmity or other incapacity, it may direct payment directly for the benefit of such person, or to any person selected by Amoco to disburse it. Such payment, to the extent thereof, will discharge all liability for such payment under the Plan. 16.4 Current Address of Payee. Any person entitled to benefits is responsible for keeping Amoco informed of his current address at all times. The Plan Administrator, the Trustee and Amoco have no obligation to locate such person, and will be fully protected if all payments and communications are mailed to his last known address, or are withheld pending receipt of proof of his current address and proof that he is alive. If payments are withheld and after reasonable efforts, the Plan Administrator cannot locate a former Participant (or Beneficiary) within a reasonable time, but in any event not later than four (4) years, the amount of the Participant's Accounts shall be forfeited and shall be reapplied in such a way as to reduce succeeding Company Matching Contributions under the Plan; provided, however, that if such former Participant (or Beneficiary) subsequently files a valid claim for benefits with the Plan Administrator or Amoco with respect to his Account balances under the Plan, his Accounts shall be restored to the value previously forfeited (and without interest) from such Accounts. 16.5 Disputes over Entitlement to Benefits. If two or more persons claim entitlement to payment of the same benefit hereunder, the Plan Administrator may withhold payment of such benefit until the dispute has been determined by a court of competent jurisdiction or has been settled by the persons concerned. 16.6 Payment of Benefits. Unless he elects otherwise, a Participant's benefit payments under the Plan will begin no later than 60 days after the close of the Plan Year in which the latest of the following dates occurs: (a) the date he terminates service with his Employer; (b) his 65th birthday; or (c) the tenth anniversary of the year in which he began participating in the Plan. 16.7 Plan Supplements. The provisions of the Plan may be modified by supplements to the Plan. The terms and provisions of each supplement are a part of the Plan and supersede the provisions of the Plan to the extent necessary to eliminate inconsistencies between the Plan and the supplement. 16.8 Rules of Construction. (a) A word or phase defined or explained in any section or article has the same meaning throughout the Plan unless the context indicates otherwise. (b) Where the context so requires, the masculine includes the feminine, the singular includes the plural, and the plural includes the singular. (c) Unless the context indicates otherwise, the words "herein," "hereof," "hereunder," and words of similar import refer to the Plan as a whole and not only to the section in which they appear. 16.9 Text Controls. Headings and titles are for convenience only and the text will control in all matters. 16.10 Applicable State Law. To the extent that state law applies, the provisions of the Plan will be construed, enforced and administered according to the laws of the State of Georgia. 16.11 Plan Administration Expenses. All reasonable Plan administration expenses shall be paid out of the Trust Fund; provided that the obligation of the Trust Fund to pay such expenses shall cease to exist to the extent such expenses are paid by an Employer or are paid to the Trust Fund as a reimbursement by an Employer. This provision shall be deemed to apply to any contract or arrangement to provide for expenses of plan administration without regard to whether or not the signatory or party to such contract or arrangement is, as a matter of administrative convenience, an Employer. Any reasonable plan administration expense paid to the Trust Fund by an Employer as a reimbursement shall not be considered an Employer contribution and shall not be credited to Participants' Accounts. The Plan Administrator shall only direct the Trustee to pay Plan administration expenses from the Trust Fund upon the written direction of Amoco. 16.12 Voting and Tendering of Amoco Stock. (a) For the purposes of voting or responding to bona fide offers with respect to the Amoco Corporation Stock held by the Plan, each Participant and Beneficiary of a deceased Participant whose Accounts are invested in whole or in part in the Amoco Stock Fund shall be a "named fiduciary" within the meaning of Section 403(a)(1) of ERISA. The Trustee shall follow the proper instructions, which instructions shall be held by the Trustee in strict confidence, of the Participants and Beneficiaries with respect to such Amoco Corporation stock in the manner described in this Section 16. (b) Before each annual or special meeting of Amoco Corporation, there shall be sent to each Participant or Beneficiary to whom Amoco Corporation stock is allocated a copy of the proxy solicitation material for the meeting, together with a form requesting instructions to the Trustee on how to vote the Amoco Corporation stock allocated to his Accounts. Upon receipt of such instructions, the Trustee shall vote the Amoco Corporation stock as instructed. (c) The Trustee shall vote Amoco Corporation stock for which no voting instructions are timely received to the extent required by law in its uncontrolled discretion. (d) In the event that a bona fide offer (such as a tender offer or exchange offer) shall be made to acquire any Amoco Corporation Employer stock held by the Trustee, each Participant or Beneficiary of a deceased Participant shall be entitled to direct the Trustee as to the disposition of the Amoco Corporation stock (including fractional shares) allocated to his Accounts, and to direct the Trustee to take other solicited action on his behalf (including the voting of such Stock) with respect to the Amoco Corporation stock allocated to this account. Amoco, with the cooperation of the Trustee, shall use its best efforts to provide each Participant or Beneficiary to whom this paragraph may apply with a copy of any offer solicitation material generally available to members of the public who hold the Amoco Corporation stock affected by the offer, or with such other written information as the offeror may provide. Such material shall be provided with a form requesting instructions to the Trustee as to the disposition under the offer of the Amoco Corporation stock allocated to each Account. Upon receipt of such instructions from the Participant or Beneficiary, the Trustee shall respond to the offer in accordance with such instructions with respect to the Amoco Corporation stock allocated to the Account. (e) The Trustee shall respond to an offer described in subsection (d) with respect to Amoco Corporation stock for which no instructions are timely received to the extent required by law in its uncontrolled discretion. 16.13 Action by Company. Any action required or permitted to be taken by Amoco (or a participating Employer) under the Plan shall be by resolution of its Board of Directors, by resolution of a duly authorized committee of its Board of Directors, or by a person or persons authorized by resolution of its Board of Directors or such committee. SUPPLEMENT A Special Rules for Top-Heavy Plans A-1. Purpose and Effect. The purpose of this Supplement A is to comply with the requirements of Section 416 of the Internal Revenue Code. The provisions of this Supplement A shall be effective for each Plan Year in which the Plan is a "top-heavy plan" within the meaning of Section 416(g) of the Internal Revenue Code. A-2. Top-Heavy Plan. In general, the Plan will be a top-heavy plan for any Plan Year if, as of the last day of the preceding Plan Year (the "determination date"), the aggregate account balances of Participants who are key employees (as defined in Section 416(i)(1) of the Internal Revenue Code) exceed 60 percent of the aggregate account balances of all Participants. In making the foregoing determination, the following special rules shall apply: (a) A Participant's account balances shall be increased by the aggregate distributions, if any, made with respect to the Participant during the 5-year period ending on the determination date. (b) The account balances of a Participant who was previously a key employee, but who is no longer a key employee, shall be disregarded. (c) The accounts of a beneficiary of a Participant shall be considered accounts of the Participant. (d) The account balances of a Participant who did not perform any services for the company during the 5-year period ending on the determination date shall be disregarded. A-3. Key Employee. In general, a "key employee" is an employee who, at the time during the 5-year period ending on the determination date, is: (a) an officer of Amoco receiving annual compensation greater than 50% of the limitation in effect under Section 415(b)(1)(A) of the Internal Revenue Code; provided, that for purposes of this subparagraph (a), no more than 50 employees of Amoco (or if lesser, the greater of employees or 10 percent of the employees) shall be treated as officers; (b) one of the ten employees receiving annual compensation from Amoco of more than the limitation in effect under Section 415(c)(1)(A) of the Internal Revenue Code and owning both more than 1/2 percent interest and the largest interest in Amoco; (c) a 5 percent owner of Amoco; or A-1 (d) a 1 percent owner of Amoco receiving annual compensation from Amoco of more than $150,000. A-4. Minimum Vesting. For any Plan Year in which the Plan is a top-heavy plan, a Participant's vested percentage in his company contribution account shall not be less than the percentage determined under the following table: Years of Service Vested Percentage Less than 2 0 2 20 3 40 4 60 5 80 6 or more 100 If the foregoing provisions of this paragraph A-4 become effective, and the Plan subsequently ceases to be a top-heavy plan, each Participant who has then completed three or more years of service may elect to continue to have the vested percentage of his company contribution account determined under the provisions of this paragraph A-4. A-5. Minimum Company Contribution. For any Plan Year in which the Plan is a top-heavy plan, the company contributions, if any, credited to each Participant who is not a key employee shall not be less than three percent of such Participant's compensation for that year. In no event, however, shall the company contributions credited in any year to a Participant who is not a key employee (expressed as a percentage of such Participant's compensation) exceed the maximum company contribution and remainders credited in that year to a key employee (expressed as a percentage of such key employee's compensation up to $150,000). A-6. Maximum Earnings. For any Plan Year in which the Plan is a top-heavy plan, a Participant's earnings in excess of $150,000 (or such greater amount as may be determined by the Commissioner of Internal Revenue for that Plan Year) shall be disregarded for purposes of subsection 5.5 of the Plan. A-7. Aggregation of Plans. In accordance with Section 416(g)(2) of the Internal Revenue code, other plans maintained by Amoco may be required or permitted to be aggregated with this Plan for purposes of determining whether the Plan is a top-heavy plan. A-8. No Duplication of Benefits. If Amoco maintains more than one plan, the minimum company contribution otherwise required under the paragraph A-5 above may be reduced in accordance with regulations of the Secretary of the Treasury to prevent inappropriate duplication of minimum contributions or benefits. A-2 A-9. Adjustment of Combined Benefit Limitations. For any Plan Year in which the Plan is a top-heavy plan, the determination of the defined contribution plan fraction and defined benefit plan fraction under subsection 5.4 of the Plan shall be adjusted in accordance with the provisions of Section 416(h) of the Internal Revenue Code. A-10. Use of Terms. All terms and provisions of the Plan shall apply to this Supplement A, except that where the terms and provisions of the Plan and this Supplement A conflict, the terms and provisions of this Supplement A shall govern. A-3 Exhibit 4 (B) Agreement and Declaration of Trust made as of this 14th day of December, 1995, by and between Amoco Fabrics and Fibers Company, a Delaware corporation, and BANKERS TRUST COMPANY, a New York banking corporation. W I T N E S S E T H: WHEREAS, Amoco Fabrics and Fibers Company wishes to establish a master trust to serve as a funding medium for Amoco Fabrics and Fibers Company Hourly 401(k) Savings Plan, Amoco Fabrics and Fibers Company Salaried 401(k) Savings Plan, and other eligible employee benefit plans of Amoco Fabrics and Fibers Company and its subsidiaries and affiliates; and WHEREAS, Bankers Trust Company is willing to act as trustee of such trust upon all of the terms and conditions hereinafter set forth. NOW, THEREFORE, Amoco Fabrics and Fibers Company and Bankers Trust Company declare and agree that Bankers Trust Company will receive, hold and administer all sums of money and such other property acceptable to Bankers Trust Company as shall from time to time be contributed, paid or delivered to it hereunder, IN TRUST, upon all of the following terms and conditions: ARTICLE I Title-Purpose-Policy-Effect 1.1. Name. The master trust established hereunder shall be known as the Amoco Fabrics and Fibers Company Master Trust and is sometimes hereinafter referred to as the "Trust". 1.2. Definitions. Where used in this Agreement and Declaration of Trust, unless the context otherwise requires or unless otherwise expressly provided: (a) "Account Party" shall mean the Person designated by the Company to represent the Company for this purpose, the Named Fiduciary and any Person to whom the Trustee shall be instructed by the Named Fiduciary to deliver its annual or other periodic account under Section 8.2 or Section 8.3, except, that with respect to any filings, notices, reports or accountings required to be given under the General Trust, "Account Party" shall be limited to that officer designated herein to represent the Company. (b) "Accounting Period" shall mean either the twelve consecutive month period coincident with the calendar year or, if different, the common fiscal year of the Participating Plans or the shorter period in any year in which the Trustee accepts appointment as Trustee hereunder or, with respect to any Participating Plan or Plans, ceases to act as Trustee for any reason. (c) "Administrative Committee" shall mean, with respect to each Participating Plan, the Committee or other Person responsible for benefit administration under such Participating Plan, including any representative (designated in writing as such) or designee thereof authorized to act on behalf of such Committee. (d) "Agreement" shall mean all of the provisions of this instrument and of all other written instruments amendatory hereof. (e) "Asset Manager" shall mean the Trustee (other than for purposes of Article VI), Named Fiduciary or Investment Manager, individually or collectively as the context shall require, with respect to those assets held in any Investment Fund established hereunder over which it exercises, or to the extent it is authorized to exercise, discretionary investment authority or control. (f) "Bank business day" shall mean a day on which the Trustee is open for business. (g) "Bankers" shall mean Bankers Trust Company. (h) "Board of Directors" shall mean the board of directors of the Company. (i) "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, and Regulations issued thereunder. (j) "Common Stock Fund" shall mean an Investment Fund consisting of common stock of the Company. (k) "Company" shall mean Amoco Fabrics and Fibers Company or any successor thereto. (l) "Company Stock" shall mean the common stock of Amoco Corporation. (m) "Directed Fund" shall mean any Investment Fund, or part thereof, subject to the discretionary management and control of the Named Fiduciary or any Investment Manager, other than the Trustee. (n) "Discretionary Fund" shall mean any Investment Fund, or part thereof, subject to the discretionary management and control of the Trustee. (o) "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time. (p) "General Trust" shall mean the BT Pyramid Trust created by Bankers Trust Company under Declaration of Trust effective June 30, 1991, as heretofore or hereafter amended. (q) "Insurance Contract" shall mean any contract or policy (including any annuity contract) of any kind issued by an insurance company, whether or not providing for the allocation of amounts received by the insurance company thereunder solely to the general account or solely to one or more separate accounts (including separate accounts maintained for the collective investment of qualified retirement plans), or a combination thereof, and whether or not any such allocation may be made in the discretion of the insurance company. (r) "Investment Fund" shall mean each pool of assets established for investment purposes pursuant to Section 5.1 in the Trust in which one or more Participating Plans has an interest during an Accounting Period. The term shall also include for all purposes hereof any sub-fund or account into which an Investment Fund shall be divided from time to time at the direction of the Named Fiduciary. (s) "Investment Manager" shall mean a bank, insurance company or investment adviser satisfying the requirements of Section 3(38) of ERISA. (t) "Investment Vehicle" shall mean any common, collective or commingled trust (other than the General Trust or an Investment Fund), investment company, corporation functioning as an investment intermediary, Insurance Contract, partnership, joint venture or other entity or arrangement to which, or pursuant to which, assets of an Investment Fund within the Trust may be transferred or in which the Trust has an interest, beneficial or otherwise (whether or not the underlying assets thereof are deemed to constitute "plan assets" for any purpose under ERISA). (u) "Master Fund" shall mean all cash and other property contributed, paid or delivered to the Trustee hereunder, all investments made therewith and proceeds thereof and all earnings and profits thereon, less payments, transfers or other distributions which, at the time of reference, shall have been made by the Trustee, as authorized herein. The Master Fund shall include each Investment Fund and all evidences of ownership, interest or participation in an Investment Vehicle, but shall not, solely by reason of the Master Fund's investment therein, be deemed to include any assets of such Investment Vehicle. (v) "Named Fiduciary" shall mean the Person or its designee with respect to a Participating Plan, who, within the meaning of Section 402(a)(2), 402(c)(3) or 403(a)(1) of ERISA, has the authority to perform the separate functions allocated to that "Named Fiduciary" under this Agreement. Unless otherwise specifically provided to the contrary, the Named Fiduciary shall mean the Administrative Committee appointed pursuant to the Participating Plans. (w) "Participating Plan" shall mean any employee benefit plan which meets the requirements for eligibility specified in Section 2.1. [All Participating Plans are listed on Appendix A attached hereto.] (x) "Person" shall mean a natural person, trust, estate, corporation of any kind or purpose, mutual company, joint-stock company, unincorporated organization, association, partnership, joint venture, employee organization, committee, board, participant, beneficiary, trustee, partner, or venturer acting in an individual, fiduciary or representative capacity, as the context may require. (y) "Section" shall mean any Section of this Agreement. (z) "Share" shall mean the interest of any Participating Plan in the Master Fund, and where appropriate any Investment Fund, the accounting for which will be maintained by the Trustee in a manner agreed upon between the Company and the Trustee and may be expressed in "units". (aa) "Trustee" shall mean Bankers Trust Company, as Trustee of the Trust. (bb) "Valuation Date" shall mean the last day of the Accounting Period, calendar quarter or any more frequent date for reporting and/or investment purposes agreed to by the Trustee. The plural of any term shall have a meaning corresponding to the singular thereof as so defined and any neuter pronoun used herein shall include the masculine or feminine, as the context may require. 1.3. Purpose. The Trust is established to fund the benefits payable to participants and their beneficiaries under each Participating Plan. 1.4 Exclusive Benefit. Except as may otherwise be permitted by law and the terms of the Participating Plan, at no time prior to the satisfaction of all liabilities with respect to participants and their beneficiaries under any Participating Plan shall any part of the Share of such Participating Plan be used for, or diverted to, any purposes other than for the exclusive benefit of such participants and their beneficiaries, and for defraying the reasonable expenses of administering such Plan. No provision herein designed to provide for the pooling of assets of Participating Plans for investment purposes shall be deemed or construed to authorize the utilization of the assets of any Participating Plan to discharge the obligations and liabilities of any other Plan. 1.5. Effect. All Persons at any time interested in any Participating Plan shall be bound by the provisions of this Agreement and, in the event of any conflict between this Agreement and the provisions of a Participating Plan or any instrument or agreement forming part of such Plan other than this Agreement, the provisions of this Agreement shall control. 1.6. Domestic Trust. The Trust shall at all times be maintained as a domestic trust in the United States. 1.7. Trustee Not Responsible for Enforcing Contributions or for Sufficiency. The Trustee shall have no responsibility for enforcing payment of any contribution to any Participating Plan, for the timing or amount thereof, or for the adequacy of the Master Fund or the funding standards adopted for any Participating Plan to meet or discharge any pension or other liabilities of such Plan. ARTICLE II Participation 2.1. Eligibility. Any employee benefit plan established by the Company, or a subsidiary or an affiliate of the Company, may be funded, in whole or in part, through the Trust if (i) the plan is qualified under Section 401(a) of the Code, (ii) the Trust is exempt from taxation under Section 501(a) of the Code, and (iii) this Agreement has been duly adopted as the trust under the Plan by the Board of Directors or by the board of directors of a subsidiary or affiliate of the Company and, in the case of such subsidiary or affiliate, the Company has consented thereto. 2.2. Effect on Adopting Company. When the Master Trust has been adopted by any subsidiary or affiliate of the Company, such subsidiary or affiliate shall be bound by the decisions, instructions, actions and directions of the Company, the Administrative Committee or the Named Fiduciary under or affecting this Agreement, and the Trustee shall be fully protected by the Company and such subsidiary or affiliate in relying upon the decisions, instructions, actions and directions of the Company, the Administrative Committee or the Named Fiduciary. Except as may be hereafter specifically provided, the Trustee shall not be required to give notice to or to obtain the consent of any subsidiary or affiliate with respect to any action to be taken by the Trustee pursuant to this Agreement, and the Company shall have the sole authority to enforce this Agreement on behalf of any subsidiary or affiliate. 2.3. Shares. The Trustee shall maintain a separate account and such sub-accounts as it and the Company shall deem advisable to reflect the Share of each Participating Plan, or part thereof. The Named Fiduciary shall provide the Trustee with current information in order that the Trustee may determine such Shares. An Investment Fund may be divided into such one or more sub-funds or accounts or described in a different manner on any books kept or reports rendered by the Trustee without in any way affecting the duties or responsibilities of the Trustee under the provisions of this Agreement; provided, however, the books and records of the Trustee shall at all times be maintained so that the interest of each Participating Plan may be determined. 2.4. Valuations. The Trustee shall determine the value of the assets of the Master Fund and each Investment Fund as of each Valuation Date. Except in the case of an Investment Fund in which amortized cost is the valuation method designated, assets will be valued at their market values at the close of business on the Valuation Date, or, in the absence of readily ascertainable market values, at such values as the Trustee shall determine in accordance with methods consistently followed and uniformly applied. Anything in this Agreement to the contrary notwithstanding, with respect to assets constituting part of a Directed Fund, the Trustee may rely for all purposes of this Agreement on the latest valuation and transaction information submitted to it by the Person responsible for the investment of such assets even if such information predates the Valuation Date. The Named Fiduciary will cause such Person to provide the Trustee with all information needed by the Trustee to discharge its obligations to value such assets and to account under this Agreement. 2.5. Participant Records and Accounts. The Trustee shall maintain separate accounts for each Participant to which shall be credited units of participation in the Master Fund in accordance with the provisions of the Participating Plan. The Trustee shall render a statement to each Participant at least annually, or more often if requested by the Committee, with respect to such accounts in accordance with the Plan. The Committee shall direct the Trustee as to the names of Participants, the respective contributions to be credited to the account of each, the directions of Participants, beneficiaries or legal representatives, and other data required by the Trustee to maintain a record of the accounts of Participants, to determine the amounts to be invested in the respective Investment Fund, and to make distributions therefrom. The Trustee may rely on directions received by facsimile transmission, or other teleprocess or electronic transmission acceptable to it and which it believes in good faith to have been given by an authorized person or persons. The Trustee may rely absolutely on all directions by the Committee. The Trustee shall be under no duty or obligation to question such direction or to verify the accuracy of such direction by reference to the records of the Company or Committee. The undertaking of the foregoing administrative functions by the Trustee is neither intended to nor shall be inferred to confer any other power or responsibility, discretionary or otherwise, upon the Trustee, or upon any employee of the Trustee with respect to the administration of the Participating Plan by the Administrative Committee, the determination of any Participant's rights thereunder, or the investment of any Participant's account by an Investment Manager. ARTICLE III Administration of Participating Plans 3.1. Payment of Benefits. On the direction of the Administrative Committee, the Trustee shall pay moneys out of the share of a Participating Plan directly to or for the benefit of participants in such Plan and their beneficiaries, or to an insurance company to provide for the payment of such benefits by the purchase of an Insurance Contract, or to a paying or disbursing agent (which may be the Administrative Committee). Any assets disbursed or paid over by the Trustee pursuant to this Section 3.1 shall no longer be part of the Master Fund. 3.2. Reliance on Administrative Committee. Any directions pursuant to Section 3.1 may, but need not, specify the application to be made of moneys so ordered. The Trustee shall charge such transfer against the Share of such one or more of the Participating Plans as the Administrative Committee shall direct. Each direction to the Trustee under Section 3.1 shall constitute a certification by the Administrative Committee that such direction is in accordance with applicable law, the terms of any relevant Participating Plan and the terms of this Agreement, and the Trustee shall have no duty to make any independent inquiry or investigation as to any of the foregoing before acting upon such direction, or to see to the application of any moneys paid over. 3.3. Trustee Not Responsible for Plan Administration. The Trustee shall not be responsible under this Agreement, or otherwise, in any way respecting the determination, computation, payment or application of any benefit, for the form, terms, payment provisions or issuer of any Insurance Contract which it is directed to purchase to provide for the payment of benefits under any Participating Plan, for performing any functions under any such Insurance Contract which it may be directed to purchase and/or hold as contract holder thereunder (other than the execution of any documents incidental thereto and transfer or receipt of funds thereunder), or for any other matter affecting the administration of a Participating Plan, by the Company or the Administrative Committee or any other Person to whom such responsibility is allocated or delegated pursuant to the terms of the Participating Plan. ARTICLE IV Investment of Trust Assets 4.1. Asset Managers. Discretionary authority for the management and control of assets of a Participating Plan from time to time held in the Master Fund may be retained, allocated or delegated, as the case may be, for one or more purposes, to and among the Asset Managers by the Named Fiduciary, in its absolute discretion. The terms and conditions of appointment, authority and retention of any Asset Manager shall be the sole responsibility of the Named Fiduciary. The Named Fiduciary shall promptly notify the Trustee in writing of the appointment or removal of an Asset Manager. Any notice of appointment pursuant to this Section 4.1 shall constitute a representation and warranty that the Asset Manager has been appointed in accordance with the provisions of the Participating Plan and that any Asset Manager (other than the Trustee or the Named Fiduciary) is an Investment Manager. 4.2. Investment Discretion. Subject to Section 5.1, the assets of the Trust shall be invested and reinvested, without distinction between principal and income, at such time or times in such investments and pursuant to such investment strategies or courses of action and in such shares and proportions, as the Asset Managers, in their sole discretion, shall deem advisable. 4.3. Limitations on Investment Discretion. In addition to the limitations imposed by Section 5.1, the Named Fiduciary may limit, restrict or impose guidelines affecting the exercise of the discretion hereinabove conferred on any Asset Manager. Any limitations, restrictions or guidelines applicable to the Trustee, as Asset Manager, shall be communicated in writing to the Trustee. The Trustee shall have no responsibility with respect to the formulation of any funding policy or any investment or diversification policies embodied therein. The Named Fiduciary shall be responsible for communicating, and monitoring adherence to, any limitations or guidelines imposed on any other Asset Manager by Section 5.1 or Section 7.3 or the guidelines described above. 4.4. Responsibility for Diversification. The Named Fiduciary shall be responsible for determining the diversification policy (if required) of the Master Fund, for monitoring adherence by the Asset Managers to such policy, and for advising the Asset Managers with respect to limitations on employer or other securities or property contained in any Participating Plan or imposed on such Plan by applicable law or by the Named Fiduciary. ARTICLE V Investment Funds Within the Master Fund 5.1. Participating Investment Funds. At the direction of the Named Fiduciary, the interest of a Participating Plan in the Master Fund may be allocated and held and invested in one or more Investment Funds established hereunder by the Named Fiduciary as required or permitted by the terms of each Participating Plan. As of the date hereof, the Master Fund shall be held and invested in the Investment Funds listed and described in [Appendix B] attached hereto. The Named Fiduciary, to the extent permitted by a Participating Plan, may establish additional Investment Funds, or freeze, terminate or modify the description of any Investment Fund. The determination of the Named Fiduciary of investments eligible for inclusion in any Investment Fund shall be conclusive and binding on all Persons interested in the Participating Plans. Such Investment Funds shall include, where applicable, a Common Stock Fund which shall consist of Company Stock. The income of each Investment Fund shall be accumulated and invested in such Fund. To the extent that any cash shall be allocated to the Common Stock Fund, the Trustee shall regularly purchase the Company Stock on the open market or, if the Plan so provides, from the Company or in private transactions, in accordance with a non-discretionary purchasing program. The Trustee shall have no authority or obligation to invest or reinvest cash balances of any Directed Fund in the General Trust or otherwise pursuant to this Agreement unless and until it receives appropriate directions from the Asset Manager. Cash balances (including interim investment thereof) in the Common Stock Fund shall be limited to the administrative needs of such Investment Fund. For the purpose of this Section 5.1 and Section 5.2., "administrative needs" shall mean needs consistent with the Trustee's implementation of the regular purchasing program described herein, anticipated distributions and withdrawals from such Investment Fund, and transfers among the Investment Funds at the election of participants. Any investment limitation affecting Company securities shall not be applicable to the extent any Investment Fund is invested in units of the General Trust. 5.2. The Company Stock Fund. Notwithstanding the unrestricted powers conferred on the Trustee in this Agreement, the Trustee shall purchase and retain the Company Stock in the Common Stock Fund regardless of market fluctuations and, subject to Article XVI, the Trustee shall sell such stock only to meet administrative needs of the Participating Plan. The Company shall undertake the responsibility to inform Participating Plan participants of the unique nature of the Common Stock Fund. ARTICLE VI Responsibility for Directed Funds 6.1. Responsibility for Selection of Agents. All transactions of any kind or nature in or from a Directed Fund shall be made upon such terms and conditions and from or through such brokers, dealers and principals and other agents as the Asset Manager shall direct. No such transactions shall be executed through the facilities of the Trustee except where the Trustee shall make available its facilities solely for the purpose of temporary investment of cash reserves of a Directed Fund. However, nothing in the preceding sentence shall confer any authority upon the Trustee to invest the cash balances of any Directed Fund unless and until it receives directions from the Asset Manager. 6.2. Trustee Not Responsible for Investments in Directed Funds. The Trustee shall be under no duty or obligation to review or to question any direction of any Asset Manager, or to review securities or any other property held in any Directed Fund with respect to prudence or proper diversification or compliance with any limitation on the Asset Manager's authority under this Agreement or the terms of a Participating Plan, any agreement entered into between the Company or the Named Fiduciary and the Asset Manager or imposed by applicable law, or to make any suggestions or recommendation to the Company, the Named Fiduciary or the Asset Manager with respect to the retention or investment of any assets of any Directed Fund, and shall have no authority to take any action or to refrain from taking any action with respect to any asset of a Directed Fund unless and until it is directed to do so by the Asset Manager. 6.3. Investment Vehicles. Any Investment Vehicle, or interest therein, acquired by or transferred to the Trustee upon the directions of the Asset Manager shall be allocated to a designated Directed Fund, and the Trustee's duties and responsibilities under this Agreement shall not be increased or otherwise affected thereby. The Trustee shall be responsible solely for the safekeeping of the physical evidence, if any, of the Trust's ownership of or interest or participation in such Investment Vehicle. 6.4. Reliance on Asset Manager. The Trustee shall be required under this Agreement to execute documents, to settle transactions, to take action on behalf of or in the name of the Trust and to make and receive payments on the direction of the Asset Manager. Any direction of the Asset Manager shall constitute a certification to the Trustee (i) that the transaction will not constitute a prohibited transaction under ERISA or the Code, (ii) that the investment is authorized under the terms of this Agreement and any other agreement or law affecting the Asset Manager's authority to deal with the Directed Fund, (iii) that any contract, agency, joinder, adoption, participation or partnership agreement, deed, assignment or other document of any kind which the Trustee is requested or required to execute to effectuate the transaction has been reviewed by the Asset Manager and, to the extent it deems advisable and prudent, its counsel, (iv) that such instrument or document is in proper form for execution by the Trustee, (v) that, where appropriate, insurance protecting the Trust against loss or liability has been or will be maintained in the name of or for the benefit of the Trustee, and (vi) that all other acts to perfect and protect the Trust's rights have been taken, and the Trustee shall have no duty to make any independent inquiry or investigation as to any of the foregoing before acting upon such direction. In addition, the Trustee shall not be liable for the default of any Person with respect to any Investment Vehicle or any investment in a Directed Fund or for the form, genuineness, validity, sufficiency or effect of any document executed by, delivered to or held by it for any Directed Fund on account of such investment, or if, for any reason (other than the negligence or willful misconduct of the Trustee) any rights of the Trust therein shall lapse or shall become unenforceable or worthless. 6.5. Merger of Funds. The Trustee shall not have any discretionary responsibility or authority to manage or control any asset held in a Directed Fund upon the resignation or removal of an Asset Manager unless and until it has been notified in writing by the Named Fiduciary that the Asset Manager's authority has terminated and that such Directed Fund's assets are to be integrated with the Discretionary Fund. Such notice shall not be deemed effective until two bank business days after it has been received by the Trustee. The Trustee shall not be liable for any losses to the Master Fund resulting from the disposition of any investment made by the Asset Manager or for the retention of any illiquid or unmarketable investment or any investment which is not widely publicly traded or for the holding of any other investment acquired by the Asset Manager if the Trustee is unable to dispose of such investment because of any restrictions imposed by the Securities Act of 1933 or other Federal or state law, or if an orderly liquidation of such investment is impractical under prevailing conditions, or for failure to comply with any investment limitations imposed pursuant to Section 4.3 or 5.1, or for any other violation of the terms of this Agreement, the Participating Plans or applicable law as a result of the addition of Directed Fund assets to the Discretionary Fund. 6.6. Notification of Named Fiduciary in Event of Breach. If the Trustee has knowledge of a breach committed by an Asset Manager, it shall notify the Named Fiduciary thereof, and the Named Fiduciary shall thereafter assume full responsibility to all Persons interested in the Participating Plans to remedy such breach. 6.7. Definition of Knowledge. The parties hereto acknowledge that while the Trustee will perform certain duties (such as custodial, reporting, recording, valuation and bookkeeping functions) with respect to Directed Funds, such duties will not involve the exercise of any discretionary authority to manage or control the assets of the Directed Funds and will be the responsibility of officers or other employees of the Trustee who are unfamiliar with and have no responsibility for investment management. Therefore, in the event that knowledge of the Trustee shall be a prerequisite to imposing a duty upon or to determining liability of the Trustee under this Agreement or any statute regulating the conduct of the Trustee with respect to such Directed Funds or relieving the Company of its undertakings under Section 16.2, the Trustee will not be deemed to have knowledge of, or to have participated in, any act or omission of an Asset Manager involving the investment of assets allocated to the Directed Funds as a result of the receipt and processing of information in the course of performing such duties. 6.8. Duty to Enforce Claims. The Trustee shall have no duty to commence or maintain any action, suit or legal proceeding on behalf of the Trust on account of or growing out of any investment made in or for a Directed Fund unless the Trustee has been directed to do so by the Asset Manager or the Named Fiduciary and unless the Trustee is either in possession of funds sufficient for such purpose or has been indemnified to its satisfaction for counsel fees, costs and other expenses and liabilities to which it, in its sole judgment, may be subjected by beginning or maintaining such action, suit or legal proceeding. 6.9. Restrictions on Transfer. Nothing herein shall be deemed to empower any Asset Manager to direct the Trustee to transfer any asset of a Directed Fund to itself except for purposes enumerated in paragraph (j), (l) or (m) of Section 7.1. ARTICLE VII Powers of Asset Managers 7.1. General Powers. Without in any way limiting the powers and discretions conferred upon any Asset Manager by the other provisions of this Agreement or by law, each Asset Manager shall be vested with the following powers and discretions with respect to the assets of the Trust subject to its management and control, and, upon the directions of the Asset Manager of a Directed Fund, the Trustee shall make, execute, acknowledge and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to enable such Asset Manager to carry out such powers and discretions: (a) to sell, exchange, convey, transfer or otherwise dispose of any property by private contract or at public auction, and no person dealing with the Asset Manager shall be bound to see to the application of the purchase money or to inquire into the validity, expediency or propriety of any such sale or other disposition; (b) to enter into contracts or to make commitments either alone or in company with others to sell or acquire property; (c) to purchase or sell, write or issue, puts, calls or other options, covered or uncovered, to enter into financial futures contracts, forward placement contracts and standby contracts, and in connection therewith, to deposit, hold (or direct Bankers, as Trustee or in its individual capacity, to deposit or hold) or pledge assets of the Master Fund; (d) to purchase part interests in real property or in mortgages on real property, wherever such real property may be situated; (e) to lease to others for any term without regard to the duration of the Trust any real property or part interest in real property; (f) to delegate to a manager or the holder or holders of a majority interest in any real property or mortgage on real property or in any oil, mineral or gas properties, the management and operation of any part interest in such property or properties (including the authority to sell such part interests or otherwise carry out the decisions of such manager or the holder or holders of such majority interest); (g) to vote upon any stocks, bonds or other securities (but subject to the suspension of any voting rights as a result of any broker loan or similar agreement and subject further, with respect to the voting of Company Stock, to the provisions of any Participating Plan); to give general or special proxies or powers of attorney with or without power of substitution; to exercise any conversion privileges, subscription rights or other options and to make any payments incidental thereto; to consent to or otherwise participate in corporate reorganizations or other changes affecting corporate securities and to delegate discretionary powers and to pay any assessments or charges in connection therewith; and generally to exercise any of the powers of an owner with respect to stocks, bonds, securities or other property; (h) to organize corporations under the laws of any state for the purpose of acquiring or holding title to property (or, in the case of a Directed Fund, to direct the Trustee to organize such corporations or to appoint an ancillary trustee acceptable to the Trustee for such purpose); (i) to invest in a fund consisting of securities issued by corporations and selected and retained solely because of their inclusion in, and in accordance with, one or more commonly used indices of such securities, with the objective of providing investment results for the fund which approximate the overall performance of such designated index; (j) to enter into any partnership, as a general or limited partner, or joint venture; (k) to purchase units or certificates issued by an investment company or pooled trust or comparable entity; (l) to transfer money or other property to an insurance company issuing an Insurance Contract; (m) to transfer assets of a Discretionary or Directed Fund to a common, collective or commingled trust fund exempt from tax under the Code maintained by an Asset Manager or an affiliate of an Asset Manager or by another trustee who is designated by the Named Fiduciary, to be held and invested subject to all of the terms and conditions thereof, and such trust shall be deemed adopted as part of the Trust and the Participating Plans to the extent that assets of the Trust are invested therein; provided, however, that any transfer from a Directed Fund to the General Trust may be made only with the prior approval of the Trustee and shall be invested only in one or more short term investment funds or other special purpose funds established from time to time thereunder; and (n) to be reimbursed for the expenses incurred in exercising any of the foregoing powers or to pay the reasonable expenses incurred by any agent, manager or trustee appointed pursuant hereto. 7.2. Additional Powers of Trustee. In addition, the Trustee is hereby authorized: (a) to register any securities held in the Master Fund in its own name or in the name of a nominee and to hold any securities in bearer form, and to combine certificates representing such securities with certificates of the same issue held by the Trustee in other fiduciary or representative capacities or as agent for customers, or to deposit or to arrange for the deposit of such securities in any qualified central depository even though, when so deposited, such securities may be merged and held in bulk in the name of the nominee of such depository with other securities deposited therein by other depositors, or to deposit or arrange for the deposit of any securities issued by the United States Government, or any agency or instrumentality thereof, with a Federal Reserve Bank, but the books and records of the Trustee shall at all times show that all such investments are part of the Master Fund; (b) to employ suitable agents, depositories and counsel, domestic or foreign, and to charge their reasonable expenses and compensation against the Master Fund, and to confer upon any such depository the powers conferred upon the Trustee by paragraph (a) of this Section 7.2 as well as the power to appoint subagents and depositories, wherever situated, in connection with the retention of securities or other property; (c) to borrow money from any source as may be necessary or advisable to effectuate the purposes of the Trust on such terms and conditions as the Trustee, in its absolute discretion, may deem advisable; (d) to deposit any funds of the Trust in accounts or savings certificates, which bear a reasonable rate of interest, issued or maintained by Bankers Trust Company, in its separate corporate capacity, or in any other institution affiliated with Bankers Trust Company; (e) to compromise, compound, submit to arbitration or settle any debt or obligation owing to or from or otherwise adjust all claims in favor of or against the Master Fund other than claims solely affecting the right of any Person to benefits under a Participating Plan; to reduce or increase the rate of interest or extend, or otherwise modify, foreclose upon default, or enforce any such debt or obligation; to sue or defend suits or legal proceedings to protect any interest in the Trust and to represent the Trust in all suits or legal proceedings in any court or before any other administrative agency, body or tribunal; (f) to make any distribution or transfer of assets as of a Valuation Date authorized under Article X or XI or to effectuate participants' rights under a Participating Plan in cash or in kind, or partly in cash or kind, and, in furtherance thereof, to value such assets, which valuation shall be conclusive and binding on all Persons; (g) upon the direction of the Named Fiduciary, to maintain and operate one or more market inventory funds as a vehicle to exchange securities among Discretionary and Directed Funds without alienating the property from the Trust; (h) with the consent of the Named Fiduciary, to loan securities held in the Master Fund to brokers or dealers or other borrowers under such terms and conditions as the Trustee, in its absolute discretion, deems advisable, to secure the same in any manner permitted by law and the provisions of this Agreement, and during the term of any such loan, to permit the loaned securities to be transferred into the name of and voted by the borrowers or others, and, in connection with the exercise of the powers hereinabove granted, to hold any property deposited as collateral by the borrower pursuant to any master loan agreement in bulk, either as provided in paragraph (a) of this Section 7.2 or otherwise, together with the unallocated interests of other lenders, and to retain any such property upon the default of the borrower, whether or not investment in such property is authorized under this Agreement, and to receive compensation therefor out of any amounts paid by or charged to the account of the borrower; (i) to enroll the Master Fund in a program maintained by Bankers to permit customer's accounts to participate in dividend reinvestment plans offered by issuers of securities held in accounts, such as the Master Fund, in order to realize upon the discount from market value offered shareholders without impact on the managed assets in the Master Fund, and to receive compensation therefor (including reimbursement for certain of its out-of-pocket costs associated therewith) out of the income received by the Master Fund from participation in such program; (j) to hold uninvested cash awaiting investment and such additional cash balances as it shall deem reasonable or necessary, without incurring any liability for the payment of interest thereon; and (k) generally, consistent with the provisions of this Agreement to perform all acts (whether or not expressly authorized herein) which it may deem necessary and prudent for the protection of the assets of the Trust. 7.3. Limitation of Powers. The foregoing provisions of this Article VII shall not be deemed to expand the permissible investments for any Investment Fund under Section 5.1 or to limit the Named Fiduciary's power to restrict the exercise of such powers by an Asset Manager as provided in Section 4.3. In addition, any powers conferred on the Trustee or any other Asset Manager thereunder may be suspended or revoked at any time by the Named Fiduciary upon notice to the Asset Manager or the Trustee, as the case may be. Any oral notice hereunder shall be promptly confirmed in writing to the Trustee and the Asset Manager, but the Trustee shall have no responsibility hereunder unless and until it has received notice in accordance with Section 15.6. ARTICLE VIII Records and Accounts of Trustee 8.1. Records. The Trustee shall keep accurate and detailed accounts of all investments, receipts, disbursements and other transactions in the Master Fund and all accounts, books and records relating thereto shall be open to inspection and audit at all reasonable times during normal business hours by any Person designated by the Named Fiduciary. 8.2. Annual Account. Within ninety (90) days following the close of each Accounting Period, the Trustee shall file with the Account Party, in accordance with Section 15.6, a written account setting forth the receipts and disbursements of the Master Fund and the investments and other transactions effected by it upon its own authority or pursuant to the directions of any Person as herein provided during the Accounting Period. 8.3. Periodic Account. If so required by the terms of any Participating Plan and agreed to by the Trustee, within thirty (30) days following the close of each calendar month, calendar quarter or other time period (but not more frequently than monthly) the Trustee shall provide the Account Party with, in accordance with Section 15.6, a written account for any such Participating Plan, setting forth the receipts and disbursements of the Master Fund and the investments and other transactions effected by it upon its own authority or pursuant to the directions of any Person as herein provided during such period; provided, however, that such written account shall be limited to an accounting of investments and transactions in the Master Fund and shall not affect the responsibilities of the parties, if any, under Section 2.5 herein. 8.4. Account Stated. Upon the expiration of ninety (90) days from the date of filing its annual account with the Account Party, the Trustee shall be forever released and discharged from all liability and further accountability to the Company, the Account Party or any other Person with respect to the accuracy of such accounting and the propriety of all acts and failures to act of the Trustee reflected in such account, except with respect to any such acts or transactions as to which the Account Party shall, within such 90-day period, file with the Trustee specific written objections. 8.5. Judicial Accountings. Nothing herein shall in any way limit the Trustee's right to bring any action or proceeding in a court of competent jurisdiction to settle its account or for such other relief as it may deem appropriate. 8.6. Necessary Parties. Except to the extent that Sections 502 and 504 of ERISA may provide otherwise, in order to protect the Master Fund from the expense of litigation, no Person other than the Company shall be a necessary party in any proceeding under Section 8.5 or may require the Trustee to account or may institute any other action or proceeding against the Trustee or the Trust. ARTICLE IX Compensation, Taxes and Expenses 9.1. Compensation and Expenses. Any expenses incurred by the Trustee in connection with its administration of the Master Trust including, but not limited to, fees for legal services rendered to the Trustee (whether or not rendered in connection with a judicial or administrative proceeding), such compensation to the Trustee as shall be agreed upon from time to time between the Trustee and an officer of the Company, and all other proper charges and disbursements of the Trustee, shall be paid from the Master Fund, unless paid by the Company. Anything in the preceding sentence to the contrary notwithstanding, the Company shall reimburse the Trustee for any such fees and expenses if for any reason such expenses are not paid out of the Master Fund. The Trustee's entitlement to reimbursement hereunder shall not be affected by the resignation or removal of the Trustee or by the termination of the Trust. The Named Fiduciary may direct the Trustee to pay from the Master Fund any other administration expenses of a Participating Plan. Each direction to the Trustee under this Section and Section 9.3 shall constitute a certification by the Named Fiduciary that such direction is in accordance with applicable law, the terms of any relevant Participating Plan and the terms of this Agreement, and the Trustee shall have no duty to make any independent inquiry or investigation as to any of the foregoing before acting upon such direction, or to see to the application of any moneys paid over. 9.2. Taxes. All taxes of any and all kinds whatsoever that may be levied or assessed under existing or future laws, domestic or foreign, upon the Master Fund or the income thereof shall be paid from the Master Fund. The Trustee shall notify the Named Fiduciary of any taxes that may be assessed. In the event that the Named Fiduciary shall determine that the taxes are not lawfully assessed, it may elect to direct the Trustee at the expense of the Trust, or may itself, contest such assessment. 9.3. Allocation. Any tax or expense paid from the Master Fund hereunder which is determined by the Named Fiduciary to be specifically allocable to one or more Investment Funds or Participating Plans, as the case may be, shall be charged against such Investment Funds or the Share of such Participating Plan or Plans, in such proportions as the Named Fiduciary shall direct the Trustee. Any expense which is allocable to all of the Investment Funds or all of the Participating Plans shall be charged against the Master Fund as a whole. ARTICLE X Resignation or Removal of Trustee 10.1. Resignation or Removal. The Trustee may be removed by the Company at any time upon ninety (90) days' notice in writing to the Trustee. The Trustee may resign at any time upon ninety (90) days' notice in writing to the Company. 10.2. Designation of a Successor. Upon the removal or resignation of the Trustee, the Company shall either appoint a successor trustee who shall have the same powers and duties as those conferred upon the Trustee hereunder, and upon acceptance of such appointment by the successor trustee, the Trustee shall assign, transfer and pay over the Master Fund to such successor trustee, or the Company shall direct the Trustee to assign, transfer and payover the Master Fund to one or more insurance companies pursuant to insurance contracts issued to the Participating Plans. If, for any reason, the Company cannot or does not act promptly to appoint a successor trustee or designate an insurance company in the event of the resignation or removal of the Trustee, the Trustee may apply to a court of competent jurisdiction for the appointment of a successor trustee. Any expenses incurred by the Trustee in connection therewith shall be charged to and paid from the Master Fund as an expense of administration. 10.3 Reserve for Expenses. The Trustee is authorized to reserve such amount as to it may deem advisable for payments of its fees and expenses in connection with the settlement of its account or otherwise, and any balance of such reserve remaining after the payment of such fees and expenses shall be paid over in accordance with the directions of the Company under 10.2. The Trustee is authorized to invest such reserves in any investment authorized under the terms of this Agreement appropriate for the temporary investment of cash reserves of trusts. ARTICLE XI Withdrawal of Participating Plans 11.1. Event of Withdrawal. Upon receipt of notice from the Company of the termination (including any partial termination) and distribution of the assets of a Participating Plan or of the withdrawal of any Participating Plan, or part thereof, from the Trust, the Trustee shall segregate the share of the assets of the Master Fund allocable to such Participating Plan, or part thereof, and shall dispose of such assets in accordance with the directions of the Company. 11.2. Disqualification. The Company shall promptly notify the Trustee if any Participating Plan has been or is likely to be disqualified under Section 401 of the Code. In that event, the Share of such Participating Plan shall be treated as a Plan withdrawn pursuant to Section 11.1. 11.3. Approval of Appropriate Agencies. The Trustee may, in its absolute discretion, condition delivery, transfer or distribution of any assets withdrawn from the Master Fund under this Article XI upon the Trustee's receiving assurances satisfactory to it that any notice which may be required to be given under ERISA or the Code to any Person, the Department of Labor or the Internal Revenue Service has been given, or that any filing which is required to be made to determine that a termination has not affected the qualification of a Participating Plan has been made, and that any plan to which such assets are to be transferred is a qualified plan under Section 401(a) of the Code. The Trustee shall not be responsible under any Participating Plan to give any such notice or make any such filings or maintain any records required under ERISA or the Code, all of which, for purposes of this Agreement, shall be the responsibility of the Company. ARTICLE XII Amendment or Termination 12.1. Amendment. Subject to Section 1.4, the Company reserves the right at any time and from time to time to amend, in whole or in part, any or all of the provisions of this Agreement by notice thereof in writing delivered to the Trustee; provided, however, no amendment which affects the rights, duties or responsibilities of the Trustee may be made without its prior written consent. 12.2. Termination. Subject to Section 1.4, the Company reserves the right to terminate this Agreement by notice in writing thereof delivered to the Trustee. In the event of termination, the Trustee shall dispose of the Master Fund, after the payment of or other provision for all of its expenses (including any compensation to which the Trustee may be entitled), all in accordance with the written directions of the Company. In the event that termination results from the removal of the Trustee or the withdrawal of all of the Participating Plans, then such disposition shall be implemented in accordance with the provisions of Article X or Article XI as the case may be. 12.3. Trustee's Authority to Survive Termination. Until the final distribution of the Master Fund, the Trustee shall continue to have and may exercise all of the powers and discretions conferred upon it by this Agreement. ARTICLE XIII Tender Offers 13.1. In General. In the event that any person (other than the Company or any affiliate thereof) shall make a public offer for Company Stock held in the Common Stock Fund, the Company undertakes to provide promptly a copy of the offer, and any other material information concerning such offer, to each Participating Plan participant (including, for the purposes of this Article XIII, any beneficiary of a deceased participant) who has an interest in the Common Stock Fund with a form for furnishing to the Trustee timely instructions as to whether the Company Stock allocated to participants' accounts for purposes of this Article XIII should be tendered. Each participant may elect that all, but not less than all, of the Company Stock allocated to his account be tendered by the Trustee on his behalf. Upon timely receipt of instructions from a participant to so tender, the Trustee shall tender all such Company Stock allocated to such participant's account. Any Company Stock held by the Trustee as to which it receives either no instruction or incomplete instructions from a participant to whose account such stock is allocated shall not be tendered. In the event that participants' instructions cannot otherwise be returned to the Trustee in a timely fashion, the Company agrees to collect and tabulate such instructions in a manner that will assure a confidential and accurate tabulation and timely tender by the Trustee. Any securities or other property received by the Trustee as a result of having tendered Company Stock, as hereinabove provided, shall be held, and any cash so received shall be invested in short term investments, pending any further action which the Trustee may be required or directed to take pursuant to the Plan. Notwithstanding anything in this Agreement to the contrary, during the period of any public offer for Company Stock, the Trustee shall refrain from making purchases of Company Stock under this Agreement. In addition to any compensation or expenses provided under Section 9.1, the Trustee shall be entitled to reasonable compensation and reimbursement for its out- of-pocket expenses for any services attributable to the duties and responsibilities described in this Section 13.1. 13.2. Trustee's Indemnification. In addition to any other claims the Trustee may have under this Agreement or by law, the Company hereby agrees to hold the Trustee harmless and to indemnify the Trustee from and against any and all losses, claims, damages, liabilities or expenses whatsoever (including, but not limited to, any and all expenses reasonably incurred in investigating, preparing or defending against any litigation or proceeding, commenced or threatened, or any claim whatsoever), (a) arising out of, relating to or in connection with any public offer of the kind referred to above, whether in respect of the solicitation of directions from Participating Plan participants, or tabulating, reporting or acting upon such directions or otherwise, or (b) arising out of or based upon any untrue statement or alleged untrue statement contained in any instrument, document or other material furnished by or through the Company to Participating Plan participants, or otherwise used by the Company or authorized by it for use in respect of, any such public offer or arising out of or based upon an omission or alleged omission to state a material fact required to be stated or necessary to make other statements made in any such material not misleading, except, solely in the case of indemnification pursuant to clause (a), for a loss, claim, damage, liability or expense primarily attributable to the bad faith or gross negligence of the Trustee. ARTICLE XIV Authorities 14.1. Company. Whenever the provisions of this Agreement specifically require or permit any action to be taken by "the Company", such action must be authorized by the Board of Directors. Any resolution adopted by the Board of Directors or other evidence of such authorization shall be certified to the Trustee by the Secretary or an Assistant Secretary of the Company under corporate seal, and the Trustee may rely upon any authorization so certified until revoked or modified by a further action of the Board of Directors similarly certified to the Trustee. 14.2. Subsidiary or Affiliate. Any action required or permitted to be taken under this Agreement by a subsidiary or affiliate of the Company shall be given by the Board of Directors thereof in the manner described in Section 14.1. 14.3. Named Fiduciary and Committee. The Company shall furnish the Trustee from time to time with a list of the names and signatures of all Persons (other than the Company) authorized hereunder: (i) to receive accountings under Section 1.2(a); (ii) to act as a Named Fiduciary; (iii) as members of the Administrative Committee; or (iv) in any manner authorized to issue orders, notices, requests, instructions and objections to the Trustee pursuant to the provisions of this Agreement. Any such list and the form of the instructions shall be certified to the Trustee by the Secretary or an Assistant Secretary of the Company (or by the Secretary or an Assistant Secretary of any subsidiary or affiliate of the Company which, in the opinion of counsel to the Company, has not delegated that authority to the Company) and may be relied upon for accuracy and completeness by the Trustee. Each such Person shall thereupon furnish the Trustee with a list of the names and signatures of those individuals, if any, who are authorized, jointly or severally or otherwise, to act for such Person hereunder, and the Trustee shall be fully protected in acting upon any notices or directions received from any of them. 14.4. Investment Manager. The Named Fiduciary shall cause each Investment Manager to furnish the Trustee from time to time with the names and signatures of those persons authorized to direct the Trustee on its behalf hereunder. 14.5. Form of Communications. Any agreement or understanding between the Company and any Person (including an Investment Manager) or any other provision of this Agreement to the contrary notwithstanding, all notices, directions and other communications to the Trustee shall be in writing or in such other form, including transmission by electronic means through the facilities of third parties or otherwise, specifically agreed to in writing by the Trustee. The Trustee shall be fully protected in acting in accordance therewith, but shall not thereby assume responsibility for the failure or breakdown of any such means of communication not due to its own negligence or willful misconduct. 14.6. Continuation of Authority. The Trustee shall have the right to assume, in the absence of written notice to the contrary, that no event constituting a change in the composition or authority of the Named Fiduciary or membership of the Administrative Committee or terminating the authority of any Person, including any Investment Manager, has occurred. 14.7. No Obligation to Act on Unsatisfactory Notice. The Trustee shall incur no liability under this Agreement for any failure to act pursuant to any notice, direction or any other communication from any Asset Manager, the Company, the Named Fiduciary, the Administrative Committee, or any other Person or the designee of any of them unless and until it shall have received instructions in form specified in this Article XIV. ARTICLE XV General Provisions 15.1. Governing Law. To the extent that state law shall not have been preempted by the provisions of ERISA or any other law of the United States heretofore or hereafter enacted, this Agreement shall be administered, construed and enforced according to the laws of the State of New York. 15.2. Entire Agreement. The Trustee's duties and responsibilities to any Participating Plan or any Person interested therein shall be limited to those specifically set forth in this Agreement. No amendment to any Participating Plan or agreement or instrument affecting any Participating Plan or any other document shall affect the Trustee's duties or responsibilities hereunder without its prior written consent. 15.3. Mistake. No mistake made in good faith and in the exercise of due care in connection with the administration of the Master Fund shall be deemed to be a breach of the Trustee's duties if, promptly after discovery of the mistake, the Trustee takes whatever action may be practicable in the circumstances to remedy the mistake. 15.4. Reliance on Experts. The Trustee may consult with experts (who may be experts employed by the Company) including legal counsel, appraisers, pricing services, accountants or actuaries, selected by it with due care with respect to the meaning and construction of this Agreement or any provision hereof, or concerning its powers and duties hereunder, and shall be protected for any action taken or omitted by it in good faith pursuant to or on the basis of the opinion of any such expert. 15.5. Successor to the Trustee. Any successor, by merger or otherwise, to substantially all of the trust business of Bankers shall automatically and without further action become the Trustee hereunder, subject to all the terms and conditions and entitled to all the benefits and immunities hereof. 15.6. Notices. All notices, reports, annual accounts and other communications from the Trustee to the Company, the Named Fiduciary, Administrative Committee, Investment Manager, or any other Person shall be deemed to have been duly given if mailed, postage prepaid, or delivered in hand to such Person at its address appearing on the records of the Trustee, which address shall be filed with the Trustee at the time of the establishment of the Trust and shall be kept current thereafter by the Named Fiduciary. All directions, notices, statements, objections and other communications to the Trustee shall be deemed to have been given when received by the Trustee at its offices in the form provided in Article XIV. 15.7. Plan Documents. The Named Fiduciary shall provide the Trustee with complete, current copies of all Participating Plans and the most recent tax qualification letters relative thereto. The Trustee shall be entitled to rely upon the Named Fiduciary's attention to this obligation and shall be under no duty to inquire of any Person as to the existence of any documents not provided hereunder. 15.8. No Waiver; Reservation of Rights. The rights, remedies, privileges and immunities expressed herein are cumulative and are not exclusive, and the Trustee shall be entitled to claim all other rights, remedies, privileges and immunities to which it may be entitled under applicable law. 15.9 Descriptive Headings. The captions in this Agreement are solely for convenience of reference and shall not define or limit the provisions hereof. 15.10 Spendthrift Provision. Except as may be required by law, no interest or claim of interest of any kind of any participant in any Participating Plan under the provisions of this Trust is assignable, nor may any such interest or claim be subject to garnishment, attachment, execution or levy of any kind, and no attempt to transfer, assign, pledge or otherwise encumber or dispose of such interest by act of the Person involved or by operation of law will be recognized. ARTICLE XVI Undertaking by Company 16.1. Undertaking. In consideration of Bankers' agreeing to enter into this Agreement, the Company hereby agrees to hold harmless Bankers, individually and as Trustee, and Bankers' directors, officers, and employees, from and against all amounts, including without limitation taxes, expenses (including reasonable counsel fees), liabilities, claims, damages, actions, suits or other charges, incurred by or assessed against Bankers, individually or as Trustee, or its directors, officers or employees (i) as a direct or indirect result of any act or omission of any predecessor trustee or fiduciary appointed under any Participating Plan; (ii) as a direct or indirect result of anything done in good faith, or alleged to have been done, by or on behalf of Bankers in reliance upon the directions of any Investment Manager, the Administrative Committee, the Company, or the Named Fiduciary, or anything omitted to be done in good faith, or alleged to have been omitted, in the absence of such directions; or (iii) as a direct or indirect result of the failure of the Company, the Administrative Committee, or the Named Fiduciary, directly or indirectly, to adequately, carefully and diligently discharge its fiduciary responsibilities with respect to the Participating Plans. 16.2. Limitation on Undertaking. Anything hereinabove to the contrary notwithstanding, the Company shall have no responsibility to Bankers under Section 16.1 (ii) or (iv) if Bankers knowingly participated in or knowingly concealed any act or omission of any Person described therein knowing that such act or omission constituted a breach of such Person's fiduciary responsibilities, or if Bankers fails to perform any of the duties specifically undertaken by it under the provisions of this Agreement in the manner herein provided, or if Bankers fails to act in conformity with duly given and authorized directions hereunder. 16.3. Waiver of Defense. The Company expressly waives and shall be forever estopped from asserting as a defense against Bankers, or any of its directors, officers or employees, in any action to enforce this undertaking that any one of them failed to discharge any obligation he, she or it may have or to be deemed to have had under any statute governing the conduct of fiduciaries in following the directions of the Company, the Named Fiduciary or Administrative Committee, the Investment Manager or any Person duly authorized to act for any of them under Article XIV. 16.4. Survival of Undertakings. The Company further agrees that the undertakings made in this Article XVI shall be binding on its successors or assigns and shall survive termination, amendment or restatement of this Agreement, or the resignation or removal of the Trustee, and that this Article shall be construed as a contract between the Company and the Trustee according to the laws of the State of New York in effect from time to time. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized and their corporate seals to be hereunto affixed and attested to as of the day and year first above written. AMOCO FABRICS AND FIBERS COMPANY By G. W. SOWELL Controller (Title) BANKERS TRUST COMPANY By WAYNE TSE Vice President (Title) STATE OF NEW YORK ) ) ss. : COUNTY OF NEW YORK ) On the 8 day of DECEMBER, in the year one thousand nine hundred and ninety five, before me personally came WAYNE TSE to me known, who being by me duly sworn, did depose and say: that he/she resides in NEW HYDE PARK, NY; that he/she is the VICE PRESIDENT of BANKERS TRUST COMPANY, the corporation described in and which executed the above instrument; that he/she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he/she signed his/her name thereto by like order. ALLISON O. TAYLOR Notary Public ALLISON O. TAYLOR Notary Public, State of New York No. 31-5008595 Qualified in New York County Commission Expires February 22, 1997 STATE OF NEW YORK ) ) ss. : COUNTY OF NEW YORK ) On the 14th day of DECEMBER, in the year one thousand nine hundred and ninety five, before me personally came G. W. SOWELL to me known, who being by me duly sworn, did depose and say: that he/she resides in COBB; that he/she is the CONTROLLER of the AMOCO FABRICS & FIBERS CO, the corporation described in and which executed the above instrument; that he/she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he/she signed his/her name thereto by like order. MILDRED W. HERRINGTON Notary Public MILDRED W. HERRING NOTARY PUBLIC COBB COUNTY GEORGIA EXPIRES Dec. 17, 1995 APPENDIX A Participating Plans in the Amoco Fabrics and Fibers Company Master Trust: 1. Amoco Fabrics and Fibers Company Hourly 401(k) Savings Plan 2. Amoco Fabrics and Fibers Company Salaried 401(k) Savings Plan APPENDIX B Investment funds the Master Fund is held and invested in: 1. Bankers Trust Company's Money Market Fund 2. Bankers Trust Company's Balanced Fund 3. Bankers Trust Company's Equity Index Fund 4. A fund consisting of the Common Stock of Amoco Corporation purchased by the Trustee or distributed by the Company to the extent permitted by the Participating Plans. EX-5 3 KLEWIN LETTER EXHIBIT 5 December 19, 1995 Amoco Corporation 200 East Randolph Drive Chicago, Illinois 60601 Ladies and Gentlemen: Reference is made to the proposed offering of interests ("Interests") in the Amoco Fabrics and Fibers Company Salaried 401(k) Savings Plan (the "Plan"), and to the proposed offering through the Plan of shares of Amoco Corporation, an Indiana corporation ("Amoco"), common stock without par value (the "Shares") to salaried employees of Amoco Fabrics and Fibers Company. The Trustee for the Plan and related master trust (the "Trustee") is Bankers Trust Company, a New York banking corporation. I am familiar with the Form S-8 Registration Statement ("Registration Statement") that Amoco and the Plan are filing with the Securities and Exchange Commission to register Interests in the Plan and the Shares under the Securities Act of 1933, as amended (the "Act"). I have examined: (a) a certified copy of the Articles of Incorporation of Amoco and all amendments thereto; (b) the By-laws of Amoco: (c) the Minutes of the Meetings of the Stockholders and the Board of Directors of Amoco and committees thereof that are relevant to matters contained in this opinion; and I have made such other investigation and examined such other documents as I have deemed necessary for the purpose of giving the opinion herein stated. I am of the opinion that: 1. Amoco is a corporation duly organized and validly existing under the laws of the State of Indiana. 2. The Interests when issued pursuant to the terms and conditions of the Plan, will be legally issued, fully paid and non-assessable. 3. It is presently contemplated that the Shares to be acquired by the Plan will be purchased (a)in the open market, or (b)in other transactions not involving issuance of shares by Amoco. To the extent that the Shares acquired by the Plan shall constitute shares issued by Amoco, such shares, when issued pursuant to the terms and conditions of the Plan, and as contemplated in the Registration Statement, will be legally issued, fully paid and non-assessable. I hereby consent to the use of the foregoing opinion as an exhibit to the Registration Statement and to the use of my name in such Registration Statement. In giving such consent I do not hereby admit that I am in the category of persons whose consent is required under Section 7 of the Act. Sincerely, JANE E. KLEWIN Jane E. Klewin Attorney EX-23 4 PRICE WATERHOUSE Exhibit 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 28, 1995 appearing on page 4 of Amoco Corporation's Form 8-K dated April 5, 1995 which supplements Amoco Corporation's Annual Report on Form 10-K for the year ended December 31, 1994 to include summarized financial information for Amoco Argentina Oil Company. PRICE WATERHOUSE LLP Chicago, Illinois December 19,1995 -----END PRIVACY-ENHANCED MESSAGE-----