-----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, LgE7FmBhkkrOvVh5Ujh8Eb6YOJr+s2mjSPWbe89Yyq/bIvdpwrHgzxLOkEDLi1C3 KzWjUF61A+vQIvHXR1pbuw== 0000912057-95-009096.txt : 19951031 0000912057-95-009096.hdr.sgml : 19951031 ACCESSION NUMBER: 0000912057-95-009096 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19951030 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-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-63811 FILM NUMBER: 95585562 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-3 1 FORM S-3 As filed with the Securities and Exchange Commission on October 30, 1995 File No. 33- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________________ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ______________________ AMOCO CORPORATION (Exact name of registrant as specified in its charter) 200 E. RANDOLPH DRIVE CHICAGO, ILLINOIS 60601 (312-856-6111) (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) INDIANA 36-1812780 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) S. F. GATES, ESQ. VICE PRESIDENT AND GENERAL COUNSEL AMOCO CORPORATION 200 E. RANDOLPH DRIVE CHICAGO, ILLINOIS 60601 (312-856-5474) (Name, address, including zip code, and telephone number, including area code, of agent for service) ______________________ Approximate date of commencement of proposed sale to the public. As soon as practicable after the effective date of this registration statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. /X/ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / ________ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / ________ If delivery of the prospectus is expected to be made pursuant to Rule 434 under the Securities Act of 1933, please check the following box. / / CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------------- Title of Shares Amount to be Proposed Maximum Proposed Maximum Amount of to be Registered Registered Aggregate Price Per Aggregate Offering Registration Fee Share Price(*) - ----------------------------------------------------------------------------------------------------------------------------------- Common Stock, without par value . . . . . 5,000,000 $64.3125 $321,562,500 $110,884 - ----------------------------------------------------------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------------------------------------------------------
(*) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) based on the average of high and low prices reported on The New York Stock Exchange Composite Tape for October 24, 1995. ______________________ THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. SUBJECT TO COMPLETION, DATED OCTOBER 30, 1995 PROSPECTUS AMOCO CORPORATION [AMOCO LOGO] AMOCO INVESTOR ACCESS PLAN Amoco Corporation, an Indiana corporation (the "Company" or "Amoco") hereby offers participation in its Amoco Investor Access Plan (the "Plan"). The Plan is designed to provide investors with a convenient way to purchase shares of the Company's common stock, without par value ("Common Stock"), and to reinvest the cash dividends paid on Common Stock in additional shares of Common Stock. (See "Amoco Investor Access Plan Description.") PARTICIPANTS IN THE PLAN MAY: - Invest by making an initial cash payment of at least $450 and by making optional cash payments of at least $50 up to a maximum total of initial and optional cash payments of $150,000 per year. - Convert all shares of Common Stock held of record (if at least five (5) shares are held of record) into shares held in a Plan Account (as hereafter defined), and thereafter use all Plan services for those shares. - Automatically reinvest cash dividends paid on Common Stock allocable to their Plan Accounts or have cash dividends sent by electronic funds transfer to their predesignated accounts at a bank, savings association or other financial institution ("Bank Accounts"). - Send in certificates to the Administrator (as hereafter defined) for safekeeping to minimize the risks and costs associated with the loss, theft or destruction of stock certificates and to simplify recordkeeping. - Receive, upon written request, certificates for whole shares of Common Stock allocable to their Plan Accounts. Alternatively, participants may maintain their share position in their Plan Accounts without certificates. - Transfer, sell or give shares of Common Stock allocable to their Plan Accounts. 2 Shares of Common Stock required for the Plan may be purchased from the Company or in the open market. Purchases and sales in the "open market" mean those made on any securities exchange on which the Common Stock is listed, in the over-the-counter market or by negotiated transactions, excluding transactions with the Company or its affiliates. At present, it is anticipated that the shares of Common Stock required for the Plan will be purchased in the open market and the Company will not receive any proceeds therefrom. Open market purchases will be effected through the Independent Agent (as hereinafter defined) selected by the Administrator (as hereinafter defined). Amoco Common Stock is listed on the New York, Chicago, Pacific, Toronto and four Swiss stock exchanges. The closing price of the Common Stock on October 24, 1995 on the New York Stock Exchange was $64.375. All Plan purchases of Common Stock will be made by the Administrator at the then current market price of the Common Stock, calculated as described herein, either in the open market or from the Company. Plan participants will be required to pay certain fees and charges in connection with the Plan as described herein. The Company will pay the costs of administration of the Plan. The initial Administrator will be the First Chicago Trust Company of New York, which will administer the Plan, keep records, send statements of Plan Account activity ("Statements of Account") to participants and perform other duties related to the Plan. This Prospectus relates to 5,000,000 shares of Common Stock offered for purchase under the Plan. To the extent required by applicable law in certain jurisdictions, including Arizona, Florida, New Jersey, North Carolina, North Dakota, Oklahoma, Texas, and Vermont, shares of Common Stock offered under the Plan to persons not presently record holders of Common Stock are offered only through a registered broker/dealer in such jurisdictions. This Prospectus contains a summary of the material provisions of the Plan and, therefore, this Prospectus should be retained by participants in the Plan for future reference. ______________________ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ______________________ The date of this Prospectus is October 30, 1995 NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT, AND ANY INFORMATION OR REPRESENTATION NOT CONTAINED OR INCORPORATED BY REFERENCE HEREIN OR THEREIN MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY OTHER PERSON. THIS PROSPECTUS IS NOT AN OFFER TO SELL, OR A SOLICITATION OF ANY OFFER TO BUY, BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION. 3 AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and in accordance therewith files reports and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statements, and other information can be inspected and copied at the following regional offices of the Commission: 500 West Madison Street, Suite 1400, Chicago, Illinois, and 7 World Trade Center, New York, New York. Copies can also be obtained from the Commission's Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. at prescribed rates. The Company's Common Stock is listed on the New York, Chicago, Pacific, Toronto, and four Swiss stock exchanges. Reports, proxy statements, and other information concerning the Company can be inspected at the New York, Chicago, Pacific and Toronto stock exchanges. This Prospectus constitutes a part of a registration statement (together with all amendments and exhibits thereto, the "Registration Statement") filed by the Company with the Commission under the Securities Act of 1933, as amended. As permitted by the rules and regulations of the Commission, this Prospectus omits certain information contained in the Registration Statement, and reference is made to the Registration Statement for further information with respect to the Company and the shares of Common Stock registered under the Registration Statement. Any statements contained herein concerning the provisions of any document filed as an exhibit to the Registration Statement or otherwise filed with the Commission are not necessarily complete, and in each instance reference is made to the copy of such document so filed. Each such statement is qualified in its entirety by such reference. INCORPORATION OF CERTAIN DOCUMENTS There are hereby incorporated by reference in this Prospectus the following documents: (a) The Company's Annual Report on Form 10-K for the year ended December 31, 1994; (b) The Company's definitive Proxy Statement dated March 13, 1995, in connection with its Annual Meeting of Shareholders held on April 25, 1995 (other than the Board Compensation and Organization Committee Report on Executive Compensation and the Cumulative Total Shareholder Return Five-Year Comparison graph, which are not incorporated by reference herein); (c) The Company's Current Reports on Form 8-K dated April 5, 1995 and dated April 13, 1995; (d) The Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1995 and June 30, 1995; and (e) The description of Common Stock which is contained in the Company's registration statement filed pursuant to Section 12 of the 1934 Act; in each case filed with the Commission pursuant to the 1934 Act. All reports pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act and all definitive proxy statements (other than the portions of such proxy statements consisting of (i) the report of any committee of the Company's Board of Directors on executive compensation and (ii) the shareholder return comparison graph) pursuant to Section 14 of the 1934 Act filed by the Company after the date of this Prospectus and prior to the termination of the offering of Common Stock made by this Prospectus shall be deemed to be incorporated by reference in this Prospectus and to be a 4 part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company will provide without charge to each person, including any beneficial owner, to whom a copy of this Prospectus has been delivered, on the written or telephone request of any such person, a copy of any or all of the information referred to herein which has been or may be specifically incorporated by reference into such documents. Written requests for such copies should be directed to Amoco Corporation, P.O. Box 87703, Chicago, Illinois 60680-0703, Attention: Shareholder Services, Mail Code 0404. Telephone requests may be directed to (800) 638-5672. THE COMPANY AND ITS SUBSIDIARIES The Company was incorporated in Indiana in 1889 and has its principal executive offices at 200 East Randolph Drive, Chicago, Illinois 60601 (telephone: 312-856-6111). The Company is a parent corporation concerned with overall policy guidance, financing, coordination of operations, staff services, performance evaluation and planning for its subsidiaries. The Company and its consolidated subsidiaries form a large integrated petroleum and chemical enterprise. There are three principal wholly-owned subsidiaries. These subsidiaries and the businesses in which they are engaged are summarized below: Amoco Production Company.......... Exploration, development and production of crude oil, natural gas, and natural gas liquids, and marketing of natural gas. Amoco Oil Company................. Refining, marketing and transporting of petroleum and related products. Amoco Chemical Company............ Manufacture and sale of chemical products. Amoco Company, a wholly owned subsidiary of Amoco Corporation, is the holding company for these three subsidiaries and substantially all other petroleum and chemical operating subsidiaries except Amoco Canada Petroleum Company Ltd., which is wholly owned by Amoco Corporation. In 1994, a major restructuring occurred that effectively eliminated the role of the three principal subsidiaries as operating entities. The new organization is structured around 17 business groups divided into three sectors - - exploration and production, petroleum products and chemicals. The Exploration and Production Sector ("E&P") includes U.S. Operations, International Operations, Canada, Natural Gas, Worldwide Exploration, Eurasia and E&P Technology. The Petroleum Products Sector includes Refining, Marketing, Supply and Logistics and International Business Development. The Chemicals Sector includes Chemical Feedstocks, Chemical Intermediates, Polymers, Fabrics and Fibers, Foam Products and Development and Diversification. 5 RECENT DEVELOPMENTS Selected consolidated financial results of Amoco Corporation for the third quarter and first nine months of 1995 and 1994 were as follows:
Third Quarter First Nine Months ------------- ----------------- 1995* 1994 1995* 1994 ----- ----- ----- ---- (millions of dollars, except as noted) (unaudited) Revenues . . . . . . . . . . . . . . . $ 7,644 $ 7,780 $22,921 $22,580 Net Income . . . . . . . . . . . . . . $ 599 $ 445 $ 1,655 $ 1,253 Earnings per share . . . . . . . . . . $ 1.21 $ .89 $ 3.34 $ 2.52
________________ *Estimated The increase in 1995 third-quarter earnings primarily reflected higher chemical earnings and improved overseas exploration and production ("E&P") results. The higher chemical earnings resulted from strong margins in several product lines. Overseas E&P earnings increased as a result of higher crude oil sales volumes and lower exploration and other expenses offset by lower crude oil prices. Third-quarter 1994 results included environmental charges of $32 million. The increase in 1995 nine-month earnings primarily reflected higher chemical earnings resulting from both higher volumes and margins across most product lines, and strong overseas E&P earnings. Earnings for 1994 were favorably affected by $270 million related to final settlements with the Internal Revenue Service involving crude oil excise taxes. The 1994 results were reduced by after-tax charges of $256 million primarily related to restructuring charges and anticipated losses on asset dispositions and the third-quarter environmental charges of $32 million. Excluding these items, earnings were $1,271 million, or $2.56 per share for the first nine months of 1994. APPLICATION OF PROCEEDS Since purchases of Common Stock under the Plan may be satisfied by either (i) the purchase of shares of Common Stock newly issued by the Company; or (ii) the purchase of shares of Common Stock in the open market, the number of shares of Common Stock, if any, that the Company ultimately will sell under the Plan is not known. If newly issued shares of Common Stock are purchased from the Company under the Plan, the proceeds from such sales will be used for general corporate purposes, including, without limitation, the refinancing of outstanding indebtedness of the Company or the advance or contribution of funds to one or more of the Company's subsidiaries to be used for their general corporate purposes, including refinancing of outstanding indebtedness. The Company will not receive any proceeds when shares of Common Stock are purchased in the open market for the Plan. AMOCO INVESTOR ACCESS PLAN DESCRIPTION PURPOSE AND OTHER CONSIDERATIONS The purpose of the Plan is to provide interested investors and holders of Amoco Common Stock a convenient means of investing in the Company through new investment in Amoco Common Stock and through regular reinvestment of cash dividends paid on Common Stock. Nothing contained in this prospectus or in other Plan 6 information represents a recommendation by the Company or anyone else that any person buy or sell Amoco Common Stock. A DECISION TO PARTICIPATE IN THE PLAN SHOULD BE MADE ONLY AFTER AN INVESTOR HAS INDEPENDENTLY MADE THE NECESSARY INVESTMENT DECISION. The value of Amoco Common Stock may increase or decrease. Plan Accounts are not insured by the Securities Investor Protection Corporation, the Federal Deposit Insurance Corporation, or any other entity. SUMMARY The following is a summary of the material terms and provisions of the Plan and does not purport to be a complete description of all terms and provisions of the Plan, which is an exhibit to the Registration Statement. ADMINISTRATION Administration of the Plan will be conducted by the individual (who may be an employee of the Company), bank, trust company or other entity (including the Company) appointed from time to time by the Company to act as administrator of the Plan (the "Administrator"). THE FIRST CHICAGO TRUST COMPANY OF NEW YORK WILL BE THE INITIAL ADMINISTRATOR. The Administrator will also act as trustee under the trust agreement for the Common Stock purchased for the Plan, the shares held for participants in Plan Accounts and all funds received and held for investment under the Plan. The Administrator will be responsible for administering the Plan, receiving all cash investments made by participants, maintaining records of each participant's Plan Account activities, issuing Statements of Account and performing other duties required by the Plan. The Administrator will forward funds to be used to purchase shares of Common Stock in the open market to an agent (the "Independent Agent") selected by the Administrator that is an "agent independent of the issuer," as that term is defined in Rules 10b-6 and 10b-18 under the 1934 Act. Additionally, the Administrator will promptly forward purchase and sales instructions to the Independent Agent. The Independent Agent will be responsible for purchasing and selling shares of Common Stock in the open market for Plan Accounts in accordance with the provisions of the Plan. Under certain circumstances the Administrator may be the Independent Agent. Participants may contact the Administrator by writing: The First Chicago Trust Company of New York Post Office Box _______ 525 Washington Blvd. Jersey City, New Jersey 07303 or by telephoning the Administrator, toll-free at (800) 446-2617, twenty-four (24) hours a day, Monday through Friday and between 12:00 a.m. and 8:00 p.m. on Saturday or at such other telephone number(s) as may be published for the Plan from time to time. For security and quality control reasons, telephone calls may be recorded from time to time. Written communications may be sent by telefax. Participants should contact the Administrator for current telefax numbers. The Administrator also serves as co-transfer agent and registrar for the Company and may have other business relationships with the Company from time to time. The Administrator is also the administrator of the Automatic Dividend Reinvestment Plan for Shareholders of Amoco Corporation (the "Dividend Reinvestment Plan"), which is being replaced by the Plan. (See "Enrollment Procedures.") 7 ELIGIBILITY Any person or entity, whether or not a record holder of Amoco Common Stock, is eligible to participate in the Plan, provided that (i) such person or entity fulfills the prerequisites for participation described below under "Enrollment Procedures" and (ii) in the case of persons or entities that reside outside the United States, upon request of the Administrator, such persons or entities warrant that participation would not violate local laws applicable to the Company or the participant. ENROLLMENT PROCEDURES DIVIDEND REINVESTMENT PLAN INVESTORS ALL INVESTORS IN THE DIVIDEND REINVESTMENT PLAN WILL AUTOMATICALLY BECOME PARTICIPANTS IN THE PLAN WITHOUT SENDING IN AN ENROLLMENT FORM (AS HEREAFTER DEFINED) OR PAYING AN ENROLLMENT FEE UNLESS THEY TERMINATE THEIR DIVIDEND REINVESTMENT PLAN ACCOUNT BY PROVIDING WRITTEN NOTICE OF SUCH TERMINATION BY THE DATE SPECIFIED BY THE COMPANY. Absent delivery of such notice, all shares of Common Stock attributable to a Dividend Reinvestment Plan investor under the Dividend Reinvestment Plan will automatically be deemed to be shares allocable to a Plan Account established for such Dividend Reinvestment Plan investor, as of the date the Plan first becomes effective, without regard to whether the investor submits certificates for such shares to the Administrator. OTHER PLAN APPLICANTS After being furnished with a copy of this Prospectus, other applicants may join the Plan at any time by completing and signing the required documentation ("Enrollment Form"), submitting the enrollment fee and providing such other items and documentation as may be required by the Administrator. Requests for copies of Enrollment Forms, as well as copies of other Plan forms and this Prospectus, should be made to the Company or the Administrator in writing or by telephone. Record holders of Common Stock should be sure to sign their names on the Enrollment Form exactly as they appear on their stock certificates. PARTICIPANTS WILL BE REQUIRED TO PAY CERTAIN FEES AND CHARGES IN CONNECTION WITH THE PLAN. (SEE "FEES.") RECORD ACCOUNTS AND PLAN ACCOUNTS A "Record Account" means any shareholder account on the Company's stock records reflecting Common Stock ownership, but excluding all Plan Accounts. A "Plan Account" as to any participant means an account maintained by the Administrator and/or the Company recording (i) the shares of Common Stock allocable to him under the Plan and (ii) any cash held by the Administrator pending investment or return to such participant. Record holders of at least five (5) shares of Common Stock are eligible to participate in the Plan by completing and submitting an Enrollment Form and submitting the enrollment fee, stock certificates for at least five (5) whole shares of Common Stock, executed stock powers and other documentation required by the Administrator. Upon receipt and acceptance of these items by the Administrator, such holder's Record Account will be converted into a Plan Account and all shares held in such Record Account will be transferred into such Plan Account. The holder may thereafter use the Plan services as to those shares. AFTER BECOMING A PARTICIPANT IN THE PLAN A PARTICIPANT MAY NOT MAINTAIN A RECORD ACCOUNT IN THE EXACT SAME NAME AS THE PLAN ACCOUNT. In addition, shares acquired by a participant after the establishment of a Plan Account in the exact same name as the Plan Account will be automatically treated as shares 8 held in such Plan Account without regard to whether the participant surrenders any certificates for such shares or submits a separate Enrollment Form. A beneficial owner of at least five (5) shares of Common Stock registered in the name of someone else (for example, a bank, broker or trustee) may participate in the Plan without making an initial cash investment by having the shares reregistered in his name and following the procedures described above for record holder enrollment in the Plan. After the establishment of a Plan Account, a participant may deposit any number of additional record shares over which he has dispositive authority by delivering certificate(s) for such shares to the Administrator and such documentation as the Administrator may require. A beneficial owner of shares of Common Stock registered in the name of someone else (for example, a bank, broker or trustee) may deposit additional shares of Common Stock into his Plan Account by having such shares registered in his own name and delivering the certificate(s) for such shares to the Administrator and such documentation as the Administrator may require. Enrollment Forms will be processed as promptly as practicable. Participation in the Plan will commence after the applicable enrollment fee, the properly completed Enrollment Form and any other required documentation have been received and accepted by the Administrator. INITIAL AND OPTIONAL CASH INVESTMENTS Interested investors, whether or not record holders of Common Stock, may become participants by making an initial cash investment into the Plan as hereinafter described. APPLICANTS WHO ENROLL WITH CASH MUST INCLUDE A CHECK OR MONEY ORDER FOR A MINIMUM INITIAL CASH INVESTMENT OF AT LEAST $450 PLUS THE ENROLLMENT FEE WITH THEIR COMPLETED ENROLLMENT FORM. Such investments may be made by personal check or money order payable to the "FCTC-NY-Amoco." PARTICIPANTS SHOULD NOT SEND CASH. In the case of a record holder who enrolls in the Plan by making an initial cash investment and establishes a Plan Account in the exact same name as that in which his record shares are held, the record shares will be automatically treated as Plan shares without regard to whether the participant surrenders any certificates for such shares. Participants may make optional cash investments of at least $50, up to a maximum total of initial and optional cash payments of $150,000 per year. There is no obligation to make any optional cash investments. A participant may make optional cash investments by delivering to the Administrator a written instruction and a personal check, money order or electronic funds transfer payable to the "FCTC-NY-Amoco." PARTICIPANTS SHOULD NOT SEND CASH. Prior to making electronic funds transfers, participants should contact the Administrator to obtain an Electronic Funds Transfer Instruction. Participants may arrange to have a set amount of funds invested on a periodic basis through electronic funds transfer from their Bank Account. A participant's Bank Account will be debited three (3) business days prior to the scheduled Investment Date (as herein defined). Some financial institutions will charge for electronic funds transfers. Interested participants should consult their own financial institutions for any applicable charges. In addition, participants will be charged a fee by the Administrator for investment by electronic funds transfer. (See "Fees.") Participants may vary the amount and timing of such electronic funds transfer investments from time to time upon prior written notice to the Administrator. The Administrator will arrange for the Independent Agent to make purchases for the Plan at least once a week. An "Investment Date" under the Plan is the date selected by the Administrator (or by the Independent Agent if the Company is the Administrator) as of which shares of Common Stock are purchased for the Plan with initial and optional cash investments. No interest will be paid on funds held by the Administrator pending investment. ACCORDINGLY, PARTICIPANTS AND INTERESTED INVESTORS SHOULD TRANSMIT CASH INVESTMENTS SO AS TO REACH THE 9 ADMINISTRATOR SHORTLY (BUT NOT LESS THAN TWO (2) BUSINESS DAYS) BEFORE THE DESIRED DATE OF PURCHASE. (SEE "PURCHASE AND SALE OF SHARES.") Upon a participant's request, received by the Administrator two (2) or more business days prior to a scheduled Investment Date, a cash investment not already invested in Common Stock will be returned to the participant. However, no refund of a check or money order will be made until the funds from such instruments have been actually collected by the Administrator. Accordingly, such refunds may be significantly delayed. If the request to stop investment is received by the Administrator fewer than two (2) business days prior to a scheduled Investment Date, any cash investment then held by the Administrator will be invested in Common Stock. Optional and initial cash investments, pending investment pursuant to the Plan, will be held in a trust account of the Administrator acting as trustee. All cash investments are subject to collection by the Administrator at full face value in U.S. funds. The method of delivery of any cash investment is at the election of the participant and will be deemed received when actually received by the Administrator. If the delivery is by mail, it is recommended that the participant or interested investor use properly insured, registered mail with return receipt requested, and that the mailing be made sufficiently in advance of the desired date of purchase. REINVESTMENT AND DIRECT DEPOSIT OF CASH DIVIDENDS A participant may elect to invest in Common Stock by reinvesting all cash dividends paid on shares of Common Stock allocable to his Plan Account by designating such election on an Enrollment Form. IF A PARTICIPANT DOES NOT MAKE A CONTRARY ELECTION, CASH DIVIDENDS PAID ON SHARES OF COMMON STOCK ALLOCABLE TO A PARTICIPANT'S PLAN ACCOUNT WILL BE AUTOMATICALLY REINVESTED IN SHARES OF COMMON STOCK. Cash dividends which are to be reinvested for Plan Accounts will be invested in Common Stock beginning on the date of payment or the immediately following business day if the dividend payment date is not a business day. (See "Purchase and Sale of Shares.") Dividend payments not invested in Common Stock within 30 days of receipt will be promptly returned to the participant by First Class Mail. Pending reinvestment, cash dividends will be held in a trust account of the Administrator acting as trustee. No interest will be paid on such funds held by the Administrator pending reinvestment. Participants may elect to have dividend reinvestment only for their entire Plan Account; dividend reinvestment for only a portion of shares allocable to a Plan Account is not permitted. A participant who elects not to reinvest cash dividends on shares of Common Stock allocable to his Plan Account may receive such cash dividends by electronic direct deposit to his Bank Account. To receive a direct deposit of dividend funds, participants must complete and sign an Electronic Funds Transfer Instruction and return it to the Company. Electronic direct deposit will become effective as promptly as practicable after receipt of an Electronic Funds Transfer Instruction by the Company. Changes in Bank Accounts may be made by delivering a new valid, usable completed Electronic Funds Transfer Instruction to the Company. If the designated electronic funds transfer route or Bank Account identification is unusable for any reason, the Company will mail a check for the dividend funds via First Class Mail to the participant's address of record with an advice of the failed transmission and the Company's inability to execute the direct deposit of the dividend funds. Thereafter, until the participant provides a valid, usable Electronic Funds Transfer Instruction all dividend funds payable on shares allocable to such Plan Account shall be reinvested in additional shares of Common Stock. PARTICIPANTS MAY NOT ELECT TO HAVE DIVIDENDS ALLOCABLE TO THEIR PLAN ACCOUNTS PAID BY CHECK. 10 A participant may change his election with respect to reinvestment of cash dividends by designating his changed election on a new Enrollment Form. If instructions regarding a changed dividend payment election are received less than two (2) business days before a record date for a dividend, the changed payment method will not be implemented until after the payment of the relevant dividend. If such instructions are received two (2) or more business days before a record date for a dividend, the instruction will be effected for that dividend. PURCHASE AND SALE OF SHARES Shares of Common Stock purchased for participants under the Plan will be either newly issued shares from the Company or, at the Company's option, shares of Common Stock purchased in the open market by the Independent Agent. As of the date of this Prospectus, shares of Common Stock purchased for participants under the Plan will be purchased in the open market by the Independent Agent. The Plan limits the Company from changing its determination regarding the source of purchases of the shares (i.e., from the Company or in the open market) more than once in any three (3) month period. The Company will not exercise its right to change the source of purchases of shares of Common Stock absent a determination by the Company's Board of Directors or Chief Financial Officer that the Company has a need to increase equity capital or there is another valid reason for such change. Below are descriptions of prices for purchases and sales of shares under the Plan. PARTICIPANTS DO NOT HAVE CONTROL OVER THE PRICE OR THE TIME AT WHICH COMMON STOCK IS PURCHASED OR SOLD FOR THEIR PLAN ACCOUNTS. Therefore, participants bear the market risk associated with fluctuations in the price of Common Stock. - The price for shares purchased from the Company will be the average of the high and low per share sales prices of Common Stock as reported on the New York Stock Exchange Composite Tape and published in The Wall Street Journal for the relevant purchase date or alternate date described in the Plan. - The price for shares purchased in the open market for the Plan with initial and optional cash investment funds will be the weighted average price per share of all shares purchased for the Plan in the open market on that date. - The price for shares purchased in the open market for the Plan with dividend funds will be the weighted average price per share of all shares purchased for the Plan with the dividend funds paid to the Plan for reinvestment on behalf of participants on a given dividend payment date. Purchases of shares in the open market for dividend reinvestment may be made over a period of days. - With respect to shares of Common Stock sold for a Plan Account in the open market, the participant shall receive a check from the Administrator (as soon as practicable following such sale) for the weighted average price per share of all shares sold for the Plan with respect to that date multiplied by the number of shares sold for such Plan Account, less any applicable deductions and/or withholdings required by law. - As to all purchases and sales, each Plan Account will also be charged the fees and expenses incurred by the Plan Account in effecting such transactions. Shares purchased or sold in the open market are subject to such terms and conditions, including price and delivery, as the Administrator may determine and accept. The Administrator will sell shares of Common Stock allocable to any Plan Account as soon as practicable following the Administrator's receipt of a Participant's sale instructions, but no later than the fifth business day after receipt thereof, except where deferral is necessary under applicable federal or state laws or regulations. The 11 Administrator will invest all cash dividends which are to be reinvested and all initial and optional cash investments within thirty (30) days of the dividend payment date or the date the funds are received, respectively, except where deferral is necessary to comply with applicable federal or state securities laws. The Administrator will arrange for the Independent Agent to make purchases for the Plan at least once per week. Any dividends and initial and optional cash investments not so invested within thirty (30) days will be promptly returned by First Class Mail to the appropriate participant or submitting person. If the New York Stock Exchange is closed more than two (2) business days and this impairs or precludes the Administrator's ability to comply with the investment timing requirements described in this paragraph, the timing requirements will be waived for the period of the closure. The Administrator will resume its investment activities for the Plan promptly upon the reopening of the New York Stock Exchange. With regard to open market purchase and sale of shares by the Independent Agent, none of the Company, the Administrator (if it is not also the Independent Agent) nor any participant will have any authority or power to direct the time or price at which shares may be purchased or sold, the markets on which the shares are to be purchased or sold (including on any securities exchange, in the over-the-counter market or in negotiated transactions), or the selection of the broker or dealer (other than any Independent Agent in the case of the Administrator) through or from whom purchases and sales may be made. The Independent Agent may commingle each participant's funds with those of other participants for the purpose of executing purchase and sale transactions. Participants' funds will be placed in a segregated trust account of the Administrator acting as trustee. If instructions to purchase shares are received on or after the Ex-Dividend Date (as hereafter defined) but before the related dividend payment date, the purchase will be processed without dividend rights to the purchaser. The term "Ex-Dividend Date" means the date as of which the New York Stock Exchange lists the Common Stock as being subject to transfer without dividend rights to the transferee, usually three (3) days before the record date for the related dividend. SALE OF SHARES A participant may request, at any time, that all or a portion of the shares of Common Stock allocable to his Plan Account be sold by delivering to the Administrator a completed transaction request form. The sale will be effected as described in "Purchase and Sale of Shares". If an instruction to sell shares of Common Stock is received by the Administrator on or after an Ex-Dividend Date but before the related dividend payment date, the sale will be processed without dividend rights to the transferee of the shares. As soon as practicable following the receipt of the cash dividend allocable to such shares, the Administrator will, in accordance with the transferor participant's specified dividend payment method, either reinvest the cash dividend or transmit the dividend to the participant's Bank Account via electronic direct deposit, or if that fails, by check. If instructions canceling or modifying a request to sell shares in a Plan Account previously received by the Administrator are received later than the same business day on which the original sale instructions were received, the Administrator or Independent Agent, as applicable, will sell the shares pursuant to the original sale request. TRANSFERS/GIFTS If a participant wishes to transfer, whether by gift, private sale or otherwise, ownership of all or a portion of the shares of Common Stock allocable to his Plan Account to the Plan Account of another participant or to a person or entity not already a participant, the participant may do so by delivering to the Administrator a completed transaction 12 request form and such other documentation as the Administrator may require. The transfer will be effected as soon as practicable following the Administrator's receipt of the required documentation. In the case of certificated shares, certificates for such shares accompanied by executed stock powers and other documentation required by the Administrator must also be delivered. The Administrator will promptly mail by insured, First Class Mail to such participant at his address of record any certificate for record shares which may be due to the participant as a result of such transfer. Fractional shares of Common Stock may only be transferred to another Plan Account if at the time of transfer the participant withdraws from participation in the Plan or the Company terminates his entire Plan Account. Fractional shares may not otherwise be transferred. All shares transferred will be credited to the transferee Plan Account as Book Shares. At least five (5) shares of Common Stock must be transferred and the applicable enrollment fee must be paid by the transferor to open a Plan Account in the name of a transferee who is not already a participant. The Administrator shall forward to the transferee a Prospectus and related documentation as soon as reasonably practicable, whereupon the transferee will be eligible to submit optional cash investments to the Plan. Both the transferor and the transferee will be sent a transaction notice indicating the transfer of shares. With respect to a transferee who is a participant, the payment of cash dividends on the transferred shares will be made in the same manner as designated for the transferee's Plan Account. With respect to a transferee who is not yet a participant, absent a direction to the contrary, dividends paid on shares of Common Stock in the transferee's Plan Account will be reinvested in Common Stock. FEES Fees and charges for Plan transactions are as follows: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Description Amount - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Enrollment fee $8.50 (upon enrollment only) - -------------------------------------------------------------------------------- Service charge on purchases of stock 5% of amount invested up to $3.00/transaction maximum - -------------------------------------------------------------------------------- Service charge for sales of shares from the Plan $10.00 - -------------------------------------------------------------------------------- Brokerage commissions on open market purchases $.07/share - -------------------------------------------------------------------------------- Brokerage commissions on open market sales $.12/share - -------------------------------------------------------------------------------- Service charge on electronic funds transfer $1.00/transaction debits from Bank Accounts - -------------------------------------------------------------------------------- Charge for checks or electronic funds transfer $20.00 debits from Bank Accounts rejected because of nonsufficient funds - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- The Company pays the costs of mailings, materials and other administration of the Plan. All fees and charges are subject to change upon notice to participants. Because of the structure of the fees, the cost on a per share basis of purchasing or selling shares decreases as the number of shares purchased or sold under the Plan increases. Participants should consider the impact of the costs of transactions under the Plan on investment returns. BOOK SHARES; CERTIFICATES FOR SHARES Unless otherwise instructed by participants, participants will not receive certificates for shares acquired through their Plan Accounts. Ownership of these shares will be evidenced solely by book entry in the Plan records ("Book 13 Shares"). A participant, at any time or from time to time, may request in writing a certificate or certificates for a portion of the Book Shares held in his Plan Account; provided, however, that certificates may only be issued for whole shares of Common Stock. All requests will be processed promptly by the Administrator, and in no event later than thirty (30) days after the date on which the request is received, except where deferral is necessary under applicable state laws or regulations. Upon such a request the Administrator shall promptly send the requested certificate(s) by insured, First Class Mail to such participant. A Participant may at any time submit certificates for shares of common stock for safekeeping by the Administrator. Common Stock so surrendered will be allocable to a participant's Plan Account as Book Shares. Except for transfers described herein, Book Shares of Common Stock held in a participant's Plan Account may not be pledged or assigned. A participant who wishes to pledge or assign Book Shares must request from the Administrator that a certificate be issued and mailed to the participant and must thereafter pledge or assign such shares. MINIMUM PLAN ACCOUNT BALANCE Except for participants who were automatically enrolled in the Plan because they were investors in the Dividend Reinvestment Plan, participants must enroll with and maintain at least five (5) whole shares of Common Stock in their Plan Accounts. If a participant (other than a former Dividend Reinvestment Plan investor who was automatically enrolled in the Plan) does not maintain at least five (5) whole shares of Common Stock allocable to his Plan Account, participation in the Plan may be terminated by the Company in its discretion after written notice to the participant and the elapse of three (3) months during which the participant has an opportunity to purchase such additional shares of Common Stock as may be required to achieve the five (5) whole share minimum. Upon termination, such participant's Plan Account will be converted into a Record Account. Fractional shares will be liquidated and their cash value determined by prorating the price for whole shares sold in the open market for the Plan for the relevant sale date minus applicable deductions and/or withholdings required by law. A check for the value of the fractional share will be sent by First Class Mail to the participant at his address of record. REPORTS TO PARTICIPANTS Each participant will receive an annual Statement of Account showing all transactions for his Plan Account during the current year, the number of shares of Common Stock allocable to the Plan Account, and other information for the Plan Account. Participants who reinvest dividends will also receive quarterly Statements of Accounts. A transaction notice will be sent to participants following each Book Share transaction in their Plan Accounts. Participants should retain these Statements of Account and transaction notices in order to establish the cost basis, for tax purposes, of shares of Common Stock acquired under the Plan. Participants will receive copies of all communications sent generally to Amoco shareholders. This may include annual reports to shareholders, proxy material, consent solicitation material and Internal Revenue Service information, if appropriate, for reporting dividend income. All notices, Statements of Account, transaction notices and other communications from the Administrator to participants will be sent to the address of record; therefore, it is important that participants promptly notify the Administrator or the Company of any change of address. WITHDRAWALS FROM THE PLAN A participant may request to withdraw from Plan participation at any time. Unless otherwise instructed, the Administrator will transfer or reclassify all whole shares of Common Stock allocable to such participant's Plan Account to a Record Account. The Administrator will so notify the participant and mail by insured, First Class Mail the 14 appropriate stock certificates for all whole shares of Common Stock in the Plan Account to the participant at his address of record within thirty (30) days of receipt of the request. Participants terminating participation in the Plan will also receive a check for the cash value of any fractional share held in their Plan Accounts. The value of fractional shares will be determined by prorating the weighted average price of shares sold for relevant sale date minus applicable deductions and/or withholdings required by law. After participation in the Plan has been terminated, no further investments may be made without re- enrolling in the Plan. When withdrawing from the Plan, Participants may also sell all shares allocable to their Plan Accounts. Upon such request, the Administrator shall sell such shares in the manner described in "Purchase and Sale of Shares" and "Sale of Shares." Upon such a withdrawal the Administrator will remit to the Participant a check for the sale proceeds of shares in his Plan Account, minus the applicable service charges, expenses of sale, applicable deductions and/or withholdings required by law. The value of any fractional share so liquidated will be determined by prorating the weighted average price of shares sold for the relevant sale date. If the Administrator receives instructions for the transfer or sale of Plan shares in connection with a withdrawal from Plan participation on or after an Ex-Dividend Date but before the related dividend payment date, the sale or transfer will be processed without dividend rights to the transferee of the shares. As soon as practicable following receipt of the cash dividends allocable to such Plan Shares, the Administrator shall, in accordance with the participant's specified payment method (a) reinvest the cash dividend and sell the Plan Shares so purchased, remitting to the participant a check for the weighted average price of shares sold for the relevant date multiplied by the number of shares sold for the participant, less applicable deductions and/or withholdings required by law, or (b) transmit the cash dividends to the participant's Bank Account via electronic direct deposit. If the Administrator receives instructions from a participant withdrawing his participation in the Plan without the transfer or sale of any shares on or after the Ex-Dividend Date but before the related dividend payment date, the Plan withdrawal will be processed promptly and the shares allocable to the Plan Account will be reclassified as record shares. As soon as practicable following the receipt of the cash dividend funds allocable to the withdrawn shares, the Administrator, in accordance with the participant's specified dividend payment method, will arrange either (a) to reinvest the cash dividends and register the common stock so purchased as record shares, or (b) transmit the cash dividends to the participant via electronic direct deposit, or failing that by check. FEDERAL INCOME TAX CONSEQUENCES The Company believes the following is an accurate summary of the tax consequences of participation in the Plan as of the date of this Prospectus. This summary does not reflect every possible situation that could result from participation in the Plan, and, therefore, participants in the Plan are advised to consult their own tax advisors with respect to the tax consequences (including federal, state, local and other tax, including withholding laws) applicable to their particular situations. In general, the amount of all cash dividends paid by the Company is includable in income even though reinvested under the Plan. Under this general rule, the acquisition cost per share charged to a Plan Account for purchases made with dividend funds will be the sum of the weighted average price per share of the shares of Common Stock purchased in the open market with the dividend funds received by the Administrator for a given dividend payment date, plus the per share amount of the fees and expenses incurred by that Plan Account in effecting such purchase. At year-end, the Administrator will provide the participant with summary information for tax purposes. 15 The above rules may not be applicable to certain participants in the Plan, such as tax-exempt entities (e.g., pension funds and IRAs) and foreign shareholders. These particular participants should consult their own tax advisors concerning the tax consequences applicable to their situations. In the case of participants in the Plan whose dividends are subject to U.S. backup withholding, the Administrator will reinvest dividends less the amount of tax required to be withheld. In the case of foreign shareholders whose dividends are subject to U.S. federal tax withholding, the Administrator will reinvest dividends less the amount of tax required to be withheld. The filing of any documentation required to obtain a reduction in U.S. withholding tax will be the responsibility of the shareholder. For shares of Common Stock purchased directly from the Company the share acquisition cost will be the sum of the price charged by the Company for those shares plus the per share amount of any fees and expenses incurred by the Plan Account in making the purchase. For shares of Common Stock purchased in the open market with initial cash investment funds and/or optional cash investment funds the share acquisition cost will be the sum of the weighted average price per share of the shares of Common Stock purchased in the open market for the Plan on the relevant date, plus the per share amount of the fees and expenses incurred by the Plan Account in making the purchase. For open market dividend reinvestment purchases the share acquisition cost will be the sum of the weighted average price per share of Common Stock purchased in the open market with the dividend funds for the relevant dividend payment date, plus the per share amount of the fees and expenses incurred by the Plan Account in making the purchase. MISCELLANEOUS STOCK SPLITS, IN-KIND DISTRIBUTIONS AND RIGHTS OFFERINGS Any shares of Amoco Common Stock distributed as an in-kind distribution or a stock split will be held by the Administrator as Book Shares. The Administrator will credit to each Plan Account the number of Book Shares which represent the participant's proportionate interest in the Common Stock so distributed. In the event of a rights offering, a participant will receive rights based upon the total number of whole shares of Common Stock allocable to his Plan Account. In order to exercise any such right with respect to Book Shares held in a Plan Account, a participant must first request certificates for whole shares and then exercise the rights in accordance with the procedures for registered shareholders applicable to such rights. VOTING OF PROXIES/PARTICIPANTS AS SHAREHOLDERS A participant will have the exclusive right to vote all whole shares of Common Stock allocable to his Plan Account in person or by proxy. Shares of Common Stock allocable to a Plan Account will not be voted unless the participant or his proxy votes them. Fractional shares of Common Stock may not be voted. All participants will be recognized as shareholders of Amoco, including without limitation, for purposes of admission to the Company's shareholder meetings, voting and disposing of shares of Common Stock allocable to their Plan Accounts (except as to fractional shares), and the communications the Company sends from time to time to its shareholders and for purposes relating to business combinations and control share acquisition provisions of the Indiana Business Corporation Law. 16 LIMITATION OF LIABILITY The Plan provides that none of the Company, its directors, officers, employees or agents, the Administrator (including the Company if it is acting as such) or the Independent Agent will be liable for any act done in good faith or for the good faith omission to act in connection with the Plan, including, without limitation, any claim of liability arising out of failure to terminate a participant's Plan Account upon such participant's death prior to receipt of notice in writing of such death, or with respect to the prices at which shares of Common Stock are purchased or sold for the participant's Plan Account and the times when such purchases and sales are made. In addition, none of the Company, its directors, officers, employees or agents, the Administrator or the Independent Agent shall in any way be liable with respect to the price or performance of the Common Stock held for the Plan or for the payment or amount of any future dividends on Common Stock. The foregoing does not represent a waiver of any rights a participant may have under applicable securities laws. INTERPRETATION AND REGULATION OF THE PLAN The officers of the Company are authorized to take such actions to carry out the Plan as may be consistent with the Plan's terms and conditions. The Company reserves the right to interpret and regulate the Plan as the Company deems desirable or necessary in connection with the Plan's operations. GOVERNING LAW The Plan shall be construed, regulated and administered in accordance with the laws of the State of Illinois. CHANGE OR TERMINATION OF THE PLAN The Company may, at any time and from time to time, at its sole option, modify or terminate the Plan, in whole, in part or in respect of participants in one or more jurisdictions, without the approval of participants, provided, however, no such amendment shall result in a distribution to the Company of any amount allocable to a Plan Account of any participant. Upon any whole or partial termination of the Plan, the Plan Accounts of all affected participants will be converted each individually to Record Accounts. The Administrator will send each affected participant prior written notice of such Plan termination and of the conversion of Plan Accounts to Record Accounts. Fractional shares in Plan Accounts will be liquidated and their cash value determined by prorating the price of whole shares sold in the open market for the Plan for the relevant sale date minus applicable deductions and/or withholdings required by law. A check for the value of the fractional share will be sent by First Class Mail to the participant at his address of record. Dividends paid thereafter on shares in Record Accounts shall be transmitted via check, or where electronic direct deposit was the preferred payment method for the former Plan Account, via electronic funds transfer. In the event the participant advises the Administrator of his desire to sell or transfer all or a portion of the Common Stock allocable to his Plan Account upon the Company's termination of the entire Plan or of his Plan Account, he may do so pursuant to the general requirements for sale of shares. (See "Purchase and Sale of Shares" and "Sale of Shares.") REGISTRATION OF COMMON STOCK FOR THE PLAN Shares of Common Stock purchased by the Administrator for participants will be recorded as Book Shares on Plan records and will be registered on the stock records of the Company in the name of the nominee of the Administrator, who in holding such shares acts as trustee. A participant may at any time submit certificates for shares of Common Stock for safekeeping by the Administrator. Common Stock represented by certificates forwarded to the 17 Administrator for surrender will be allocable to the participant's Plan Account as Book Shares. Shares which will be allocable to a participant's Plan Account but for which the participant holds certificates will be registered in the participant's name on the Company's stock records. DESCRIPTION OF CAPITAL STOCK The authorized capital stock of the Company consists of 800,000,000 shares of Common Stock, 50,000,000 shares of voting preferred stock and 50,000,000 shares of non-voting preferred stock. The description of the Common Stock is incorporated by reference into this Prospectus. See "Incorporation of Certain Documents" for information on how to obtain a copy of this description. No shares of preferred stock are currently outstanding. As of September 30, 1995, there were 496,769,331 shares of Common Stock issued and outstanding. EXPERTS The consolidated financial statements incorporated in this Prospectus by reference to the Amoco April 5, 1995 Form 8-K have been so incorporated in reliance on the report of Price Waterhouse LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. LEGAL OPINIONS Certain legal matters in connection with the Common Stock offered hereby have been passed upon for the Company by J. E. Klewin, Attorney, Amoco Corporation. Ms. Klewin owns shares of Common Stock, both directly and as a participant in various employee benefit plans, and she is eligible to participate in the Plan. 18 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- No dealer, salesman or other person has been authorized to give any information or to make any representations in connection with this offering other than those contained in this Prospectus, and, if given or made, such information or representations must not be relied upon as having been authorized by the Company. This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any of the securities offered hereby in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company or of the Plan since the date of this Prospectus or that the information set forth herein is correct as of any time subsequent to the date hereof or the date of filing of any documents incorporated by reference herein. ______________________ TABLE OF CONTENTS PAGE ---- PROSPECTUS AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 INCORPORATION OF CERTAIN DOCUMENTS . . . . . . . . . . . . . . . . . . . . . . 4 THE COMPANY AND ITS SUBSIDIARIES . . . . . . . . . . . . . . . . . . . . . . . 5 RECENT DEVELOPMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 APPLICATION OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 AMOCO INVESTOR ACCESS PLAN DESCRIPTION . . . . . . . . . . . . . . . . . . . . 6 DESCRIPTION OF CAPITAL STOCK . . . . . . . . . . . . . . . . . . . . . . . . .18 EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18 LEGAL OPINIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- [AMOCO LOGO] AMOCO CORPORATION 5,000,000 Shares Common Stock (WITHOUT PAR VALUE) ------------------- P R O S P E C T U S ------------------- AMOCO INVESTOR ACCESS PLAN October 30, 1995 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.* Registration Fee. . . . . . . . . . . . . . . . . . . . . . $ 110,884 --------- Printing and Engraving. . . . . . . . . . . . . . . . . . . 31,000 --------- Fees of Accountants . . . . . . . . . . . . . . . . . . . . 5,000 --------- Blue Sky Fees and Expenses. . . . . . . . . . . . . . . . . 30,000 --------- Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . 20,000 --------- $ 196,884 --------- ---------
____________________ * All amounts, other than the registration fee, are estimated and are subject to future contingencies. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Article VIII of Amoco's By-Laws provides for indemnification of officers, directors, and others to the extent permitted by the Indiana Business Corporation Law. Amoco maintains insurance policies under which officers, directors, and others may be indemnified against certain losses arising from certain claims, including claims under the Securities Act of 1933. ITEM 16. EXHIBITS. See Index to Exhibits on page II-5. ITEM 17. UNDERTAKINGS. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (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 this registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement; provided, however, that the undertakings set forth in paragraphs (1)(i) and (1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section II-1 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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. The Company hereby further undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this 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 Securities Act of 1933 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 a registrant of expenses incurred or paid by a director, officer or controlling person of such 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. II-2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 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 October 30, 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 by the following persons in the capacities indicated on October 30, 1995. Signature Title --------- ------ H. LAURANCE FULLER * Chairman of the Board, ---------------------------------- President, Chief Executive (H. Laurance Fuller) Officer and Director (Principal Executive Officer) JOHN L. CARL * Executive Vice President and ---------------------------------- Chief Financial Officer (John. L. Carl) (Principal Financial Officer) JOHN R. REID * Vice President and Controller ---------------------------------- (Principal Accounting Officer) (John R. Reid) L. D. THOMAS * Vice Chairman and Director ---------------------------------- (L. D. Thomas) D. R. BEALL * Director ---------------------------------- (D. R. Beall) II-3 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) Director ---------------------------------- (F. A. Maljers) ROBERT H. MALOTT * Director ---------------------------------- (Robert H. Malott) WALTER E. MASSEY * Director ---------------------------------- (Walter 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) II-4 INDEX TO EXHIBITS Exhibit No. Exhibit - ----------- ------- 4(a) Amoco Investor Access Plan 4(b) Administration Agreement dated _________, 1995 between Amoco Corporation and the First Chicago Trust Company of New York. 4(c) Trust Agreement dated ____, 1995 between Amoco Corporation and the First Chicago Trust Company of New York 5 Opinion of J. E. Klewin, counsel for Amoco Corporation 23(a) Consent of Price Waterhouse, LLP 23(b) Consent of J. E. Klewin (included in Exhibit 5) 24 Powers of Attorney II-5 EX-4.(A) 2 EXHIBIT 4(A) Exhibit 4(a) AMOCO INVESTOR ACCESS PLAN TABLE OF CONTENTS ARTICLE I - Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Administrator . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Bank Account. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Book Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Business Day. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Certificated Share. . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Common Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Company Sale Price. . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Dividend. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Dividend Payment Date . . . . . . . . . . . . . . . . . . . . . . . . . 2 Dividend Reinvestment . . . . . . . . . . . . . . . . . . . . . . . . . 2 DRIP. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Electronic Funds Transfer Instruction . . . . . . . . . . . . . . . . . 2 Enrollment Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Exchange Act. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Ex-Dividend Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Foreign Person. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Independent Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Ineligible Funds. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Initial Cash Investment . . . . . . . . . . . . . . . . . . . . . . . . 3 Investment Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Market Sale Price . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Newly-Issued Common Stock . . . . . . . . . . . . . . . . . . . . . . . 3 Open Market . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Optional Cash Investment. . . . . . . . . . . . . . . . . . . . . . . . 3 Participant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Person. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Plan Account. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Plan Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Prospectus. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Record Account. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Record Shareholder. . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Record Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Reinvesting Account . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Reinvestment Fund . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Share Acquisition Cost. . . . . . . . . . . . . . . . . . . . . . . . . 5 Statement of Account. . . . . . . . . . . . . . . . . . . . . . . . . . 5 Street Name Beneficial Owner. . . . . . . . . . . . . . . . . . . . . . 5 Surrendered Certificates. . . . . . . . . . . . . . . . . . . . . . . . 5 Transaction Request . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Trust Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 ARTICLE II - Enrollment, Investment, and Dividend Payment Election . . . . . 6 Section 2.1 Eligibility . . . . . . . . . . . . . . . . . . . . . . . . 6 Section 2.2 Enrollment and Initial Investment . . . . . . . . . . . . . 6 Section 2.2-1 General Procedure. . . . . . . . . . . . . . . . . . 6 Section 2.2-2 DRIP Participants. . . . . . . . . . . . . . . . . . 6 Section 2.3 Optional Deposits of Common Stock . . . . . . . . . . . . . 6 Section 2.4 Optional Cash Investments . . . . . . . . . . . . . . . . . 7 Section 2.5 Investment Via Electronic Debit . . . . . . . . . . . . . . 7 Section 2.6 Dividend Payment Method . . . . . . . . . . . . . . . . . . 7 Section 2.7 Minimum Account Balance . . . . . . . . . . . . . . . . . . 8 Section 2.8 Plan Treatment of Record Shares . . . . . . . . . . . . . . 8 ARTICLE III - Common Stock Purchase Procedures . . . . . . . . . . . . . . . 8 Section 3.1 Initial Cash Investments and Optional Cash Investments. . . 8 Section 3.1-1 Newly-Issued Common Stock. . . . . . . . . . . . . . 8 Section 3.1-2 Common Stock Purchased in the Open Market. . . . . . 8 Section 3.2 Dividend Reinvestment . . . . . . . . . . . . . . . . . . . 9 Section 3.2-1 General. . . . . . . . . . . . . . . . . . . . . . . 9 Section 3.2-2 Newly-Issued Common Stock. . . . . . . . . . . . . . 9 Section 3.2-3 Common Stock Purchased in the Open Market. . . . . . 9 ARTICLE IV - Sales, Transfers, Withdrawals and Termination . . . . . . . . . 9 Section 4.1 Transfer of Plan Shares . . . . . . . . . . . . . . . . . . 9 Section 4.1-1 Sales. . . . . . . . . . . . . . . . . . . . . . . . 10 Section 4.1-2 All Transfers. . . . . . . . . . . . . . . . . . . . 10 Section 4.2 Gifts within the Plan . . . . . . . . . . . . . . . . . . . 10 Section 4.2-1 Gifts. . . . . . . . . . . . . . . . . . . . . . . . 10 Section 4.2-2 Transferee Already a Participant . . . . . . . . . . 10 Section 4.2-3 Transferee not a Participant . . . . . . . . . . . . 10 Section 4.3 Participant Request to Withdraw from Plan Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 ARTICLE V - Investment Procedures and Accounting . . . . . . . . . . . . . . 11 Section 5.1 Registration of Common Stock under the Plan . . . . . . . . 11 Section 5.2 Commingling of Assets . . . . . . . . . . . . . . . . . . . 11 Section 5.3 Statements of Account . . . . . . . . . . . . . . . . . . . 11 Section 5.4 Stock Splits, In-Kind Distributions and Rights Offerings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Section 5.5 Timing of Investments and Sales . . . . . . . . . . . . . . 12 Section 5.5-1 Sales. . . . . . . . . . . . . . . . . . . . . . . . 12 Section 5.5-2 Investments and Return of Uninvested Funds . . . . . 12 Section 5.5-3 No Interest. . . . . . . . . . . . . . . . . . . . . 12 Section 5.5-4 Interrupted Investment Activity. . . . . . . . . . . 12 Section 5.6 Timely Receipt of Instructions. . . . . . . . . . . . . . . 12 Section 5.6-1 Instruction to Cancel or Modify Initial Cash Investment or Optional Cash Investment . . . . . . . . . . . . . 12 Section 5.6-2 Dividend Payment Method Change . . . . . . . . . . . 13 Section 5.6-3 Ex-Dividend Date and Instructions to Transfer or Sell. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Section 5.6-4 Ex-Dividend Date and Withdrawal from Plan. . . . . . 13 Section 5.6-5 Cancellation of Instruction to Sell or Transfer. . . 13 Section 5.7 Requests for Certificates . . . . . . . . . . . . . . . . . 13 Section 5.8 Fractional Plan Shares. . . . . . . . . . . . . . . . . . . 14 Section 5.9 Telephone Calls . . . . . . . . . . . . . . . . . . . . . . 14 Section 5.10 Tax Consequences . . . . . . . . . . . . . . . . . . . . . 14 ARTICLE VI - Participants as Shareholders. . . . . . . . . . . . . . . . . . 14 Section 6.1 Shareholders. . . . . . . . . . . . . . . . . . . . . . . . 14 Section 6.2 Communications and Voting . . . . . . . . . . . . . . . . . 14 Section 6.3 Solicitation. . . . . . . . . . . . . . . . . . . . . . . . 15 ARTICLE VII - Plan Administration. . . . . . . . . . . . . . . . . . . . . . 15 Section 7.1 Rules and Regulations . . . . . . . . . . . . . . . . . . . 15 Section 7.2 Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Section 7.3 No Control. . . . . . . . . . . . . . . . . . . . . . . . . 15 Section 7.4 Source of Common Stock. . . . . . . . . . . . . . . . . . . 15 Section 7.5 Open Market Transactions . . . . . . . . . . . . . . . . . 16 Section 7.6 Termination of a Plan Account by the Company. . . . . . . . 16 Section 7.7 Modification and Termination of the Plan by the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Section 7.8 Sale Upon Plan or Plan Account Termination. . . . . . . . . 16 ARTICLE VIII - Selection and Role of Administrator and Independent Agent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Section 8.1 Selection of an Administrator . . . . . . . . . . . . . . . 16 Section 8.2 Authority and Duties of Administrator . . . . . . . . . . . 17 Section 8.3 Selection of Independent Agent. . . . . . . . . . . . . . . 17 Section 8.4 Authority and Duties of Independent Agent . . . . . . . . . 17 ARTICLE IX - Miscellaneous Provisions. . . . . . . . . . . . . . . . . . . . 17 Section 9.1 Governing Law . . . . . . . . . . . . . . . . . . . . . . . 17 Section 9.2 Agreement by Participants . . . . . . . . . . . . . . . . . 17 Section 9.3 Headings. . . . . . . . . . . . . . . . . . . . . . . . . . 17 Section 9.4 Absence of Guarantee. . . . . . . . . . . . . . . . . . . . 17 Section 9.5 Liability . . . . . . . . . . . . . . . . . . . . . . . . . 18 Section 9.6 No Assignment . . . . . . . . . . . . . . . . . . . . . . . 18 AMOCO INVESTOR ACCESS PLAN Amoco Corporation, an Indiana corporation (the "Company"), hereby establishes the Amoco Investor Access Plan (the "Plan") as a replacement for its existing Automatic Dividend Reinvestment Plan for Shareholders of Amoco Corporation ("DRIP") which has been in existence since 1973; and WHEREAS, the purpose of the Plan is to provide interested investors and holders of Amoco Corporation Common Stock a convenient means of investing in the Company through new investments in Amoco Corporation Common Stock and through the regular reinvestment of cash dividends paid on Common Stock; NOW, THEREFORE: ARTICLE I - DEFINITIONS The terms defined in this Article I shall, for all purposes of this Plan, have the meanings set forth below. A pronoun in the masculine gender includes the feminine gender, and the singular includes the plural, unless the context clearly indicates otherwise. ADMINISTRATOR The term "Administrator" shall mean the individual (who may be an employee of the Company), bank, trust company or other entity (including the Company) appointed from time to time by the Company to act as the Administrator of the Plan and as Trustee for the Common Stock purchased for the Plan, the Plan Shares held for Participants, and all funds received for investment under the Plan. BANK ACCOUNT The term "Bank Account" shall mean the account at any bank, savings or other financial institution for which a Participant has provided an effective Electronic Funds Transfer Instruction directing the Company or the Administrator to credit funds to and/or debit funds from such account. BOOK SHARES The term "Book Shares" shall mean a Participant's proportionate interest in the shares of Common Stock held in nominee name by the Administrator for the Plan, as to which the Participant's ownership is evidenced solely by book entry in Plan records, and not by any certificate. BUSINESS DAY The term "Business Day" shall mean any weekday on which the Administrator conducts normal business operations, exclusive of federal banking holidays. CERTIFICATED SHARE The term "Certificated Share" shall mean a share of Common Stock for which a valid certificate is outstanding. COMMON STOCK The term "Common Stock" shall mean the common stock, without par value, of the Company. 1 COMPANY As defined in the introduction to the Recitals. COMPANY SALE PRICE The term "Company Sale Price" shall mean the average of the high and low per share sales prices of Common Stock, as reported on the New York Stock Exchange Composite Tape and published in The Wall Street Journal. In the absence of actual knowledge of inaccuracy, the Administrator may rely upon such prices as published in The Wall Street Journal. Provided, however, in the event no trading for Common Stock is so reported for a given trading date, the Company Sale Price for such shares of Common Stock shall be the average of the high and low sales prices of Common Stock for the most recent preceding Business Day for which trading in Common Stock was reported on the New York Stock Exchange Composite Tape. The Company Sale Price shall be fixed for Initial Cash Investment purchases and Optional Cash Investment purchases on the relevant Investment Date, and it shall be fixed for Dividend Reinvestment purchases on the relevant Dividend Payment Date. In the event that the Dividend Payment Date is not a Business Day, the Company Sale Price shall be determined as of the next succeeding Business Day. DIVIDEND The term "Dividend" shall mean cash dividends paid on Common Stock. DIVIDEND PAYMENT DATE The term "Dividend Payment Date" shall mean the date on which a Dividend is paid. DIVIDEND REINVESTMENT The term "Dividend Reinvestment" shall mean the purchase of Common Stock with the Dividends received by the Administrator for Reinvesting Accounts for credit as Plan Shares to Reinvesting Accounts. DRIP As defined in the introduction to the Recitals. ELECTRONIC FUNDS TRANSFER INSTRUCTION The term "Electronic Funds Transfer Instruction" shall mean the documentation that the Company or Administrator shall require to be completed and received prior to taking electronic debits from and/or making electronic credits to a Bank Account. ENROLLMENT FORM The term "Enrollment Form" shall mean the documentation required prior to participation in the Plan or at anytime as the Administrator or the Company may require to complete or update Plan records. EXCHANGE ACT The term "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. EX-DIVIDEND DATE The term "Ex-Dividend Date" shall mean the date as of which the New York Stock Exchange lists the Common Stock as being subject to transfer without dividend rights to the transferee. 2 FOREIGN PERSON The term "Foreign Person" shall mean a Person that is a citizen or resident of, or is organized or incorporated under, or has its principal place of business in, a country other than the United States, its territories and possessions. INDEPENDENT AGENT The term "Independent Agent" shall mean an agent independent of the Company who satisfies applicable legal requirements (including without limitation the requirements of Rule 10b-6 and Rule 10b-18 promulgated under the Exchange Act) and who has been selected by the Administrator, pursuant to Section 8.3 hereof, to serve as an Independent Agent for purposes of making Open Market purchases and sales of Common Stock for the Plan. INELIGIBLE FUNDS The term "Ineligible Funds" shall mean as of any date with respect to any Initial Cash Payments, Optional Cash Investments, and Dividends received or held by the Administrator from or on behalf of any Participant, any portion of such funds which the Administrator is required to return to such Participant pursuant to Section 5.5-2 or Section 5.6-1 hereof as of such date. INITIAL CASH INVESTMENT As defined in Section 2.2-1 hereof. INVESTMENT DATE The term "Investment Date" shall mean the date selected by the Administrator, or by the Independent Agent if the Company is the Administrator, as of which shares of Common Stock are purchased for the Plan with Initial Cash Investment funds and/or Optional Cash Investment funds, either in the Open Market or as Newly- Issued Common Stock. MARKET SALE PRICE The term "Market Sale Price" shall mean the price credited to a given Plan Account for the sale of Common Stock, and shall be the sum of the weighted average price per share of the shares of Common Stock sold in the Open Market for the Plan on the relevant sale date, minus the per share amount of the fees and expenses incurred by the subject Plan Account in effecting such sale. NEWLY-ISSUED COMMON STOCK The term "Newly-Issued Common Stock" shall mean shares of Common Stock issued by the Company and shall exclude Common Stock purchased in the Open Market. OPEN MARKET The term "Open Market" shall mean any securities exchange on which the Common Stock is traded, the over-the-counter market, or negotiated transactions, excluding transactions with the Company or its affiliates. OPTIONAL CASH INVESTMENT As defined in Section 2.4 hereof. PARTICIPANT The term "Participant" shall mean (a) any person who has met the requirements of Sections 2.1 and 2.2-1 regarding enrollment and investment and has not revoked such elections, and (b) any investor 3 participating in the DRIP as of the date the Plan first becomes effective, unless such investor has timely delivered the notice contemplated by Section 2.2-2 hereof. PERSON The term "Person" shall mean any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, estate or unincorporated organization. PLAN As defined in the introduction to the Recitals. PLAN ACCOUNT The term "Plan Account" shall mean, as to any Participant, the account maintained by the Administrator and/or Company recording his Plan Shares and any cash held by the Administrator pending investment or return to such Participant. PLAN SHARES The term "Plan Shares" shall mean, as to any Participant, (a) Certificated Shares held in such Participant's name on the stock records of the Company and credited to his Plan Account and (b) Book Shares held in such Participant's Plan Account. PROSPECTUS The term "Prospectus" shall mean the document describing the terms of the Plan and other matters and titled "Amoco Investor Access Plan Prospectus," as it may be amended from time to time, to be provided to interested parties and all Participants by the Company, the Administrator, or the Independent Agent. RECORD ACCOUNT The term "Record Account" shall mean any shareholder account on the Company's stock records reflecting Common Stock ownership, excluding all Plan Accounts. RECORD DATE The term "Record Date" shall mean the date established by the Company's Board of Directors to determine Record Shareholders and Plan Participants for the purpose designated by the Board of Directors at the time, such as declaration of a Dividend or the voting of Common Stock. RECORD SHAREHOLDER The term "Record Shareholder" shall mean the Person whose name and taxpayer identification or social security number, where applicable, are recorded in a Record Account. RECORD SHARES The term "Record Shares" shall mean all shares of Common Stock credited to a Record Account. REINVESTING ACCOUNT The term "Reinvesting Account" shall mean a Plan Account (a) for which the Participant has explicitly elected Dividend Reinvestment, or (b) for which the Participant has not submitted an Electronic Funds Transfer Instruction, or (c) for which the most recently submitted Electronic Funds Transfer Instruction was not valid or usable. 4 REINVESTMENT FUND The term "Reinvestment Fund" shall mean the total amount of Dividends allocable to Reinvesting Accounts for a given Dividend Payment Date, less applicable withholdings and deductions required by law, and paid by the Company to the Administrator on behalf of such Reinvesting Accounts. SHARE ACQUISITION COST In the case of all purchases of Newly-Issued Common Stock, the term "Share Acquisition Cost" shall mean the acquisition cost per share incurred by a given Plan Account, and shall be the sum of the Company Sale Price for the relevant date plus the per share amount of the fees and expenses incurred by the subject Plan Account in effecting such purchase. In the case of purchases with Initial Cash Investment funds and/or Optional Cash Investment funds in the Open Market, the term "Share Acquisition Cost" shall mean the acquisition cost per share incurred by a given Plan Account, and shall be the sum of the weighted average price per share of the shares of Common Stock purchased in the Open Market for the Plan on the relevant Investment Date, plus the per share amount of the fees and expenses incurred by the subject Plan Account in effecting such purchase. In the case of Dividend Reinvestment purchases in the Open Market, the term "Share Acquisition Cost" shall mean the acquisition cost per share incurred by a given Reinvesting Account, and shall be the sum of the weighted average price per share of the shares of Common Stock purchased in the Open Market with the Reinvestment Fund for a given Dividend Payment Date, plus the per share amount of the fees and expenses incurred by the subject Reinvesting Account in effecting such purchase. STATEMENT OF ACCOUNT The term "Statement of Account" shall mean a quarterly or yearly written statement prepared by the Company or the Administrator reflecting Plan Account information or activity for the stated period. STREET NAME BENEFICIAL OWNER The term "Street Name Beneficial Owner" shall mean any Person other than a Participant who has voting and/or dispositive authority over shares of Common Stock registered on the Company's stock records, not in his name, but in the name of a third party bank, broker, nominee, or trustee. SURRENDERED CERTIFICATES The term "Surrendered Certificates" shall mean certificates for Common Stock sent to the Administrator or the Company and thereupon cancelled. TRANSACTION REQUEST The term "Transaction Request" shall mean the documentation that the Administrator shall require to be completed and received prior to a Participant's gift, sale, or transfer of Plan Shares, the provision of certificates, or withdrawal from Plan participation. The term shall include electronic and voice transaction requests acceptable to the Administrator and/or the Company. TRUST AGREEMENT The term "Trust Agreement" shall mean that certain Trust Agreement dated as of ___________, 199_ between the Company and the First Chicago Trust Company of New York, as amended from time to time. 5 ARTICLE II - ENROLLMENT, INVESTMENT, AND DIVIDEND PAYMENT ELECTION SECTION 2.1 ELIGIBILITY Any Person, whether or not a Record Shareholder, may apply to participate in the Plan; provided, however, that if he is a Foreign Person, he must upon request warrant to the Administrator that his participation in the Plan would not violate local laws applicable to the Company, the Plan or such Foreign Person. SECTION 2.2 ENROLLMENT AND INITIAL INVESTMENT SECTION 2.2-1 GENERAL PROCEDURE A Person may elect to participate in the Plan by completing and returning to the Administrator a completed Enrollment Form together with any applicable enrollment fee, and (a) in the case of a Record Shareholder, designating a Record Account to be converted into a Plan Account and submitting a certificate for five (5) or more shares of Common Stock to the Administrator accompanied by such documentation and stock powers as the Administrator may require or, (b) in the case of any Person, by making an Initial Cash Investment of an amount equal to at least $450 but not to exceed $150,000, by personal check or money order payable to the Plan Administrator, (such initial cash payment is herein referred to as an "Initial Cash Investment"). A Street Name Beneficial Owner may enroll in the Plan by having a minimum of five (5) shares of Common Stock registered in his own name and then following the Record Shareholder procedure set forth in (a) above. Only entire Record Accounts may be converted into Plan Accounts; partial conversion of Record Accounts is not permitted. SECTION 2.2-2 DRIP PARTICIPANTS Any investor participating in the DRIP as of the date the Plan first becomes effective will be enrolled in the Plan automatically, without submitting an Enrollment Form or paying any enrollment fee, unless the DRIP investor has notified the Company or the Administrator within the time period designated that he does not desire to be a Participant. Absent delivery of such notice, all shares of Common Stock attributable to a DRIP participant under the DRIP will automatically be deemed to be Plan Shares, without regard to whether the Participant submits certificates for such shares to the Administrator, and, to the extent any such shares are held by First Chicago Trust Company of New York under the terms of the DRIP, they will be delivered to the Administrator as of the date the Plan first becomes effective and credited to the Plan Account of the applicable Participant. SECTION 2.3 OPTIONAL DEPOSITS OF COMMON STOCK After the establishment of a Plan Account as provided in Section 2.2, a Participant may deposit any number of additional Record Shares over which he has dispositive authority into his existing Plan Account, by delivering the certificate(s) representing such shares and such documentation as the Administrator may require. A Street Name Beneficial Owner who is also a Participant may deposit additional shares of Common Stock to his Plan Account by having the shares registered in his own name and submitting the certificate(s) representing such shares and necessary documentation to the Administrator. 6 SECTION 2.4 OPTIONAL CASH INVESTMENTS A Participant may elect to make occasional or ongoing cash payments to the Plan for the purchase of additional Plan Shares at any time or from time to time by personal check or money order payable to the Plan Administrator, or by electronic funds transfer under Section 2.5 to the Administrator (such optional cash payment is herein referred to as an "Optional Cash Investment"); provided, however, that such Optional Cash Investment must be accompanied by, or in the case of electronic funds transfer, preceded by, documentation acceptable to the Administrator. Any Participant who elects to make Optional Cash Investments must invest at least $50 for any single investment. In any calendar year, the sum of any Initial Cash Investment made that year plus all Optional Cash Investments made that year shall not exceed $150,000. In the event that a check is returned because of insufficient funds to cover the check, a fee shall be charged to the Participant per published fee schedules, and the Administrator shall so advise the Participant. SECTION 2.5 INVESTMENT VIA ELECTRONIC DEBIT A Participant may elect to have Optional Cash Investments transmitted to the Administrator via electronic debit from his Bank Account. The Participant must first complete and return to the Administrator a valid, usable Electronic Funds Transfer Instruction. A Participant may thereafter change his Bank Account by delivering a new, completed valid and usable Electronic Funds Transfer Instruction to the Administrator. A Participant's Bank Account will be debited three (3) Business Days prior to the scheduled Investment Date. In the event that at any time the designated electronic transfer route or Bank Account proves unusable for any reason, the Company or the Administrator shall so advise the Participant of the failed transmission and of the Administrator's resulting inability to execute the transaction requested. For each such debit, the Bank Account will also be debited a service charge per published fee schedules. In the event that a debit fails because the Bank Account lacks sufficient funds to cover the requested debit, a separate fee shall be charged to the Participant per published fee schedules, and the Administrator shall so advise the Participant. SECTION 2.6 DIVIDEND PAYMENT METHOD Absent any written instruction from a Participant to the contrary, all Dividends paid by the Company on Plan Shares will be reinvested in additional shares of Common Stock and credited as Plan Shares to the appropriate Reinvesting Accounts, pursuant to the provisions of the Plan. A Participant may however elect to have the Dividends allocable to his Plan Shares sent by electronic funds transfer to his Bank Account by completing, signing and returning to the Company a valid, usable Electronic Funds Transfer Instruction. A Participant may change his Bank Account by delivering a new, valid and usable Electronic Funds Transfer Instruction to the Company. In the event that the designated electronic funds transfer route or Bank Account identification proves unusable for any reason, the Company shall mail a check for the subject Dividend via First Class Mail to the Participant's address of record with an advice of the failed transmission and of the Company's resulting inability to execute the deposit of Dividend funds. Until the Participant provides a valid, usable Electronic Funds Transfer Instruction, the Administrator shall employ Dividend Reinvestment for all Dividends allocable to the subject Plan Shares and the relevant Plan Account shall thereafter be deemed a Reinvesting Account. Except as described in this Plan, Dividends allocable to Plan Shares will not be paid by check. 7 SECTION 2.7 MINIMUM ACCOUNT BALANCE A Plan Account must contain at least five (5) integral Plan Shares at all times. In the event that a Plan Account balance falls below this minimum for any reason, the Company in its discretion may terminate the Plan Account pursuant to the provisions of Section 7.7. Provided, however, that Participants who were previously investors participating in the DRIP as of the date the Plan first became effective will be exempt from this requirement of a five (5) share minimum. SECTION 2.8 PLAN TREATMENT OF RECORD SHARES All Record Shares acquired by a Participant outside of the Plan, before or after the establishment of his Plan Account, that are recorded on the stock records of the Company in the same name as such Participant's Plan Account, shall automatically be treated as Plan Shares, without regard to whether the Participant surrenders any certificates for such shares or submits a separate Enrollment Form for such shares to the Administrator. ARTICLE III - COMMON STOCK PURCHASE PROCEDURES SECTION 3.1 INITIAL CASH INVESTMENTS AND OPTIONAL CASH INVESTMENTS Initial Cash Investments and Optional Cash Investments shall be invested in either Newly-Issued Common Stock or in Common Stock purchased in the Open Market. SECTION 3.1-1 NEWLY-ISSUED COMMON STOCK For an Investment Date with respect to which the Company elects to issue and sell Newly-Issued Common Stock to the Plan, the Company shall issue to the Administrator upon the Company's receipt of the funds described herein an integral number of shares of Common Stock equal to (a) the amount of Initial Cash Investment funds and Optional Cash Investment funds received by the Administrator from Participants for such investment, minus any Ineligible Funds and applicable fees and expenses, divided by (b) the Company Sale Price for such Investment Date. The Administrator shall credit to the Plan Account of each investing Participant for such Investment Date the number of Book Shares which represent the Participant's proportionate interest in the Common Stock so purchased. The total cost incurred by the Plan Account for this purchase will be the Share Acquisition Cost times the number of Book Shares so credited. SECTION 3.1-2 COMMON STOCK PURCHASED IN THE OPEN MARKET For an Investment Date with respect to which the Company elects to effect the investment of Optional Cash Investments and Initial Cash Investments through purchases of shares of Common Stock in the Open Market, the Administrator shall (if it is an Independent Agent), or shall cause an Independent Agent to, purchase an integral number of shares of Common Stock equal to (a) the amount of Initial Cash Investment funds and Optional Cash Investment funds received by the Administrator from Participants for such investment, less any Ineligible Funds and any applicable fees and expenses, divided by (b) the weighted average purchase price of all shares of Common Stock purchased in the Open Market for the Plan on the relevant Investment Date. The Administrator shall credit to the Plan Account of each investing Participant for such Investment Date the number of Book Shares which represent the Participant's proportionate 8 interest in the Common Stock so purchased. The total cost incurred by the Plan Account for this purchase will be the Share Acquisition Cost times the number of Book Shares so credited. SECTION 3.2 DIVIDEND REINVESTMENT Dividend Reinvestment shall be administered as provided in this Section 3.2. SECTION 3.2-1 GENERAL On or before each Dividend Payment Date, pursuant to its established practice, the Company shall remit to the Administrator the Reinvestment Fund for investment on behalf of Reinvesting Accounts in either Newly- Issued Common Stock or in Common Stock purchased in the Open Market. SECTION 3.2-2 NEWLY-ISSUED COMMON STOCK As to any Dividend with respect to which the Company elects to sell Newly- Issued Common Stock to the Plan in order to effect Dividend Reinvestment, upon the Company's receipt of the funds described herein, the Company shall issue to the Administrator an integral number of shares of Common Stock equal to (a) the amount of the Reinvestment Fund for the relevant Dividend Payment Date minus any applicable fees and expenses, divided by (b) the Company Sale Price for the relevant Dividend Payment Date. The Administrator shall credit to each Reinvesting Account the number of Book Shares which represent the subject Participant's proportionate interest in the Common Stock so purchased. The total cost incurred by the Plan Account for this purchase will be the Share Acquisition Cost times the number of Book Shares so credited. SECTION 3.2-3 COMMON STOCK PURCHASED IN THE OPEN MARKET As to any Dividend with respect to which the Company elects to purchase shares of Common Stock in the Open Market to effect Dividend Reinvestment, the Administrator shall (if it is an Independent Agent), or shall cause an Independent Agent to, purchase an integral number of shares of Common Stock in the Open Market equal to (a) the amount of the Reinvestment Fund for the relevant Dividend Payment Date minus any applicable fees and expenses, divided by (b) the weighted average price per share of the shares of Common Stock purchased in the Open Market with the Reinvestment Fund for a given Dividend Payment Date. The Administrator shall credit to each Reinvesting Account the number of Book Shares which represent the subject Participant's proportionate interest in the Common Stock so purchased. The total cost incurred by the Plan Account for this purchase will be the Share Acquisition Cost times the number of Book Shares so credited. ARTICLE IV - SALES, TRANSFERS, AND WITHDRAWALS SECTION 4.1 TRANSFER OF PLAN SHARES A Participant may request, at any time, that all or a portion of the whole shares of Common Stock allocable to his Plan Account be sold or transferred, by delivering to the Administrator a completed Transaction Request. Gifts will be administered according to the special instructions set forth in Section 4.2. 9 SECTION 4.1-1 SALES The Administrator shall forward sale instructions from Participants to the Independent Agent. The Independent Agent shall make such sales pursuant to the provisions of Section 5.5 and in accordance with general commercial law, stock transfer requirements, and federal and state securities laws. As soon as practicable following the receipt of proceeds from any resulting sale, the Administrator shall mail by First Class Mail to such Participant at his address of record a Statement of Account and a check for the Market Sale Price for the relevant trading day multiplied by the number of shares of Common Stock so sold, less any applicable deductions and/or withholdings required by law. The Administrator shall promptly mail by First Class Mail to such Participant at his address of record a transaction notice for such sale. SECTION 4.1-2 ALL TRANSFERS The Administrator shall promptly mail by First Class Mail to such Participant at his address of record any certificate for Record Shares which may belong to the Participant as a result of any requested transfer transaction. Fractional Plan Shares may be transferred from one Plan Account to another only if at the same time the transferor Participant is withdrawing from Plan participation or the Company is terminating his entire Plan Account. SECTION 4.2 GIFTS WITHIN THE PLAN SECTION 4.2-1 GIFTS A Participant may elect to transfer to the Plan Account of another Participant (a) any number of Plan Shares, or (b) any number of Record Shares over which the Participant has dispositive authority. A Participant may also elect to transfer to a Person who is not a Participant (a) five (5) or more Plan Shares, or (b) five (5) or more Record Shares over which the Participant has dispositive authority. All shares so transferred shall be credited to the appropriate transferee Plan Account as Book Shares. Such transfer may be effected by the Participant by delivering to the Administrator a completed Transaction Request, Enrollment Form and enrollment fee as needed, and any other documentation required by the Administrator (in the case of Certificated Shares, this will include certificate(s) for such Certificated Shares accompanied by such stock powers and other documentation as the Administrator may require to be provided by the transferor Participant). The Administrator shall deliver a transaction notice to each such transferor and transferee advising of the subject transaction. SECTION 4.2-2 TRANSFEREE ALREADY A PARTICIPANT If the transferee is already a Participant as of the date on which Plan Shares are credited under this Section 4.2 to his Plan Account, the payment of Dividends allocable to such transferred Plan Shares shall be made according to the instructions previously provided by the transferee for his Plan Account. SECTION 4.2-3 TRANSFEREE NOT A PARTICIPANT If the transferee is not already a Participant as of the date on which Plan Shares are credited under this Section 4.2 to his Plan Account, the Administrator shall open a Plan Account in the name of the transferee using the information provided by the transferor, and the Administrator shall send the transferee a Prospectus and any related documentation as soon as reasonably practicable, whereupon the transferee will be eligible to submit Optional Cash Investments to 10 the Plan. Absent direction to the contrary from the transferee, such transferee's Plan Shares shall be subject to Dividend Reinvestment. SECTION 4.3 PARTICIPANT REQUEST TO WITHDRAW FROM PLAN PARTICIPATION If a Participant requests to withdraw from Plan participation, the Administrator shall, unless otherwise instructed, transfer or reclassify all whole shares of Common Stock allocable to the subject Plan Account to a Record Account. The Administrator will so notify the Participant and mail any appropriate certificates to the Participant at his address of record within thirty (30) days of receipt of the Participant's request. In connection with any such request to withdraw from Plan participation, any fractional Plan Share will be liquidated and its cash value, determined by proration of the Market Sale Price as of the relevant sale date, minus applicable deductions and withholdings required by law, will be remitted to the Participant via check at his address of record. In the event, however, that the Participant advises the Administrator of his desire to sell or transfer all or a portion of the Common Stock allocable to his Plan Account upon his withdrawal from the Plan, he may do so pursuant to the relevant provisions of Section 4.1. ARTICLE V - INVESTMENT PROCEDURES AND ACCOUNTING SECTION 5.1 REGISTRATION OF COMMON STOCK UNDER THE PLAN All shares of Common Stock purchased by the Administrator for the Plan shall be registered on the stock records of the Company in the name of the nominee of the Administrator, who in holding such Common Stock shall act as Trustee under the Trust Agreement. A Participant may at anytime submit certificates for Certificated Shares for safekeeping by the Administrator. Common Stock forwarded to the Administrator for deposit to the Plan represented by Surrendered Certificates shall be credited to the Participant's Plan Account as Book Shares. Certificated Shares which are also Plan Shares shall be registered on the Company's shareholder records in the name of the Participant. SECTION 5.2 COMMINGLING OF ASSETS For the purpose of making, or causing to be made, purchases and sales of Common Stock for the Plan, the Independent Agent shall be entitled to commingle each Participant's funds or the Common Stock held on behalf of a Participant with the funds or Common Stock, respectively, held on behalf of all other Participants. SECTION 5.3 STATEMENTS OF ACCOUNT The Administrator shall send to each Participant a Statement of Account during each calendar year. The Administrator shall also send quarterly Statements of Account for all Reinvesting Accounts, and, following each debit or credit of Book Shares, a transaction notice to the affected Participant. SECTION 5.4 STOCK SPLITS, IN-KIND DISTRIBUTIONS AND RIGHTS OFFERINGS Any shares of Common Stock distributed as an in-kind distribution or stock split on Plan Shares shall be credited to Plan Accounts as Book Shares. The Administrator shall credit to each Plan Account the number of Book Shares which represent the subject Participant's proportionate interest in the Common Stock so distributed to the Plan. Any rights distributed in respect of the Common Stock which are deemed to be attached to the Common Stock shall attach to all Plan Shares and shall be allocated to the Plan Accounts of the respective Participants in proportion to the Plan Shares held in their Plan Accounts. All 11 communications in respect of such rights shall be distributed to the Participants pursuant to Section 6.2 hereof. In order to exercise any such rights attached to any Book Shares credited to the Plan Account of any Participant, such Participant must first request certificates pursuant to Section 5.7 for the Plan Shares associated with such rights and then exercise the rights in accordance with the procedures for Record Shareholders applicable to such rights. SECTION 5.5 TIMING OF INVESTMENTS AND SALES SECTION 5.5-1 SALES The Independent Agent shall sell Common Stock allocable to any Plan Account as soon as practicable following the Administrator's receipt of a direction from a Participant to do so, but in no event later than the fifth Business Day receipt thereof, except where deferral is necessary under applicable federal or state laws or regulations. SECTION 5.5-2 INVESTMENTS AND RETURN OF UNINVESTED FUNDS The Administrator shall arrange with the Independent Agent to purchase Common Stock for the Plan at least once per week. The Administrator shall arrange for the investment of the Reinvestment Fund within thirty (30) days of the relevant Dividend Payment Date, and, for Initial Cash Investments and Optional Cash Investments, within thirty (30) days of the Administrator's receipt of same, except in each case where deferral is necessary to comply with applicable federal or state securities laws. Any Dividends, Optional Cash Investments and Initial Cash Investments not invested in Common Stock within thirty (30) days of receipt by the Administrator shall, in the case of Dividends and Optional Cash Investments, be promptly returned by First Class Mail to the relevant Participants, and, in the case of Initial Cash Investments, to the submitting Person at his address of record. SECTION 5.5-3 NO INTEREST No interest shall be paid on Initial Cash Investments, Optional Cash Investments, or Dividends held pending investment or return to the relevant Participant or submitting Person, as the case may be. SECTION 5.5-4 INTERRUPTED INVESTMENT ACTIVITY In the event that the New York Stock Exchange shall be closed in excess of two (2) Business Days and this closure impairs or precludes the Administrator's ability to comply with the investment timing requirements set forth above, the timing requirements of this Section 5.5 shall be waived for the period of such closure and the Administrator shall resume its investment activities for the Plan promptly upon the reopening of the New York Stock Exchange. SECTION 5.6 TIMELY RECEIPT OF INSTRUCTIONS SECTION 5.6-1 INSTRUCTION TO CANCEL OR MODIFY INITIAL CASH INVESTMENT OR OPTIONAL CASH INVESTMENT If, fewer than two (2) Business Days in advance of the scheduled Investment Date, the Administrator receives an instruction to stop all or any portion of an Initial Cash Investment or Optional Cash Investment previously delivered to the Administrator, such funds will be invested in Plan Shares for the Participant's Plan Account. 12 If, two (2) or more Business Days in advance of its scheduled Investment Date, the Administrator receives a written request from a Participant to stop any Initial Cash Investment or Optional Cash Investment previously delivered to the Administrator, such funds shall not be invested in Common Stock and shall be returned to the Participant. SECTION 5.6-2 DIVIDEND PAYMENT METHOD CHANGE If, fewer than two (2) Business Days before a Record Date, the Administrator receives instructions to change a Dividend payment method, the changed payment method will not be implemented until after the payment of the relevant Dividend. If such instructions are received two (2) or more Business Days before a Record Date, the instruction will be effected for the subject Dividend. SECTION 5.6-3 EX-DIVIDEND DATE AND INSTRUCTIONS TO TRANSFER If (a) the Administrator receives an instruction for the transfer of Plan Shares on or after an Ex-Dividend Date but before the related Dividend Payment Date, or (b) if a transfer occurs on or after an Ex-Dividend Date but before the related Dividend Payment Date, any such transfer shall be processed without Dividend rights to the transferee of the shares. As soon as practicable following the receipt of Dividends allocable to such Plan Shares, the Administrator shall, in accordance with the Participant's specified Dividend payment method, either (a) reinvest the Dividend and then, if the transferor Participant has withdrawn from Plan participation, he shall sell the Plan Shares so purchased, remitting to the Participant a check for the Market Sale Price for the relevant trading day multiplied by the number of Plan Shares so sold, less any applicable deductions and/or withholdings required by law, or (b) transmit the Dividend to the Participant's Bank Account via electronic direct deposit. SECTION 5.6-4 EX-DIVIDEND DATE AND WITHDRAWAL FROM PLAN If the Administrator receives a request for withdrawal from the Plan, not involving the sale or other transfer of Plan Shares, and the request is received on or after an Ex-Dividend Date but before the related Dividend Payment Date, the Plan withdrawal shall be processed promptly and the Plan Shares reclassified as Record Shares. As soon as practicable following the receipt of Dividends allocable to the withdrawn Plan Shares, the Administrator, in accordance with the Participant's specified Dividend payment method, shall arrange either (a) to reinvest the Dividend and register the Common Stock so purchased as Record Shares, or (b) to transmit the Dividend to the Participant via electronic direct deposit, or failing that, by check. After withdrawal, Dividends will be paid in cash unless and until the Record Shareholder rejoins the Plan. Record shares will not be eligible for Dividend Reinvestment unless and until the Record Shareholder rejoins the Plan. SECTION 5.6-5 CANCELLATION OF INSTRUCTION TO SELL OR TRANSFER If the Administrator receives an instruction cancelling or modifying a previously-received request to sell or transfer Plan Shares later than the same Business Day on which the sale or transfer instruction was received by the Administrator, the Administrator or the Independent Agent, as applicable, will sell the Plan Shares pursuant to the original sale request and will transmit the net proceeds of such sale as described in Section 4.1-1 via check sent by First Class Mail to the Participant's address of record. 13 SECTION 5.7 REQUESTS FOR CERTIFICATES A Participant may, at any time or from time to time, by submitting a Transaction Request, request a certificate for all or a portion of the integral shares of Common Stock allocable to his Plan Account. Such shares of Common Stock shall remain Plan Shares. All requests will be processed promptly by the Administrator, and in no event later than thirty (30) days after the date on which the order is received, except where deferral is necessary under applicable state laws or regulations. The Administrator shall promptly mail the requested certificate(s), registered in the same name as the Participant's Plan Account, by First Class Mail to such Participant at his address of record. SECTION 5.8 FRACTIONAL PLAN SHARES Fractional Shares shall in all cases be Book Shares. Fractional Plan Shares will not have voting rights, but will accrue Dividends on a proportionate basis. Fractional Plan Shares will not be liquidated except upon complete withdrawal by a Participant from the Plan or the termination of the Plan or of a given Plan Account by the Company, whereupon a check for the value of the Fractional Plan Shares determined by proration of the Market Sale Price for the relevant sale date, minus any applicable deductions and/or withholdings required by law, will be remitted to the Participant via check sent First Class Mail to his address of record. SECTION 5.9 TELEPHONE CALLS In the interests of security and quality control, telephone calls between any Person or Participant and the Administrator or the Company may from time to time be recorded. SECTION 5.10 TAX CONSEQUENCES Participation in the Plan will not change the federal income tax consequences of ownership of shares of Common Stock. Upon the conversion of Plan Shares to Record Shares or Record Shares to Plan Shares, without any sale, there will be no tax consequences to the Participant. The Share Acquisition Cost will be as defined in this Plan. Dividends will be taxed in the same amount and in the same manner as though the dividends were received in cash and will be reported on a yearly basis to Participants by the Company on a Form 1099-DIV. Any information reported to a Participant on Form 1099-DIV and/or Form 1099-B will also be reported to the Internal Revenue Service. ARTICLE VI - PARTICIPANTS AS SHAREHOLDERS SECTION 6.1 SHAREHOLDERS All Participants shall be recognized as shareholders of Common Stock for purposes of admission to the Company's shareholder meetings, voting and disposing of the shares of Common Stock allocable to Plan Accounts, the communications which the Company may from time to time send to its shareholders, and also for purposes of Indiana Code Section 23-1-20,1-30 and Section 23-1- 42,1-11, provided that (a) the Participant so recognized has not alienated the voting and/or dispositive authority over the shares of Common Stock allocable to his Plan Account, other than pursuant to a valid proxy solicitation, and (b) either the Company's stock records and/or the Plan records of the Administrator or Independent Agent contain the name and address of such Participant. SECTION 6.2 COMMUNICATIONS AND VOTING The Company shall send or forward to each Participant Common Stock proxy solicitation materials, as well as other general shareholder written communications or consent solicitation materials. A Participant shall have the exclusive right to exercise all voting rights respecting the integral shares of Common Stock allocable to his Plan Account. A Participant may vote any of the integral shares of Common 14 Stock allocable to his Plan Account in person or by proxy. Integral shares of Common Stock allocable to a Participant's Plan Account shall not be voted unless a Participant or his proxy votes them. The Company also shall send to each Participant Common Stock rights offering materials or notices and all other communications sent to all shareholders of the Company. SECTION 6.3 SOLICITATION Solicitation of the exercise of Participants' voting rights by the management of the Company and others under a proxy or consent provision applicable to all beneficial holders of Common Stock shall be permitted. Solicitation of the exercise of Participants' tender or exchange offer rights by management of the Company and others shall also be permitted. The Administrator shall notify Participants of each occasion for the exercise of their voting rights or rights with respect to a tender offer or exchange offer within a reasonable time before such rights are to be exercised. Such notification shall include all information distributed by the Company to Record Shareholders regarding the exercise of such rights. ARTICLE VII - PLAN ADMINISTRATION SECTION 7.1 RULES AND REGULATIONS The Company may from time to time adopt such administrative rules and regulations concerning the Plan as it deems necessary or desirable for the administration of the Plan. The Company shall have the power and authority to interpret the terms and the provisions of the Plan and shall interpret and construe the Plan and reconcile any inconsistency or supply any omitted detail in a manner consistent with the general terms of the Plan and applicable law. SECTION 7.2 COSTS Costs of mailings, materials, and other administration of the Plan shall be paid by the Company; provided, however, that brokerage commissions, applicable taxes, and any other Plan fees and charges incurred in connection with transactions under the Plan shall be borne by the Participants, pursuant to the schedule set forth from time to time in the Plan Prospectus, Plan brochures and/or related marketing documentation. SECTION 7.3 NO CONTROL With regard to Open Market purchases and sales of Common Stock, none of the Company, the Administrator (if it is not also serving as the Independent Agent) or any Participant shall have any authority or power to direct the time or price at which Common Stock may be purchased or sold, the markets on which such shares are to be purchased or sold (including on any securities exchange, in the over- the-counter market or in negotiated transactions) or the selection of the broker or dealer (other than the Independent Agent in the case of the Administrator) through or from whom transactions may be made, except that such transactions shall be made in accordance with the terms and conditions of the Plan. SECTION 7.4 SOURCE OF COMMON STOCK Dividends, Initial Cash Investments, and Optional Cash Investments shall be invested, at the Company's election, in either (a) Newly-Issued Common Stock or (b) shares of Common Stock purchased in the Open Market. The Company shall not change the source of shares of Common Stock purchased for the Plan, i.e., either (a) Newly-Issued Common Stock or (b) shares of Common Stock purchased in the Open Market, more than once in any 3-month period. Such determination shall be pursuant to a recorded determination by the Company's Board of Directors or its Chief Financial Officer that the Company has a need to raise additional capital or that there is another valid reason for a change. 15 SECTION 7.5 OPEN MARKET TRANSACTIONS Purchases and sales of Common Stock on the Open Market may be executed upon the terms and subject to conditions respecting price and delivery as the Independent Agent (including the Administrator if it is also an Independent Agent) determines to be appropriate. SECTION 7.6 TERMINATION OF A PLAN ACCOUNT BY THE COMPANY If a Plan Account does not contain at least five (5) integral Plan Shares, the Plan Account may be terminated by the Company in its sole discretion after written notice is mailed to such Participant at his address of record and a period of at least three (3) months is provided to the Participant to invest such additional funds as may be needed to achieve the five (5) Plan Share minimum ownership. Upon such termination, the Plan Account shall be converted into a Record Account. Fractional Plan Shares will be liquidated. A check for their cash value, determined by proration of the Market Sale Price for the relevant sale date, minus any applicable deductions and/or withholdings required by law, will be remitted to the Participant via check sent First Class Mail to his address of record along with a notice of such termination and a certificate for the shares so converted. Dividends paid thereafter on such Record Shares shall be transmitted via check or, where electronic direct deposit was the chosen payment method under the terminated Plan Account, via electronic funds transfer. SECTION 7.7 MODIFICATION AND TERMINATION OF THE PLAN BY THE COMPANY The Company may at any time and from time to time, at its sole option modify, amend or terminate the Plan, in whole, in part or in respect of Participants in one or more jurisdictions; provided, however, no such amendment shall result in a distribution to the Company of any amount credited to the Plan Account of any Participant. Upon complete termination of the Plan, the Plan Accounts of all Participants (or in the case of partial termination of the Plan, the Plan Accounts of all affected Participants) shall be converted each individually to Record Accounts. The Administrator shall send each affected Participant prior written notice of such Plan or Plan Account termination and of the conversion of Plan Accounts to Record Accounts. Fractional Plan Shares will be liquidated and their cash value as determined by proration of the Market Sale Price for the relevant sale date will be remitted by First Class Mail to the Participant via check at his address of record, minus applicable withholdings and deductions as may be required by law. Dividends paid thereafter on Record Shares shall be transmitted via check, or, where electronic direct deposit was the preferred payment method for the terminated Plan Account, via electronic funds transfer. SECTION 7.8 SALE UPON PLAN TERMINATION OR PLAN ACCOUNT TERMINATION In the event that a Participant advises the Administrator of his desire to sell or transfer all or a portion of the Common Stock allocable to his Plan Account upon the Company's termination of the Plan as a whole or of his Plan Account, he may do so pursuant to the relevant provisions of Section 4.1. ARTICLE VIII - SELECTION AND ROLE OF ADMINISTRATOR AND INDEPENDENT AGENT SECTION 8.1 SELECTION OF AN ADMINISTRATOR The Administrator shall be appointed by the Company, which appointment may be revoked by the Company at any time. The Administrator may resign at any time upon 120 days' notice to the Company. In the event that no Administrator is appointed, the Company shall be deemed to be the Administrator for purposes of the Plan. First Chicago Trust Company of New York shall be the initial 16 Administrator. The appointed or elected officers of the Company shall make such arrangements regarding compensation of the Administrator and reimbursement of expenses as they may from time to time deem reasonable and appropriate. SECTION 8.2 AUTHORITY AND DUTIES OF ADMINISTRATOR The Administrator shall have the authority and responsibility to control and manage the aspects of the operation and administration of the Plan which are denoted herein as its responsibility and such other aspects of operation and administration of the Plan as may be determined by the Company from time to time. The Administrator shall have the power and the duty to take all actions and to make all decisions necessary or proper to carry out its responsibilities under the Plan. Notwithstanding any other provision of this document the Administrator shall not be liable for its inability to buy or sell Common Stock on behalf of the Plan as a result of the closure of one or more of the markets on which the Common Stock is traded. SECTION 8.3 SELECTION OF INDEPENDENT AGENT The Independent Agent serving in such capacity pursuant to the Plan shall be selected by the Administrator. The Administrator shall make arrangements and enter into agreements with the Independent Agent in connection with the activities contemplated by the Plan. SECTION 8.4 AUTHORITY AND DUTIES OF INDEPENDENT AGENT The Independent Agent shall have the authority and responsibility to control and manage the aspects of the operation and administration of the Plan which are denoted herein as its responsibility and as may be determined by the Administrator from time to time. The Independent Agent shall have the power and the duty to take all actions and to make all decisions necessary or proper to carry out its responsibilities under the Plan. ARTICLE IX - MISCELLANEOUS PROVISIONS SECTION 9.1 GOVERNING LAW This Plan shall be construed, regulated and administered under the laws of the State of Illinois. SECTION 9.2 AGREEMENT BY PARTICIPANTS Each Participant, as a condition of participation herein, for himself, his heirs, devisees, legatees, executors, administrators, legal representatives and assigns, approves and agrees to be bound by the provisions of this Plan and any subsequent amendments hereto, and all actions of the Company and the Administrator hereunder. SECTION 9.3 HEADINGS The headings and subheadings in this instrument are inserted for convenience and reference only and are not to be used in construing the Plan or any provision thereof. SECTION 9.4 ABSENCE OF GUARANTEE Neither the Company nor the Administrator in any way guarantees the Plan against loss or depreciation. Neither the Company nor the Administrator in any way guarantees the payment or amount of any future Dividends on Common Stock. Unless otherwise provided by law, the Company, its directors, officers, employees and agents, the Administrator, and the Independent Agent shall in no manner be liable to any Participant with respect to the price or performance of the Common Stock held for the Plan. 17 SECTION 9.5 LIABILITY The Company, its directors, officers, employees, or agents, the Independent Agent and the Administrator, shall not be liable under the Plan for any act performed in good faith or for any good faith omission to act including, without limitation, any claims for liability (a) arising out of failure to terminate a Plan Account upon a Participant's death absent valid transfer instructions pertaining to the Common Stock allocable to the subject Plan Account and (b) the price at which Common Stock is purchased or sold for Plan Accounts and the time such purchases or sales are made. SECTION 9.6 NO ASSIGNMENT Book Shares may not be assigned or pledged except under the auspices of any loan program which the Administrator may from time to time offer which includes in its express terms an exemption from this Section 9.6. In all other cases, a Participant who wishes to assign or pledge Book Shares shall first request certificates for such shares pursuant to Section 5.7 hereof. Effective Date: _______________________________, 1996 18 EX-5 3 EXHIBIT 5 Exhibit 5 [Amoco Corporation Letterhead] October 30, 1995 Amoco Corporation 200 East Randolph Drive Chicago, Illinois 60601 Dear Sirs: An S-3 Registration Statement ("Registration Statement") of Amoco Corporation, an Indiana corporation ("Amoco") is being filed on or about the date of this letter with the Securities and Exchange Commission relating to the proposed offering of 5,000,000 shares (the "Shares") of common stock, without par value ("Common Stock") of Amoco pursuant to the terms of Amoco's stock purchase plan, the Amoco Investor Access Plan (the "Plan"). As counsel to Amoco, I am familiar with its amended articles of incorporation, by-laws, minutes of meetings of shareholders and directors, and other corporate records. I have examined the Registration Statement and the exhibits thereto, including the Plan. Based upon the foregoing, I am of the opinion that: 1. Amoco is a corporation duly organized and existing under the laws of the State of Indiana. 2. The Shares being offered pursuant to the Plan are duly authorized and when delivered in accordance with the terms and conditions of the Plan will be legally issued, fully paid and non-assessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name under the heading "Legal Opinions" in the Registration Statement and related prospectus. Very truly yours, JANE E. KLEWIN Jane E. Klewin EX-23.(A) 4 EXHIBIT 23(A) Exhibit 23(a) CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectus constituting part of this Registration Statement on Form S-3 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. We also consent to the reference to us under the heading "Experts" in such Prospectus. PRICE WATERHOUSE LLP Chicago, Illinois October 30, 1995 EX-24 5 EXHIBIT 24 Exhibit 24 AMOCO CORPORATION POWER OF ATTORNEY KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and appoints H. L. Fuller, J. L. Carl, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all Amoco Corporation registration statements and amendments thereto (including post-effective amendments) with respect to common stock of Amoco Corporation offered or sold pursuant to the Amoco Investor Access Plan and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney on the 24th day of October, 1995. H. LAURANCE FULLER --------------------------------- (Signature) H. Laurance Fuller --------------------------------- (print or type name) Exhibit 24 AMOCO CORPORATION POWER OF ATTORNEY KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and appoints H. L. Fuller, J. L. Carl, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all Amoco Corporation registration statements and amendments thereto (including post-effective amendments) with respect to common stock of Amoco Corporation offered or sold pursuant to the Amoco Investor Access Plan and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney on the 18th day of October, 1995. JOHN L. CARL --------------------------------- (Signature) John L. Carl --------------------------------- (print or type name) Exhibit 24 AMOCO CORPORATION POWER OF ATTORNEY KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and appoints H. L. Fuller, J. L. Carl, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all Amoco Corporation registration statements and amendments thereto (including post-effective amendments) with respect to common stock of Amoco Corporation offered or sold pursuant to the Amoco Investor Access Plan and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney on the 19th day of October, 1995. JOHN R. REID --------------------------------- (Signature) John R. Reid --------------------------------- (print or type name) Exhibit 24 AMOCO CORPORATION POWER OF ATTORNEY KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and appoints H. L. Fuller, J. L. Carl, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all Amoco Corporation registration statements and amendments thereto (including post-effective amendments) with respect to common stock of Amoco Corporation offered or sold pursuant to the Amoco Investor Access Plan and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney on the 24th day of October, 1995. L. D. THOMAS --------------------------------- (Signature) L. D. Thomas --------------------------------- (print or type name) Exhibit 24 AMOCO CORPORATION POWER OF ATTORNEY KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and appoints H. L. Fuller, J. L. Carl, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all Amoco Corporation registration statements and amendments thereto (including post-effective amendments) with respect to common stock of Amoco Corporation offered or sold pursuant to the Amoco Investor Access Plan and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney on the 24th day of October, 1995. D. R. BEALL --------------------------------- (Signature) D. R. Beall --------------------------------- (print or type name) Exhibit 24 AMOCO CORPORATION POWER OF ATTORNEY KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and appoints H. L. Fuller, J. L. Carl, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all Amoco Corporation registration statements and amendments thereto (including post-effective amendments) with respect to common stock of Amoco Corporation offered or sold pursuant to the Amoco Investor Access Plan and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney on the 24th day of October, 1995. RUTH BLOCK --------------------------------- (Signature) Ruth Block --------------------------------- (print or type name) Exhibit 24 AMOCO CORPORATION POWER OF ATTORNEY KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and appoints H. L. Fuller, J. L. Carl, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all Amoco Corporation registration statements and amendments thereto (including post-effective amendments) with respect to common stock of Amoco Corporation offered or sold pursuant to the Amoco Investor Access Plan and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney on the 24th day of October, 1995. JOHN H. BRYAN --------------------------------- (Signature) John H. Bryan --------------------------------- (print or type name) Exhibit 24 AMOCO CORPORATION POWER OF ATTORNEY KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and appoints H. L. Fuller, J. L. Carl, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all Amoco Corporation registration statements and amendments thereto (including post-effective amendments) with respect to common stock of Amoco Corporation offered or sold pursuant to the Amoco Investor Access Plan and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney on the 24th day of October, 1995. ERROLL B. DAVIS, JR. --------------------------------- (Signature) Erroll B. Davis, Jr. --------------------------------- (print or type name) Exhibit 24 AMOCO CORPORATION POWER OF ATTORNEY KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and appoints H. L. Fuller, J. L. Carl, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all Amoco Corporation registration statements and amendments thereto (including post-effective amendments) with respect to common stock of Amoco Corporation offered or sold pursuant to the Amoco Investor Access Plan and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney on the 24th day of October, 1995. RICHARD FERRIS --------------------------------- (Signature) Richard Ferris --------------------------------- (print or type name) Exhibit 24 AMOCO CORPORATION POWER OF ATTORNEY KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and appoints H. L. Fuller, J. L. Carl, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all Amoco Corporation registration statements and amendments thereto (including post-effective amendments) with respect to common stock of Amoco Corporation offered or sold pursuant to the Amoco Investor Access Plan and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney on the 24th day of October, 1995. ROBERT H. MALOTT --------------------------------- (Signature) Robert H. Malott --------------------------------- (print or type name) Exhibit 24 AMOCO CORPORATION POWER OF ATTORNEY KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and appoints H. L. Fuller, J. L. Carl, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all Amoco Corporation registration statements and amendments thereto (including post-effective amendments) with respect to common stock of Amoco Corporation offered or sold pursuant to the Amoco Investor Access Plan and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney on the 24th day of October, 1995. WALTER E. MASSEY --------------------------------- (Signature) Walter E. Massey --------------------------------- (print or type name) Exhibit 24 AMOCO CORPORATION POWER OF ATTORNEY KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and appoints H. L. Fuller, J. L. Carl, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all Amoco Corporation registration statements and amendments thereto (including post-effective amendments) with respect to common stock of Amoco Corporation offered or sold pursuant to the Amoco Investor Access Plan and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney on the 23rd day of October, 1995. MARTHA R. SEGER --------------------------------- (Signature) Martha R. Seger --------------------------------- (print or type name) Exhibit 24 AMOCO CORPORATION POWER OF ATTORNEY KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and appoints H. L. Fuller, J. L. Carl, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all Amoco Corporation registration statements and amendments thereto (including post-effective amendments) with respect to common stock of Amoco Corporation offered or sold pursuant to the Amoco Investor Access Plan and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney on the 24th day of October, 1995. MICHAEL WILSON --------------------------------- (Signature) Michael Wilson --------------------------------- (print or type name) Exhibit 24 AMOCO CORPORATION POWER OF ATTORNEY KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and appoints H. L. Fuller, J. L. Carl, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all Amoco Corporation registration statements and amendments thereto (including post-effective amendments) with respect to common stock of Amoco Corporation offered or sold pursuant to the Amoco Investor Access Plan and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney on the 24th day of October, 1995. RICHARD D. WOOD --------------------------------- (Signature) Richard D. Wood --------------------------------- (print or type name) -----END PRIVACY-ENHANCED MESSAGE-----