Exhibit 10(h)
AMOCO PERFORMANCE SHARE RESTORATION PLAN
Established as of: January 1, 1992
Amended and Restated as of: November 27, 1995
AMOCO PERFORMANCE SHARE RESTORATION PLAN
TABLE OF CONTENTS
Page
I. DEFINITIONS
1.01 Act 1
1.02 Amoco 1
1.03 Code 1
1.04 Company 1
1.05 Deferred Earnings 1
1.06 Effective Date 1
1.07 Maximum Benefit 1
1.08 Participant 1
1.09 Performance Share Plan 2
1.10 Plan 2
1.11 Section 16 Officer 2
1.12 Unrestricted Benefit 2
II. COMPANY CONTRIBUTION ACCOUNT
2.01 Establishment of Company
Contribution Account 3
2.02 Crediting Company Matching Contributions 3
2.03 Charge to Company Contribution Accounts 3
III. HYPOTHETICAL INVESTMENT OF COMPANY CONTRIBUTIONS
3.01 Hypothetical Investment 4
AMOCO PERFORMANCE SHARE RESTORATION PLAN
TABLE OF CONTENTS
(Continued)
Page
IV. DISTRIBUTIONS
4.01 Distribution Upon Termination of
Employment Other than Death 5
4.02 Distribution Upon Death of a Participant 5
4.03 $3,500 Cash-Out 5
4.04 Designation of Beneficiary 5
4.05 No Designation 6
4.06 All Distributions In Cash 6
4.07 Other Withdrawals and Distributions 6
V. ADMINISTRATION OF THE PLAN
5.01 Plan Administrator 7
5.02 Amendment and Termination 7
5.03 Payments 7
5.04 Non-assignability of Benefits 7
5.05 Status of Plan 7
5.06 Nonguarantee of Employment 7
5.07 Applicable Law 7
5.08 Rules of Construction 8
5.09 "Cash-Only" Plan 8
5.10 Withholding 8
ARTICLE I
DEFINITIONS
1.01 "Act" shall mean the Employee Retirement Income Security
Act of 1974 ("ERISA"), as amended from time to time.
1.02 "Amoco" shall mean Amoco Corporation, an Indiana
corporation.
1.03 "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.
1.04 "Company" shall mean Amoco and any of its subsidiaries or
affiliated business entities participating in the Performance Share
Plan.
1.05 "Deferred Earnings" shall mean all or the portion of a
Participant's bonus under the 1991 Incentive Program for Amoco
Corporation and its Participating Subsidiaries that the payment of
such bonus was deferred past the initial payment date.
1.06 "Effective Date" shall mean January 1, 1992.
1.07 "Maximum Benefit" shall mean the maximum total Company
Contribution permitted by the Code to be contributed to the account
of a participant of the Performance Share Plan or would have been
contributed if such individual was not a Section 16 Officer.
1.08 "Participant" shall mean any employee of the Company who
satisfies any of the following:
1) Is prohibited from participating in the Performance
Share Plan for any calendar year on or after the
Effective Date because such individual is a Section 16
Officer during any portion of such calendar year, or
2) Is an active participant in the Performance Share Plan
on or after the Effective Date and whose Company Contribution
determined under the Performance Share Plan, without regard
to the Section 415 (C)(1)(A) and Section 401 (a)(17)
limitations of the Code, would exceed the Maximum Benefit, or
3) Is (I) an active participant in the Performance Share
Plan or is prohibited from participating in the Performance
Share Plan for any calendar year because such individual was
a Section 16 Officer during any portion of such calendar year
and (II) is a recipient of a bonus under the 1991 Incentive
Program for Amoco Corporation and its Participating
Subsidiaries and has deferred payment of all or a portion of
any bonus past the initial payment date.
1.09 "Performance Share Plan" shall mean the Amoco Performance
Share Plan, as amended from time to time.
1.10 "Plan" shall mean the Amoco Performance Share Restoration
Plan, as amended from time to time or restated, which shall be an
unfunded excess benefit plan as defined in Act Section 3(36).
1.11 "Section 16 Officer" shall mean any employee of the
Company who is an officer under Section 16 of the Securities
Exchange Act of 1934.
1.12 "Unrestricted Benefit" shall mean the Participant's
Company Contribution that would have been contributed to his
Performance Share Plan company contribution account for any
calendar year determined under the Performance Share Plan assuming
Deferred Earnings are "Applicable Compensation" as defined in the
Performance Share Plan.
ARTICLE II
COMPANY CONTRIBUTION ACCOUNT
2.01 Establishment of Company Contribution Account. The Plan
Administrator will establish and maintain an unfunded Company
Contribution Account in the name of each Participant.
2.02 Crediting Company Matching Contributions. As soon as
administratively practicable after the Company Contribution to the
Performance Share Plan is calculated, the Plan Administrator shall
determine which Participants have an Unrestricted Benefit greater
than their Maximum Benefit. Then under a procedure similar to the
one used for the Performance Share Plan, the Plan Administrator
shall credit to the Company Contribution Accounts of each of those
Participants an amount equal to his Unrestricted Benefit less his
Maximum Benefit.
2.03 Charge to Company Contribution Accounts. Any amount
distributed or paid from a Company Contribution Account will be
charged against such account, under a procedure similar to the one
used for the Performance Share Plan, as of the day on which the
distribution or payment occurs. Also, if a Participant receives
any Deferred Earnings prior to his termination of employment with
the Company the amount of Company Matching Contributions credited
to his Company Contribution Account for this Plan at the time such
Participant deferred receipt of such earnings, will be charged
against his Company Contribution Account (disregarding all
hypothetical investment results) during the payroll cycle of the
receipt of the Deferred Earnings, but in no event shall his Company
Contribution Account be charged more than the account's
hypothetical market value at the time of the charge.
ARTICLE III
HYPOTHETICAL INVESTMENT OF COMPANY CONTRIBUTIONS
3.01 Hypothetical Investment. The Plan Administrator will
maintain records which reflect the Company Contribution Account of
a Participant that is hypothetically to be always invested in Amoco
Common Stock. The Plan Administrator shall use the same values
used by the plan administrator of the Performance Share Plan in
maintaining these records. The hypothetical dividends will be
hypothetically invested in Amoco Common Stock at the New York Stock
Exchange's average price of the high and low for Amoco Common Stock
on the day such dividend is payable.
ARTICLE IV
DISTRIBUTIONS
4.01 Distribution Upon Termination of Employment other than
Death. A Participant whose employment terminates for any reason
other than death will receive the total amount credited to his
Company Contribution Account in a cash lump sum, in the January
following his termination of employment. Notwithstanding the
foregoing, a Participant can accelerate payment of his lump sum
distribution by irrevocably electing to accelerate prior to his
termination of employment, his cash lump sum distribution to the
month following his termination of employment. However, if the
Participant accelerating his lump sum distribution is a Section 16
Officer at the time of election, such election to accelerate must
be made no later than six months prior to his termination of
employment.
4.02 Distribution Upon Death of a Participant. If a
Participant dies with a balance in his Company Contribution
Account, his beneficiary will receive the total amount in his
account in a cash lump sum as soon as administratively practicable.
4.03 $3,500 Cash-Out. If the vested amount credited to a
Participant's Company Contribution Account does not exceed $3,500
at the date of his termination of employment for any reason, the
Plan Administrator shall distribute in a cash lump sum the entire
vested amount credited to his account as soon as administratively
practicable.
4.04 Designation of Beneficiary. A Participant may designate
one or more beneficiaries and may revoke or change such designation
at any time. If the Participant names two or more beneficiaries,
distribution to them will be in such proportions as the Participant
designates or, if the Participant does not so designate, in equal
shares pro rata from such Participant's Company Contribution
Account. Also, if the Participant names two or more beneficiaries
and one beneficiary predeceases the Participant, then the deceased
beneficiary's share shall be distributed to the other beneficiaries
in the percentages stated on the Participants' beneficiary election
form. Any designation of beneficiary will be in writing on such
form as Amoco may prescribe and will be effective upon filing with
Amoco.
Notwithstanding the preceding paragraph, the sole
beneficiary of a married Participant will be the Participant's
spouse unless the spouse consents in writing to the designation of
another person as beneficiary. The spouse's consent must
acknowledge the effect of such consent and be witnessed by a notary
public.
4.05 No Designation. Any portion of a distribution
payable upon the death of a Participant which is not disposed of by
a designation of beneficiary for any reason whatsoever will be paid
to the Participant's spouse if living at this death, otherwise to
the Participant's estate.
4.06 All Distributions In Cash. All distributions made from
the Plan shall be made in cash only.
4.07 Other Withdrawals and Distributions. Withdrawals and
distributions from the Plan shall not be permitted for any reasons
other than those in this Article IV.
ARTICLE V
ADMINISTRATION OF THE PLAN
5.01 Plan Administrator. The Plan shall be administered by
Amoco (or its agent) which shall have the discretionary authority
to interpret the Plan and issue such regulations as it deems
appropriate. The Plan Administrator shall have the duty and
responsibility of maintaining records and making the requisite
calculations. The Plan Administrator's interpretations,
determinations, regulations, and calculations shall be final and
binding on all persons and parties concerned.
5.02 Amendment and Termination. Amoco may amend or terminate
the Plan at any time, provided, however, that no such amendment or
termination shall adversely affect a benefit to which a terminated
or retired Participant or his beneficiary is entitled under Article
II prior to the date of such amendment or termination.
5.03 Payments. The Company will pay all benefits arising
under this Plan and all costs, charges, and expenses relating
thereto.
5.04 Non-assignability of Benefits. The benefits payable
hereunder or the right to receive future benefits under the Plan
may not be anticipated, assigned (either at law or in equity),
alienated, pledged, encumbered, or subject to attachment,
garnishment, levy, execution or other legal or equitable process.
5.05 Status of Plan. The benefits under this plan shall not
be funded but shall constitute liabilities of the Company when due.
5.06 Nonguarantee of Employment. Nothing contained in this
Plan shall be construed as a contract of employment between the
Company and any Participant, or as a right of any Participant to be
continued in employment of the Company, or as a limitation on the
right of the Company to discharge any of its employees, with or
without cause.
5.07 Applicable Law. All questions pertaining to the
construction and validity of the Plan shall be determined in
accordance with the laws of the United States, and to the extent
not preempted by such laws, by the laws of the State of Illinois.
5.08 Rules of Construction. Where the context so requires,
the masculine includes the feminine, the singular includes the
plural, and the plural includes the singular.
5.09 "Cash-Only" Plan. This Plan is designed to satisfy the
requirements of a "cash-only" plan in which interests in the Plan
are not considered "derivative securities" under Section 16 of the
Securities Exchange Act of 1934. To the extent any provision of
this Plan does not satisfy the requirements of such a "cash-only"
plan," this Plan shall be deemed to be amended to so satisfy such
requirements.
5.10 Withholding. The Company is authorized to withhold all
income and other taxes required to be withheld from amounts payable
under this Plan.
AMENDMENT AND RESTATEMENT
OF
AMOCO PERFORMANCE SHARE RESTORATION PLAN
WHEREAS, Amoco Corporation ("AMOCO") maintains Amoco Performance
Share Restoration Plan ("Plan"); and
WHEREAS, amendment and restatement of the Plan now is considered
desirable;
NOW, THEREFORE, pursuant to resolutions adopted by the Board of
Directors of this Corporation on September 27, 1994, which
delegated various powers relating to employee benefit plans to the
Senior Vice President (Human Resources) of AMOCO and to the powers
reserved to AMOCO by subsection 5.02 of the Plan, the Plan as
evidenced by the attached official text, be and is hereby amended
and restated, effective November 27, 1995.
* * * * * * * * * * *
I, R. W. Anderson, Senior Vice President of Amoco Corporation,
hereby approve and adopt the attached official text of the amended
and restated Amoco Performance Share Restoration Plan effective
November 27, 1995.
Dated this __19__ day of _February_, 1996
_ __R. W. Anderson____________
Senior Vice President, Amoco Corporation
As aforesaid
DEFERRAL SAVINGS RESTORATION PLAN
OF
AMOCO CORPORATION
AND
PARTICIPATING COMPANIES
Established as of: July 1, 1983
Amended and Restated as of: November 27, 1995
DEFERRAL SAVINGS RESTORATION PLAN
OF
AMOCO CORPORATION
AND
PARTICIPATING COMPANIES
TABLE OF CONTENTS
Page
I. DEFINITIONS
1.01 Act 1
1.02 Amoco 1
1.03 Code 1
1.04 Company 1
1.05 Deferred Earnings 1
1.06 Effective Date 1
1.07 Maximum Benefit 1
1.08 Participant 1
1.09 Savings Plan 1
1.10 Plan 1
1.11 Section 16 Officer 2
1.12 Unrestricted Benefit 2
II. COMPANY CONTRIBUTION ACCOUNT
2.01 Establishment of Company
Contribution Account 3
2.02 Crediting Company Matching Contributions 3
2.03 Charge to Company Contribution Accounts 3
III. HYPOTHETICAL INVESTMENT OF COMPANY CONTRIBUTIONS
3.01 Hypothetical Investment 4
3.02 Hypothetical Investment of Credited 4
Company Matching Contributions
and Transfers Among Funds
DEFERRAL SAVINGS RESTORATION PLAN
OF
AMOCO CORPORATION
AND
PARTICIPATING COMPANIES
TABLE OF CONTENTS
(Continued)
Page
IV. DISTRIBUTIONS
4.01 Distribution Upon Retirement 5
4.02 Distribution Upon Death of a Participant 5
4.03 Termination of Employment Prior to
Retirement or Death 5
4.04 $3,500 Cash-Out 6
4.05 Designation of Beneficiary 6
4.06 No Designation 6
4.07 All Distributions In Cash 6
4.08 Other Withdrawals and Distributions 7
V. ADMINISTRATION OF THE PLAN
5.01 Plan Administrator 8
5.02 Amendment and Termination 8
5.03 Payments 8
5.04 Non-assignability of Benefits 8
5.05 Status of Plan 8
5.06 Nonguarantee of Employment 8
5.07 Applicable Law 8
5.08 Rules of Construction 9
5.09 "Cash-Only" Plan 9
5.10 Withholding 9
ARTICLE I
DEFINITIONS
1.01 "Act" shall mean the Employee Retirement Income Security
Act of 1974 ("ERISA"), as amended from time to time.
1.02 "Amoco" shall mean Amoco Corporation, an Indiana
corporation.
1.03 "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.
1.04 "Company" shall mean Amoco and any of its subsidiaries or
affiliated business entities participating in the Savings Plan.
1.05 "Deferred Earnings" shall mean all or the portion of a
Participant's bonus under the 1991 Incentive Program for Amoco
Corporation and its Participating Subsidiaries that the payment of
such bonus was deferred past the initial payment date.
1.06 "Effective Date" shall mean July 1, 1983.
1.07 "Maximum Benefit" shall mean the sum of a Participant's
Company Matching Contributions contributed to his Savings Plan
company contribution account and credited to his ERISA Savings
Restoration Plan of Amoco Corporation and Participating Companies
company contribution account for any calendar year.
1.08 "Participant" shall mean any employee of the Company who
is an active Participant in the Savings Plan, is a recipient of a
bonus under the 1991 Incentive Program for Amoco Corporation and
its Participating Subsidiaries and has deferred payment of all or a
portion of any bonus past the initial payment date.
1.09 "Savings Plan" shall mean the Amoco Employee Savings
Plan, as amended from time to time.
1.10 "Plan" shall mean the Deferral Savings Restoration Plan
of Amoco Corporation and Participating Companies, as amended from
time to time or restated, which shall be an unfunded excess benefit
plan as defined in Act Section 3(36).
1.11 "Section 16 Officer" shall mean any employee of the
Company who is an officer under Section 16 of the Securities
Exchange Act of 1934.
1.12 "Unrestricted Benefit" shall mean the sum of a
Participant's Company Matching Contributions that would have been
contributed to his Savings Plan company contribution account and
credited to his ERISA Savings Restoration Plan of Amoco Corporation
and Participating Companies company contribution account for any
calendar year determined under both of these plans assuming
Deferred Earnings are "Applicable Compensation" as defined in the
Savings Plan.
ARTICLE II
COMPANY CONTRIBUTION ACCOUNT
2.01 Establishment of Company Contribution Account. The Plan
Administrator will establish and maintain an unfunded Company
Contribution Account in the name of each Participant.
2.02 Crediting Company Matching Contributions. For every
payroll cycle the Plan Administrator shall determine which
Participants have an Unrestricted Benefit greater than their
Maximum Benefit. The Plan Administrator shall make this
determination by making the calculations on a payroll cycle basis.
Then, under a procedure similar to the one used for the Savings
Plan, the Plan Administrator shall credit to the Company
Contribution Accounts of each of those Participants an amount equal
to his Unrestricted Benefit less his Maximum Benefit.
2.03 Charge to Company Contribution Accounts. Any amount
distributed or paid from a Company Contribution Account will be
charged against such account, under a procedure similar to the one
used for the Savings Plan, as of the day on which the distribution
or payment occurs. Also, if a Participant receives any Deferred
Earnings prior to his termination of employment with the Company
the amount of Company Matching Contributions credited to his
Company Contribution Account for this Plan at the time such
Participant deferred receipt of such earnings, will be charged
against his Company Contribution Account (disregarding all
hypothetical investment results) during the payroll cycle of the
receipt of the Deferred Earnings, but in no event shall his Company
Contribution Account be charged more than the account's
hypothetical market value at the time of the charge.
ARTICLE III
HYPOTHETICAL INVESTMENT FUNDS
3.01 Hypothetical Investment Funds. The Plan Administrator
will maintain records which reflect the portion of each Company
Contribution Account of a Participant that is hypothetically to be
invested in any of the investment funds available to participants
in the Savings Plan, as amended from time to time. The Plan
Administrator shall use the same values used by the plan
administrator of the Savings Plan in maintaining these records.
3.02 Hypothetical Investment of Credited Company Matching
Contributions and Transfers Among Funds. All Company Matching
Contributions will be hypothetically invested in the Savings Plan
Amoco Stock Fund when they are initially credited to Participants'
Company Contribution Accounts. Twice a calendar month, a
Participant may direct a hypothetical transfer among the investment
funds available to participants in the Savings Plan, so that his
Company Contribution Account is invested entirely in one investment
fund or in a combination of two or more of the investment funds,
provided that combinations must be specified in 5% increments and
the total combination must equal 100%. Notwithstanding the
foregoing, Section 16 Officers are prohibited from making a
hypothetical transfer of assets into or out of the Savings Plan
Amoco Stock Fund.
ARTICLE IV
DISTRIBUTIONS
4.01 Distribution Upon Retirement. A Participant whose
employment terminates as a result of retirement, as defined under
the Savings Plan, will receive the total amount credited to his
Company Contribution Account, in a cash lump sum, in the January
following his retirement. Notwithstanding the foregoing, a
Participant can accelerate payment of his lump sum distribution by
irrevocably electing to accelerate, prior to his retirement, his
cash lump sum distribution to the month following his retirement.
However, if the Participant accelerating his lump sum distribution
is a Section 16 Officer at the time of election such election to
accelerate must be made no later than six months prior to his
retirement.
4.02 Distribution Upon Death of a Participant. If a
Participant dies with a balance in his Company Contribution
Account, his beneficiary will receive the total amount in his
account in a cash lump sum as soon as administratively practicable.
4.03 Termination of Employment Prior to Retirement or Death.
If a Participant's employment with the Company terminates under
circumstances other than for retirement or death, he shall be 100%
vested in an amount equal to the amount credited to his Company
Contribution Account [less the smaller of: 1. the value of the sum
of the Company Matching Contributions, valued on the date credited
to his Company Contribution Account, times the result of 100% minus
his vested percent or, 2. the value of his Company Contribution
Account times his vested percent], which is a percentage based upon
his years of vesting service (as defined under the Savings Plan),
as follows:
Year of Vesting But Less Than Vested Percentage
Service
2 Years 0%
2 Years 3 Years 25%
3 Years 4 Years 50%
4 Years 5 Years 75%
5 Years 100%
A Participant whose employment terminates under circumstances
other than for retirement or death will receive the vested portion
credited to his Company Contribution Account in a cash lump sum, in
the January following his termination of employment.
Notwithstanding the foregoing, a Participant can accelerate payment
of his lump sum distribution by irrevocably electing to accelerate
prior to his termination of employment, his cash lump sum
distribution to the month following his termination of employment.
However, if the Participant accelerating his lump sum distribution
is a Section 16 Officer at the time of election, such election to
accelerate must be made no later than six months prior to his
termination of employment.
4.04 $3,500 Cash-Out. If the vested amount credited to a
Participant's Company Contribution Account does not exceed $3,500
at the date of his termination of employment for any reason, the
Plan Administrator shall distribute in a cash lump sum the entire
vested amount credited to his account as soon as administratively
practicable.
4.05 Designation of Beneficiary. A Participant may designate
one or more beneficiaries and may revoke or change such designation
at any time. If the Participant names two or more beneficiaries,
distribution to them will be in such proportions as the Participant
designates or, if the Participant does not so designate, in equal
shares pro rata from such Participant's Company Contribution
Account. Also, if the Participant names two or more beneficiaries
and one beneficiary predeceases the Participant, then the deceased
beneficiary's share shall be distributed to the other beneficiaries
in the percentages stated on the Participants' beneficiary election
form. Any designation of beneficiary will be in writing on such
form as Amoco may prescribe and will be effective upon filing with
Amoco.
Notwithstanding the preceding paragraph, the sole beneficiary
of a married Participant will be the Participant's spouse unless
the spouse consents in writing to the designation of another person
as beneficiary. The spouse's consent must acknowledge the effect of
such consent and be witnessed by a notary public.
4.06 No Designation. Any portion of a distribution payable
upon the death of a Participant which is not disposed of by a
designation of beneficiary for any reason whatsoever will be paid
to the Participant's spouse if living at this death, otherwise to
the Participant's estate.
4.07 All Distributions In Cash. All distributions made from
the Plan shall be made in cash only.
4.08 Other Withdrawals and Distributions. Withdrawals and
distributions from the Plan shall not be permitted for any reasons
other than those in this Article IV.
ARTICLE V
ADMINISTRATION OF THE PLAN
5.01 Plan Administrator. The Plan shall be administered by
Amoco (or its agent) which shall have the discretionary authority
to interpret the Plan and issue such regulations as it deems
appropriate. The Plan Administrator shall have the duty and
responsibility of maintaining records and making the requisite
calculations. The Plan Administrator's interpretations,
determinations, regulations, and calculations shall be final and
binding on all persons and parties concerned.
5.02 Amendment and Termination. Amoco may amend or terminate
the Plan at any time, provided, however, that no such amendment or
termination shall adversely affect a benefit to which a terminated
or retired Participant or his beneficiary is entitled under Article
II prior to the date of such amendment or termination.
5.03 Payments. The Company will pay all benefits arising
under this Plan and all costs, charges, and expenses relating
thereto.
5.04 Non-assignability of Benefits. The benefits payable
hereunder or the right to receive future benefits under the Plan
may not be anticipated, assigned (either at law or in equity),
alienated, pledged, encumbered, or subject to attachment,
garnishment, levy, execution or other legal or equitable process.
5.05 Status of Plan. The benefits under this plan shall not
be funded but shall constitute liabilities of the Company when due.
5.06 Nonguarantee of Employment. Nothing contained in this
Plan shall be construed as a contract of employment between the
Company and any Participant, or as a right of any Participant to be
continued in employment of the Company, or as a limitation on the
right of the Company to discharge any of its employees, with or
without cause.
5.07 Applicable Law. All questions pertaining to the
construction and validity of the Plan shall be determined in
accordance with the laws of the United States, and to the extent
not preempted by such laws, by the laws of the State of Illinois.
5.08 Rules of Construction. Where the context so requires,
the masculine includes the feminine, the singular includes the
plural, and the plural includes the singular.
5.09 "Cash-Only" Plan. This Plan is designed to satisfy the
requirements of a "cash-only" plan in which interests in the Plan
are not considered "derivative securities" under Section 16 of the
Securities Exchange Act of 1934. To the extent any provision of
this Plan does not satisfy the requirements of such a "cash-only"
plan," this Plan shall be deemed to be amended to so satisfy such
requirements.
5.10 Withholding. The Company is authorized to withhold all
income and other taxes required to be withheld from amounts payable
under this Plan.
AMENDMENT AND RESTATEMENT
OF
DEFERRAL SAVINGS RESTORATION PLAN
OF
AMOCO CORPORATION AND PARTICIPATING COMPANIES
WHEREAS, Amoco Corporation ("AMOCO") maintains Deferral Savings
Restoration Plan of Amoco Corporation and Participating Companies
("Plan"); and
WHEREAS, amendment and restatement of the Plan now is considered
desirable;
NOW, THEREFORE, pursuant to resolutions adopted by the Board of
Directors of this Corporation on September 27, 1994, which
delegated various powers relating to employee benefit plans to the
Senior Vice President (Human Resources) of AMOCO and to the powers
reserved to AMOCO by subsection 5.02 of the Plan, the Plan as
evidenced by the attached official text, be and is hereby amended
and restated, effective November 27, 1995.
* * * * * * * * * * *
I, R. W. Anderson, Senior Vice President of Amoco Corporation,
hereby approve and adopt the attached official text of the amended
and restated Deferral Savings Restoration Plan of Amoco Corporation
and Participating Companies, effective November 27, 1995.
Dated this __19__ day of _February_, 1996
_ __R. W. Anderson____________
Senior Vice President, Amoco Corporation
As aforesaid
ERISA SAVINGS RESTORATION PLAN
OF
AMOCO CORPORATION
AND
PARTICIPATING COMPANIES
Established as of: July 1, 1983
Amended and Restated as of: November 27, 1995
ERISA SAVINGS RESTORATION PLAN
OF
AMOCO CORPORATION
AND
PARTICIPATING COMPANIES
TABLE OF CONTENTS
Page
I. DEFINITIONS
1.01 Act 1
1.02 Amoco 1
1.03 Code 1
1.04 Company 1
1.05 Effective Date 1
1.06 Maximum Benefit 1
1.07 Participant 1
1.08 Savings Plan 1
1.09 Plan 1
1.10 Section 16 Officer 1
1.11 Unrestricted Benefit 1
II. COMPANY CONTRIBUTION ACCOUNT
2.01 Establishment of Company
Contribution Account 3
2.02 Crediting Company Matching Contributions 3
2.03 Charge to Company Contribution Accounts 3
III. HYPOTHETICAL INVESTMENT OF COMPANY CONTRIBUTIONS
3.01 Hypothetical Investment 4
3.02 Hypothetical Investment of Credited
Company Matching Contributions
and Transfers Among Funds 4
ERISA SAVINGS RESTORATION PLAN
OF
AMOCO CORPORATION
AND
PARTICIPATING COMPANIES
TABLE OF CONTENTS
(Continued)
Page
IV. DISTRIBUTIONS
4.01 Distribution Upon Retirement 5
4.02 Distribution Upon Death of a Participant 5
4.03 Termination of Employment Prior to
Retirement or Death 5
4.04 $3,500 Cash-Out 6
4.05 Designation of Beneficiary 6
4.06 No Designation 6
4.07 All Distributions In Cash 6
4.08 Other Withdrawals and Distributions 7
V. ADMINISTRATION OF THE PLAN
5.01 Plan Administrator 8
5.02 Amendment and Termination 8
5.03 Payments 8
5.04 Non-assignability of Benefits 8
5.05 Status of Plan 8
5.06 Nonguarantee of Employment 8
5.07 Applicable Law 8
5.08 Rules of Construction 9
5.09 "Cash-Only" Plan 9
5.10 Withholding 9
ARTICLE I
DEFINITIONS
1.01 "Act" shall mean the Employee Retirement Income Security
Act of 1974 ("ERISA"), as amended from time to time.
1.02 "Amoco" shall mean Amoco Corporation, an Indiana
corporation.
1.03 "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.
1.04 "Company" shall mean Amoco and any of its subsidiaries or
affiliated business entities participating in the Savings Plan.
1.05 "Effective Date" shall mean July 1, 1983.
1.06 "Maximum Benefit" shall mean the maximum total of Company
Matching Contributions permitted by the Code to be contributed to
the account of a Participant of the Savings Plan for any calendar
year under Sections 415(c)(1)(A) and 401(a)(17) of the Code.
1.07 "Participant" shall mean any employee of the Company who
is an active Participant in the Savings Plan on or after the
Effective Date, is a recipient of a bonus under the 1991 Incentive
Program for Amoco Corporation and its Participating Subsidiaries
and has deferred payment of all or a portion of any bonus past the
initial payment date.
1.08 "Savings Plan" shall mean the Amoco Employee Savings
Plan, as amended from time to time.
1.09 "Plan" shall mean the ERISA Savings Restoration Plan of
Amoco Corporation and Participating Companies, as amended from time
to time or restated, which shall be an unfunded excess benefit plan
as defined in Act Section 3(36).
1.10 "Section 16 Officer" shall mean any employee of the
Company who is an officer under Section 16 of the Securities
Exchange Act of 1934.
1.11 "Unrestricted Benefit" shall mean the maximum total of
Company Matching Contributions that would have been contributed to
the Savings Plan company contribution account of a Participant of
the Savings Plan for any calendar year, without regard to the
limitations of the Code imposed under Sections 415(c)(1)(A) and
401(a)(17).
ARTICLE II
COMPANY CONTRIBUTION ACCOUNT
2.01 Establishment of Company Contribution Account. The Plan
Administrator will establish and maintain an unfunded Company
Contribution Account in the name of each Participant.
2.02 Crediting Company Matching Contributions. For every
payroll cycle the Plan Administrator shall determine which
Participants have an Unrestricted Benefit greater than their
Maximum Benefit. The Plan Administrator shall make this
determination by making the calculations on a payroll cycle basis.
Then, under a procedure similar to the one used for the Savings
Plan, the Plan Administrator shall credit to the Company
Contribution Accounts of each of those Participants an amount equal
to his Unrestricted Benefit less his Maximum Benefit.
2.03 Charge to Company Contribution Accounts. Any amount
distributed or paid from a Company Contribution Account will be
charged against such account, under a procedure similar to the one
used for the Savings Plan, as of the day on which the distribution
or payment occurs.
ARTICLE III
HYPOTHETICAL INVESTMENT FUNDS
3.01 Hypothetical Investment Funds. The Plan Administrator
will maintain records which reflect the portion of each Company
Contribution Account of a Participant that is hypothetically to be
invested in any of the investment funds available to participants
in the Savings Plan, as amended from time to time. The Plan
Administrator shall use the same values used by the plan
administrator of the Savings Plan in maintaining these records.
3.02 Hypothetical Investment of Credited Company Matching
Contributions and Transfers Among Funds. All Company Matching
Contributions will be hypothetically invested in the Savings Plan
Amoco Stock Fund when they are initially credited to Participants'
Company Contribution Accounts. Twice a calendar month, a
Participant may direct a hypothetical transfer among the investment
funds available to participants in the Savings Plan, so that his
Company Contribution Account is invested entirely in one investment
fund or in a combination of two or more of the investment funds,
provided that combinations must be specified in 5% increments and
the total combination must equal 100%. Notwithstanding the
foregoing, Section 16 Officers are prohibited from making a
hypothetical transfer of assets into or out of the Savings Plan
Amoco Stock Fund.
ARTICLE IV
DISTRIBUTIONS
4.01 Distribution Upon Retirement. A Participant whose
employment terminates as a result of retirement, as defined under
the Savings Plan, will receive the total amount credited to his
Company Contribution Account, in a cash lump sum, in the January
following his retirement. Notwithstanding the foregoing, a
Participant can accelerate payment of his lump sum distribution by
irrevocably electing to accelerate, prior to his retirement, his
cash lump sum distribution to the month following his retirement.
However, if the Participant accelerating his lump sum distribution
is a Section 16 Officer at the time of election such election to
accelerate must be made no later than six months prior to his
retirement.
4.02 Distribution Upon Death of a Participant. If a
Participant dies with a balance in his Company Contribution
Account, his beneficiary will receive the total amount in his
account in a cash lump sum as soon as administratively practicable.
4.03 Termination of Employment Prior to Retirement or Death.
If a Participant's employment with the Company terminates under
circumstances other than for retirement or death, he shall be 100%
vested in an amount equal to the amount credited to his Company
Contribution Account [less the smaller of: 1. the value of the sum
of the Company Matching Contributions, valued on the date credited
to his Company Contribution Account, times the result of 100% minus
the vested percent or, 2. the value of his Company Contribution
Account times the vested percent], which is a percentage based upon
his years of vesting service (as defined under the Savings Plan),
as follows:
Year of Vesting But Less Than Vested Percentage
Service
2 Years 0%
2 Years 3 Years 25%
3 Years 4 Years 50%
4 Years 5 Years 75%
5 Years 100%
A Participant whose employment terminates under circumstances
other than for retirement or death will receive the vested portion
credited to his Company Contribution Account in a cash lump sum, in
the January following his termination of employment.
Notwithstanding the foregoing, a Participant can accelerate payment
of his lump sum distribution by irrevocably electing to accelerate
prior to his termination of employment, his cash lump sum
distribution to the month following his termination of employment.
However, if the Participant accelerating his lump sum distribution
is a Section 16 Officer at the time of election, such election to
accelerate must be made no later than six months prior to his
termination of employment.
4.04 $3,500 Cash-Out. If the vested amount credited to a
Participant's Company Contribution Account does not exceed $3,500
at the date of his termination of employment for any reason, the
Plan Administrator shall distribute in a cash lump sum the entire
vested amount credited to his account as soon as administratively
practicable.
4.05 Designation of Beneficiary. A Participant may designate
one or more beneficiaries and may revoke or change such designation
at any time. If the Participant names two or more beneficiaries,
distribution to them will be in such proportions as the Participant
designates or, if the Participant does not so designate, in equal
shares pro rata from such Participant's Company Contribution
Account. Also, if the Participant names two or more beneficiaries
and one beneficiary predeceases the Participant, then the deceased
beneficiary's share shall be distributed to the other beneficiaries
in the percentages stated on the Participants' beneficiary election
form. Any designation of beneficiary will be in writing on such
form as Amoco may prescribe and will be effective upon filing with
Amoco.
Notwithstanding the preceding paragraph, the sole
beneficiary of a married Participant will be the Participant's
spouse unless the spouse consents in writing to the designation of
another person as beneficiary. The spouse's consent must
acknowledge the effect of such consent and be witnessed by a notary
public.
4.06 No Designation. Any portion of a distribution payable
upon the death of a Participant which is not disposed of by a
designation of beneficiary for any reason whatsoever will be paid
to the Participant's spouse if living at this death, otherwise to
the Participant's estate.
4.07 All Distributions In Cash. All distributions made from
the Plan shall be made in cash only.
4.08 Other Withdrawals and Distributions. Withdrawals and
distributions from the Plan shall not be permitted for any reasons
other than those in this Article IV.
ARTICLE V
ADMINISTRATION OF THE PLAN
5.01 Plan Administrator. The Plan shall be administered by
Amoco (or its agent) which shall have the discretionary authority
to interpret the Plan and issue such regulations as it deems
appropriate. The Plan Administrator shall have the duty and
responsibility of maintaining records and making the requisite
calculations. The Plan Administrator's interpretations,
determinations, regulations, and calculations shall be final and
binding on all persons and parties concerned.
5.02 Amendment and Termination. Amoco may amend or terminate
the Plan at any time, provided, however, that no such amendment or
termination shall adversely affect a benefit to which a terminated
or retired Participant or his beneficiary is entitled under Article
II prior to the date of such amendment or termination.
5.03 Payments. The Company will pay all benefits arising
under this Plan and all costs, charges, and expenses relating
thereto.
5.04 Non-assignability of Benefits. The benefits payable
hereunder or the right to receive future benefits under the Plan
may not be anticipated, assigned (either at law or in equity),
alienated, pledged, encumbered, or subject to attachment,
garnishment, levy, execution or other legal or equitable process.
5.05 Status of Plan. The benefits under this plan shall not
be funded but shall constitute liabilities of the Company when due.
5.06 Nonguarantee of Employment. Nothing contained in this
Plan shall be construed as a contract of employment between the
Company and any Participant, or as a right of any Participant to be
continued in employment of the Company, or as a limitation on the
right of the Company to discharge any of its employees, with or
without cause.
5.07 Applicable Law. All questions pertaining to the
construction and validity of the Plan shall be determined in
accordance with the laws of the United States, and to the extent
not preempted by such laws, by the laws of the State of Illinois.
5.08 Rules of Construction. Where the context so requires,
the masculine includes the feminine, the singular includes the
plural, and the plural includes the singular.
5.09 "Cash-Only" Plan. This Plan is designed to satisfy the
requirements of a "cash-only" plan in which interests in the Plan
are not considered "derivative securities" under Section 16 of the
Securities Exchange Act of 1934. To the extent any provision of
this Plan does not satisfy the requirements of such a "cash-only"
plan," this Plan shall be deemed to be amended to so satisfy such
requirements.
5.10 Withholding. The Company is authorized to
withhold all income and other taxes required to be withheld from
amounts payable under this Plan.
AMENDMENT AND RESTATEMENT
OF
ERISA SAVINGS RESTORATION PLAN
OF
AMOCO CORPORATION AND PARTICIPATING COMPANIES
WHEREAS, Amoco Corporation ("AMOCO") maintains ERISA Savings
Restoration Plan of Amoco Corporation and Participating Companies
("Plan"); and
WHEREAS, amendment and restatement of the Plan now is considered
desirable;
NOW, THEREFORE, pursuant to resolutions adopted by the Board of
Directors of this Corporation on September 27, 1994, which
delegated various powers relating to employee benefit plans to the
Senior Vice President (Human Resources) of AMOCO and to the powers
reserved to AMOCO by subsection 5.02 of the Plan, the Plan as
evidenced by the attached official text, be and is hereby amended
and restated, effective November 27, 1995.
* * * * * * * * * * *
I, R. W. Anderson, Senior Vice President of Amoco Corporation,
hereby approve and adopt the attached official text of the amended
and restated ERISA Savings Restoration Plan of Amoco Corporation
and Participating Companies, effective November 27, 1995.
Dated this __19__ day of _February_, 1996
_ __R. W. Anderson____________
Senior Vice President, Amoco Corporation
As aforesaid
AMOCO CORPORATION
BONUS DEFERRAL PLAN FOR 1991 INCENTIVE PROGRAM
AS AMENDED EFFECTIVE JANUARY 1, 1995
1. PURPOSE
The purpose of this Bonus Deferral Plan (this "Plan") is to
provide certain employees of Amoco Corporation ("Amoco") and
its subsidiaries who receive bonuses pursuant to the 1991
Incentive Program of Amoco Corporation and its Participating
Subsidiaries (the "1991 Incentive Program") an opportunity to
receive such bonuses on a deferred basis. This Plan shall be
considered part of the 1991 Incentive Program and is set out
in a separate document merely for convenience.
2. ELIGIBILITY
Persons regularly eligible for a bonus under the 1991
Incentive Program who are on a United States (U.S. $) payroll
are eligible to participate in this Plan. Persons on other
countries' payrolls will be eligible only as, and if,
determined by the Compensation and Organization Committee or
its delegatee(s).
3. TERMS OF DEFERRAL
a. Eligible persons may voluntarily elect to defer
receipt of a portion or all of any bonus which may be
earned in future years.
b. Election must be made no later than August 31 of the
year in which a bonus is earned; provided, however, that
election by any Section 16 Participant (as defined below)
must be made at least six months prior to the date of the
bonus award for which such election is made.
c. Deferrals may be for a specified period during
employment or until after retirement, or a combination of
both.
d. Deferred bonuses will be deemed to be invested in
either of two ways or a combination thereof.
1) Cash credited with interest at a rate
determined by the Compensation and Organization
Committee.
2) Share Units equivalent to shares of Amoco
common stock with quarterly dividend equivalents
credited and reinvested in additional Share Units.
e. Switching of deferred bonuses for any given year by
Participants who are subject to Section 16 of the
Securities Exchange Act of 1934 ("Section 16
Participants") between investment alternatives will not
be permitted after the election to defer the bonus has
been made. Non-Section 16 Participants shall be
permitted to switch deferred bonuses for any given year
between investment alternatives once in any twelve month
period. In connection with any change in the monthly
rate made by the Compensation and Organization Committee
pursuant to Section 9 of this Plan, the Compensation and
Organization Committee may elect to permit Non-Section 16
Participants to switch deferred bonuses for any given
year between investment alternatives one time (in
addition to the once-per-twelve-month switch permitted by
the preceding sentence) effective with such change in the
monthly rate. In the event that the Compensation and
Organization Committee elects to permit any such special
switch between investment alternatives, appropriate
notice shall be sent to all Non-Section 16 Participants
in advance of the effective date. In no event will any
Section 16 Participant be permitted to switch any
deferred bonus between investment alternatives after the
election to defer such bonus is made.
f. Payout of a deferred bonuses may be as follows:
1) In lump sum or in up to five annual
installments if payout occurs or commences during
employment, or
2) In lump sum or in up to fifteen annual
installments if payout occurs or commences following
retirement, or
3) A combination of 1 and 2.
"Retirement" shall mean retirement under a
qualified retirement plan of Amoco and its
subsidiaries.
g. Acceleration of payout of deferred bonuses to a date
or dates sooner than originally elected is not
permissible for any reason for Section 16 Participants.
For non-Section 16 Participants, acceleration of payout
of deferred bonuses to a date or dates sooner than
originally elected is permissible only in the case of
severe financial hardship beyond the control of the
Participant and is at the discretion of Amoco.
h. Payouts of deferred bonuses shall be made only in
the form of cash. Payment for Share Units will be based
on the fair market value of Amoco common shares at the
time of payout as provided in this Plan.
4. DEFERRED COMPENSATION ACCOUNTS
A deferred bonuses account shall be maintained for each
Participant ("Participant's Account"). Cash, interest
equivalents, Share Units, and Dividend Equivalents shall be
credited to a Participant's Account as stipulated in the
applicable election form(s) and as set forth in this Plan.
5. UNFUNDED OBLIGATION
All payments under this Plan shall be made from the general
funds of Amoco and no special or separate fund shall be
established and no other segregation of assets shall be made
to assure the payment of any deferred payments. No
Participant shall have any right, title or interest whatever
in or to any investment which Amoco may make to aid it in
meeting its obligations hereunder. Nothing contained in this
Plan and no action taken pursuant to its provisions, shall
create or be construed to create a trust or escrow of any kind
or a fiduciary relationship between Amoco and a Participant or
any other person. To the extent a Participant or any other
person acquires a right to receive payments from Amoco, such
right shall be no greater than the right of a general
unsecured creditor.
6. SHARE UNITS
Share Units shall be credited to a Participant's Account
promptly upon payment of a bonus for the amount of the bonus
deferred in Share Units. The value of Share Units for the
purposes of crediting accounts with periodic Dividend
Equivalents shall be the average of the high and low prices
for shares of Amoco common stock ("Shares") as reported on the
New York Stock Exchange on the applicable dividend payment
date. Any fractional Share Units shall be maintained in the
Participant's Account. The number of Share Units in an
account shall be adjusted to give effect to any increase or
decrease in the number of issued and outstanding Shares
through the declaration of a stock dividend, or through
recapitalization resulting in a stock split, combination or
exchange of Shares of Amoco, or the like. Share Units shall
not entitle any person to the rights of a shareholder.
7. DIVIDEND EQUIVALENTS
Until payment in accordance with this Plan, a Participant's
Account credited with Share Units shall be credited on
dividend payment dates with Dividend Equivalents. On any
dividend payment date when cumulative Dividend Equivalents in
a Participant's Account shall equal or exceed the value of a
full Share Unit, such Dividend Equivalents shall be credited
to such account in a full Share Unit. Fractional Share Units
shall also be maintained.
8. CASH
A Participant's Account shall be credited promptly upon
payment of a bonus for the applicable amount of bonus deferred
in cash.
9. INTEREST
Until payment in accordance with this Plan, Participant's
Accounts deferred in cash shall be deemed to accrue interest
equivalents, which shall be credited and compounded monthly at
a rate determined by the Compensation and Organization
Committee.
10. PAYMENT OF DEFERRED COMPENSATION
Each Participant shall be entitled to receive in cash all
deferred compensation credited to such Participant's Account
(less taxes, if any, required to be withheld by the Federal or
any state or local government and paid over to such government
for the Participant) in accordance with such Participant's
election(s). Payment of amounts deferred in Share Units shall
be based on the average of the high and low prices of Shares
as reported on the New York Stock Exchange for the trading day
preceding a payment date.
If annual installments are elected, the amount of the first
payment shall be a fraction of the balance in the
Participant's Account as of the day preceding each subsequent
payment, the numerator of which is one and the denominator of
which is the total number of installments elected minus the
number of installments previously paid.
In the event of a Participant's death, the balance in the
Participant's Account shall be paid to the Participant's
designated beneficiary, or to the Participant's estate. The
balance in the Participant's account shall be determined as of
the date of death. Such balance shall be paid in a single
payment to the Participant's beneficiary or the Participant's
estate, as applicable, as soon as reasonably practicable
thereafter.
Notwithstanding the foregoing, if a Participant shall
terminate his or her employment with Amoco or its subsidiaries
for any reason other than death or retirement, the balance in
the Participant's Account shall be determined as of the date
of termination. Such balance shall be paid in a single
payment to the Participant as soon as reasonably practicable
thereafter.
11. VALUE OF DEFERRED COMPENSATION ACCOUNTS
The value of each Participant's Account shall consist of
amount of bonuses deferred in the form of cash and/or Share
Units and the interest equivalents or Dividend Equivalents
described in Sections 7 and 9. All deferred cash credits to
an account shall be deemed to earn interest equivalents for
the period from the date credited to the date of withdrawal.
12. NON-ASSIGNABILITY
The right of a Participant to receive any unpaid portion of
the Participant's Account shall not be voluntarily or
involuntarily assigned, transferred, pledged or encumbered or
be subject in any manner to alienation or anticipation, except
that a Participant may designate, on forms provided by Amoco,
a beneficiary to receive unpaid installments in the event of
such Participant's death.
13. ADMINISTRATION
The administrator of the Plan shall be the Compensation and
Organization Committee and its delegatee(s). The Compensation
and Organization Committee and its delegatee(s) shall have the
authority to adopt rules, regulations and procedures for
carrying out this Plan and to interpret and implement the
provisions hereof.
14. AMENDMENT AND TERMINATION
This Plan may at any time be amended, modified or terminated
by the Compensation and Organization Committee and its
delegatee(s); provided, however that with respect to Section
16 Participants only the Compensation and Organization
Committee may so amend, modify or terminate the Plan. No
amendment, modification or termination shall, without the
consent of a Participant, adversely affect such Participant's
rights with respect to amounts credited to the Participant's
Account.
15. EFFECTIVE DATE
This Plan is effective as of November 1, 1991. This Plan will
continue in effect until terminated by the Compensation and
Organization Committee. The first bonuses under the 1991
Incentive Program to which this Plan shall apply shall be
bonuses payable in calendar year 1993.
Amended and Restated effective January 1, 1995.
AMOCO CORPORATION
PERFORMANCE UNIT DEFERRAL PLAN
AS AMENDED EFFECTIVE JANUARY 1, 1995
1. PURPOSE
The purpose of this Performance Unit Deferral Plan (this
"Plan") is to provide recipients of performance units received
pursuant to the 1986 Management Incentive Program of Amoco
Corporation ("Amoco") and its Participating Subsidiaries
("MIP") an opportunity to receive payouts of such performance
units on a deferred basis. This Plan shall be considered part
of the MIP and is set out in a separate document for
convenience.
2. ELIGIBILITY
Persons regularly eligible for a performance unit award under
the MIP who are on a United States (U.S. $) payroll are
eligible to participate in this Plan. Each person so eligible
who participates in this Plan shall be referred to herein as a
"Participant."
3. TERMS OF DEFERRAL
a. Eligible persons may voluntarily elect to defer
receipt of a portion or all of any payout which may be
earned following a performance period.
b. Election must be made no later than December 31 of
the year preceding the final year of the applicable
performance period. Deferral elections shall be
irrevocable. Human Resources shall make available
election forms for deferrals to eligible Participants.
Election forms must be submitted to Executive
Compensation Administration prior to such date.
c. Deferrals may be for a specified period during
employment or until after retirement, or a combination of
both.
d. Deferred performance unit grant payouts may be
deemed to be invested in either of two ways or a
combination thereof.
1) Cash credited with interest at a rate
determined by the Compensation and Organization
Committee.
2) Share Units equivalent to shares of Amoco
common stock with quarterly dividend equivalents
credited and reinvested in additional Share Units.
e. Switching of deferred performance unit payouts for
any given year by Participants who are subject to Section
16 of the Securities Exchange Act of 1934 ("Section 16
Participants") between investment alternatives will not
be permitted after the election to defer the performance
unit grant payout has been made. Non-Section 16
Participants shall be permitted to switch deferred
performance unit payouts for any given year between
investment alternatives once in any twelve-month period.
In connection with any change in the monthly rate made by
the Compensation and Organization Committee pursuant to
Section 9 of this Plan, the Compensation and Organization
Committee may elect to permit Non-Section 16 Participants
to switch deferred bonuses for any given year between
investment alternatives one time (in addition to the once-
per-twelve-month switch permitted by the preceding
sentence) effective with such change in the monthly rate.
In the event that the Compensation and Organization
Committee elects to permit any such special switch
between investment alternatives, appropriate notice shall
be sent to all Non-Section 16 Participants in advance of
the effective date. In no event will any Section 16
Participant be permitted to switch any deferred bonus
between investment alternatives after the election to
defer such bonus is made.
f. Payout of a deferred bonuses may be as follows:
1) In lump sum or in up to five annual
installments if payout occurs or commences during
employment, or
2) In lump sum or in up to fifteen annual
installments if payout occurs or commences following
retirement, or
3) A combination of 1 and 2.
"Retirement" shall mean retirement under a
qualified retirement plan of Amoco and its
subsidiaries.
g. Acceleration of payout to a date or dates sooner
than originally elected is not permissible for any reason
for Section 16 Participants. For non-Section 16
Participants, acceleration of payout to a date or dates
sooner than originally elected is permissible only in the
case of severe financial hardship beyond the control of
the Participant and is at the discretion of Amoco..
h. Payouts shall be made only in the form of cash.
Payment for Share Units will be based on the fair market
value of Amoco common shares at the time of payment as
provided in this Plan.
4. DEFERRED COMPENSATION ACCOUNTS
A deferred performance unit payout account shall be maintained
for each Participant ("Participant's Account"). Cash,
interest equivalents, Share Units, and Dividend Equivalents
shall be credited to a Participant's Account as stipulated in
the applicable election form(s) and as set forth in this Plan.
5. UNFUNDED OBLIGATION
All payments under this Plan shall be made from the general
funds of Amoco and no special or separate fund shall be
established and no other segregation of assets shall be made
to assure the payment of any deferred payments. No
Participant shall have any right, title or interest whatever
in or to any investment which Amoco may make to aid it in
meeting its obligations hereunder. Nothing contained in this
Plan and no action taken pursuant to its provisions, shall
create or be construed to create a trust or escrow of any kind
or a fiduciary relationship between Amoco and a Participant or
any other person. To the extent a Participant or any other
person acquires a right to receive payments from Amoco, such
right shall be no greater than the right of a general
unsecured creditor.
6. SHARE UNITS
Share Units shall be credited to a Participant's Account
promptly upon payout of the performance units for the amount
of the payout deferred in Share Units. The value of Share
Units for the purposes of crediting accounts with periodic
Dividend Equivalents shall be the average of the high and low
prices for shares of Amoco common stock ("Shares") as reported
on the New York Stock Exchange on the applicable dividend
payment date. Any fractional Share Units shall be maintained
in the Participant's Account. The number of Share Units in an
account shall be adjusted to give effect to any increase or
decrease in the number of issued and outstanding Shares
through the declaration of a stock dividend, or through
recapitalization resulting in a stock split, combination or
exchange of Shares of Amoco, or the like. Share Units shall
not entitle any person to the rights of a shareholder.
7. DIVIDEND EQUIVALENTS
Until payment in accordance with this Plan, a Participant's
Account credited with Share Units shall be credited on
dividend payment dates with Dividend Equivalents. On any
dividend payment date when cumulative Dividend Equivalents in
a Participant's Account shall equal or exceed the value of a
full Share Unit, such Dividend Equivalents shall be credited
to such account in a full Share Unit. Fractional Share Units
shall also be maintained.
8. CASH
A Participant's Account shall be credited promptly upon payout
of the performance units for the applicable amount of the
payout deferred in cash.
9. INTEREST
Until payment in accordance with this Plan, Participant's
Accounts deferred in cash shall be deemed to accrue interest
equivalents, which shall be credited and compounded monthly at
a rate determined by the Compensation and Organization
Committee.
10. PAYMENT OF DEFERRED COMPENSATION
Each Participant shall be entitled to receive in cash all
deferred compensation credited to such Participant's Account
(less taxes, if any, required to be withheld by the Federal or
any state or local government and paid over to such government
for the Participant) in accordance with such Participant's
election(s). Payment of amounts deferred in Share Units shall
be based on the average of the high and low prices of Shares
as reported on the New York Stock Exchange for the trading day
preceding a payment date.
If annual installments are elected, the amount of the first
payment shall be a fraction of the balance in the
Participant's Account as of the day preceding each subsequent
payment, the numerator of which is one and the denominator of
which is the total number of installments elected. The amount
of each subsequent payment shall be a fraction of the balance
in the Participant's Account as of the day preceding each
subsequent payment, the numerator of which is one and the
denominator of which is the total number of installments
elected minus the number of installments previously paid.
In the event of a Participant's death, the balance in the
Participant's Account shall be paid to the Participant's
designated beneficiary, to the Participant's estate. The
balance in the Participant's account shall be determined as of
the date of death. Such balance shall be paid in a single
payment to the Participant's beneficiary or the Participant's
estate, as applicable, as soon as reasonably practicable
thereafter.
Notwithstanding the foregoing, if a Participant shall
terminate his or her employment with Amoco or its subsidiaries
for any reason other than death or retirement, the balance in
the Participant's Account shall be determined as of the date
of termination. Such balance shall be paid in a single
payment to the Participant as soon as reasonably practicable
thereafter.
11. VALUE OF DEFERRED COMPENSATION ACCOUNTS
The value of each Participant's Account shall consist of
amount of the performance unit payouts deferred in the form of
cash and/or Share Units and the interest equivalents or
Dividend Equivalents described in Sections 7 and 9. All
deferred cash credits to an account shall earn interest for
the period from the date credited to the date of withdrawal.
As promptly as practicable following the close of each
calendar year a statement will be sent to each Participant as
to the balance in the Participant's Account as of the end of
such year.
12. NON-ASSIGNABILITY
The right of a Participant to receive any unpaid portion of
the Participant's Account shall not be voluntarily or
involuntarily assigned, transferred, pledged or encumbered or
be subject in any manner to alienation or anticipation, except
that a Participant may designate, on forms provided by Amoco,
a beneficiary to receive unpaid installments in the event of
such Participant's death.
13. ADMINISTRATION
The administrator of the Plan shall be the Compensation and
Organization Committee and its delegatee(s). The Compensation
and Organization Committee and its delegatee(s) shall have the
authority to adopt rules, regulations and procedures for
carrying out this Plan and to interpret and implement the
provisions hereof.
14. AMENDMENT AND TERMINATION
This Plan may at any time be amended, modified or terminated
by the Compensation and Organization Committee and its
delegatee(s); provided, however that with respect to Section
16 Participants only the Compensation and Organization
Committee may so amend, modify or terminate the Plan. No
amendment, modification or termination shall, without the
consent of a Participant, adversely affect such Participant's
rights with respect to amounts credited to the Participant's
Account.
15. EFFECTIVE DATE
This Plan is effective as of May 1, 1991, but it incorporates
terms of performance unit deferral previously in effect as
well as amendments to such terms which are effective as of May
1, 1991. This Plan will continue in effect until terminated
by the Compensation and Organization Committee or until all
performance units under the MIP have been paid out and all
Participants' Accounts under this Plan have been paid out.
Amended and Restated effective January 1, 1995.
DEFERRAL RETIREMENT RESTORATION PLAN
OF
AMOCO CORPORATION
AND
PARTICIPATING COMPANIES
Established as of: July 1, 1983
Amended and Restated as of: November 27, 1995
DEFERRAL RETIREMENT RESTORATION PLAN
OF
AMOCO CORPORATION
AND
PARTICIPATING COMPANIES
TABLE OF CONTENTS
Page
I. DEFINITIONS
1.01 Act 1
1.02 Amoco 1
1.03 Code 1
1.04 Company 1
1.05 Deferred Earnings 1
1.06 Effective Date 1
1.07 Maximum Benefit 1
1.08 Participant 1
1.09 Pension Plan 2
1.10 Plan 2
1.11 Unrestricted Benefit 2
II. BENEFITS
2.01 Normal Retirement Benefit 3
2.02 Early Retirement Benefit 3
2.03 Deferred Vested Retirement Benefit 3
2.04 Spouse's Pension Benefit 3
2.05 Optional Forms of Benefit Payment 3
III. ADMINISTRATION OF THE PLAN
3.01 Plan Administrator 5
3.02 Amendment and Termination 5
3.03 Payments 5
3.04 Non-assignability of Benefits 5
3.05 Status of Plan 5
3.06 Nonguarantee of Employment 5
3.07 Applicable Law 5
3.08 Rules of Construction 6
ARTICLE I
DEFINITIONS
1.01 "Act" shall mean the Employee Retirement Income Security
Act of 1974 ("ERISA"), as amended from time to time.
1.02 "Amoco" shall mean Amoco Corporation, an Indiana
corporation.
1.03 "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.
1.04 "Company" shall mean Amoco corporation and any of its
subsidiaries or affiliated business entities participating in the
Savings Plan.
1.05 "Deferred Earnings" shall mean all or the portion of a
Participant's bonus under the 1991 Incentive Program for Amoco
Corporation and its Participating Subsidiaries that the payment of
such bonus was deferred past the initial payment date.
1.06 "Effective Date" shall mean July 1, 1983.
1.07 "Maximum Benefit" shall mean the sum of the monthly
equivalent payable to a Participant under the Pension Plan and, if
applicable, the ERISA Retirement Restoration Plan of Amoco
Corporation and Participating Companies.
1.08 "Participant" shall mean any employee of the Company who
is an active Participant in the Pension Plan on or after the
Effective Date and who satisfies one or both of the following
requirements:
(a) Such employee's pension benefits determined on the
basis of the provisions of the Pension Plan is reduced because of
the Section 401(a)(17) limitation of the Code, or
(b) Such employee is a recipient of a bonus under the
1991 Incentive Program for Amoco Corporation and its Participating
Subsidiaries and has deferred payment of all or a portion of any
bonus past the initial payment date.
1.09 "Pension Plan" shall mean the Employee Retirement Plan of
Amoco Corporation and Participating Companies.
1.10 "Plan" shall mean the Deferral Retirement Restoration
Plan of Amoco Corporation and Participating Companies, as amended
from time to time or restated, which shall be an unfunded excess
benefit plan as defined in Act Section 3(36).
1.11 "Unrestricted Benefit" shall mean the maximum monthly
life annuity Normal, Early, or Deferred Vested retirement benefit
(or lump sum equivalent), whichever is applicable, determined under
the Pension Plan assuming Deferred Earnings are "Earnings" as
defined in subsection 1.23 of the Pension Plan and without regard
to the limitations of the Code imposed under Section 415 and
Section 401(A)(17).
ARTICLE II
BENEFITS
2.01 Normal Retirement Benefit: Upon the Normal Retirement of
a Participant, as provided under the Pension Plan, such Participant
shall be entitled to a monthly life annuity benefit (or lump sum
equivalent) equal in amount to his Unrestricted Benefit less the
Maximum Benefit.
2.02 Early Retirement Benefit: Upon the Early Retirement of a
Participant, as provided under the Pension Plan, such Participant
shall be entitled to a monthly life annuity (or lump sum
equivalent) benefit equal to this Unrestricted benefit less the
Maximum Benefit.
2.03 Deferred Vested Retirement Benefit: If a Participant
terminates employment with the Company and is entitled to a
Deferred Vested Retirement Benefit provided under the Pension Plan,
such a Participant shall be entitled to a monthly life annuity
benefit equal to his Unrestricted Benefit less the Maximum Benefit.
2.04 Spouse's Pension Benefit: Subject to Section 2.05,
below, upon the death a Participant whose spouse is eligible for a
pre- or post-retirement life annuity surviving benefit under the
Pension Plan, the Participant's surviving spouse shall be entitled
to a monthly life annuity benefit equal to the surviving spouse
benefit determined in accordance with the provisions of the Pension
Plan without regard to the limitation under Code Section 415 less
the maximum Benefit.
2.05 Optional Forms of Benefit Payment: A retirement benefit
payable under this Article II commencing the month (or as of the
month) following the Participant's termination of employment shall
be paid in such form as provided under the Pension Plan as the
Participant may have irrevocably elected by written notice filed
with the Administrator prior to his termination of employment. If
the participant elects any form of benefit payment other than a 50
percent Joint and Survivor Spouse Annuity his spouse (if
applicable) must consent in writing to such election. Also, if a
lump sum is elected such election must be approved by the Company.
Notwithstanding the foregoing, if a Participant also participates
in the ERISA Retirement Restoration Plan of Amoco Corporation and
Participating Companies ("ERISA Plan"), then his retirement benefit
payable under this Article II shall be paid in the same form and
time as his retirement benefit under the ERISA Plan is paid. If
the Participant defers commencement of the payment of his annuity
under the Pension Plan, then the retirement benefit payable under
this Article II shall be paid in such form and at such time as the
benefit payable under the Pension Plan would be paid.
ARTICLE III
ADMINISTRATION OF THE PLAN
3.01 Plan Administrator: The Plan shall be administered by
Amoco (or its agent) which shall have the discretionary authority
to interpret the Plan and issue such regulations as it deems
appropriate. The Plan Administrator shall have the duty and
responsibility of maintaining records, making the requisite
calculations, and disbursing payments hereunder. The Plan
Administrator's interpretations, determinations, regulations, and
calculations shall be final and binding on all persons and parties
concerned.
3.02 Amendment and Termination: Amoco may amend or terminate
the Plan at any time, provided, however, that no such amendment or
termination shall adversely affect a benefit to which a terminated
or retired Participant or his beneficiary is entitled under Article
II prior to the date of such amendment or termination.
3.03 Payments: The Company will pay all benefits arising
under this Plan and all costs, charges, and expenses relating
thereto.
3.04 Non-assignability of Benefits: The benefits payable
hereunder or the right to receive future benefits under the Plan
may not be anticipated, assigned (either at law or in equity),
alienated, pledged, encumbered, or subject to attachment,
garnishment, levy, execution or other legal or equitable process.
3.05 Status of Plan: The benefits under this Plan shall not
be funded but shall constitute liabilities of the Company when due.
3.06 Nonguarantee of Employment: Nothing contained in this
Plan shall be construed as a contract of employment between the
Company and any Participant, or as a right of any Participant to be
continued in employment of the Company, or as a limitation on the
right of the Company to discharge any of its employees, with or
without cause.
3.07 Applicable Law: All questions pertaining to the
construction and validity of the Plan shall be determined in
accordance with the laws of the United States, and to the extent
not preempted by such laws, by the laws of the State of Illinois.
3.08 Rules of Construction: Where the context so requires,
the masculine includes the feminine, the singular includes the
plural, and the plural includes the singular.
AMENDMENT AND RESTATEMENT
OF
DEFERRAL RETIREMENT RESTORATION PLAN
OF
AMOCO CORPORATION AND PARTICIPATING COMPANIES
WHEREAS, Amoco Corporation ("AMOCO") maintains Deferral Retirement
Restoration Plan of Amoco Corporation and Participating Companies
("Plan"); and
WHEREAS, amendment and restatement of the Plan now is considered
desirable;
NOW, THEREFORE, pursuant to resolutions adopted by the Board of
Directors of this Corporation on September 27, 1994, which
delegated various powers relating to employee benefit plans to the
Senior Vice President (Human Resources) of AMOCO and to the powers
reserved to AMOCO by subsection 3.02 of the Plan, the Plan as
evidenced by the attached official text, be and is hereby amended
and restated, effective November 27, 1995.
* * * * * * * * * * *
I, R. W. Anderson, Senior Vice President of Amoco Corporation,
hereby approve and adopt the attached official text of the amended
and restated Deferral Retirement Restoration Plan of Amoco
Corporation and Participating Companies, effective November 27,
1995.
Dated this __19__ day of _February_, 1996
_ __R. W. Anderson____________
Senior Vice President, Amoco Corporation
As aforesaid
ERISA RETIREMENT RESTORATION PLAN
OF
AMOCO CORPORATION
AND
PARTICIPATING COMPANIES
Established as of: July 1, 1983
Amended and Restated as of: November 27, 1995
ERISA RETIREMENT RESTORATION PLAN
OF
AMOCO CORPORATION
AND
PARTICIPATING COMPANIES
TABLE OF CONTENTS
Page
I. DEFINITIONS
1.01 Act 1
1.02 Amoco 1
1.03 Code 1
1.04 Company 1
1.05 Effective Date 1
1.06 Maximum Benefit 1
1.07 Participant 1
1.08 Pension Plan 1
1.09 Plan 1
1.10 Unrestricted Benefit 1
II. BENEFITS
2.01 Normal Retirement Benefit 2
2.02 Early Retirement Benefit 2
2.03 Deferred Vested Retirement Benefit 2
2.04 Spouse's Pension Benefit 2
2.05 Optional Forms of Benefit Payment 2
III. ADMINISTRATION OF THE PLAN
3.01 Plan Administrator 4
3.02 Amendment and Termination 4
3.03 Payments 4
3.04 Non-assignability of Benefits 4
3.05 Status of Plan 4
3.06 Nonguarantee of Employment 4
3.07 Applicable Law 4
3.08 Rules of Construction 5
ARTICLE I
DEFINITIONS
1.01 "Act" shall mean the Employee Retirement Income Security
Act of 1974 ("ERISA"), as amended from time to time.
1.02 "Amoco" shall mean Amoco Corporation, an Indiana
corporation.
1.03 "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.
1.04 "Company" shall mean Amoco and any of its subsidiaries or
affiliated business entities participating in the Pension Plan.
1.05 "Effective Date" shall mean July 1, 1983.
1.06 "Maximum Benefit" shall mean the monthly equivalent of
the maximum benefit permitted by the Code to be paid a Participant
of the Pension Plan under Section 415 of the Code.
1.07 "Participant" shall mean any employee of the Company who
is an active Participant in the Pension Plan on or after the
Effective Date and whose pension benefits determined on the basis
of the provisions of such Pension Plan, without regard to the
Section 415 limitation of the Code, would exceed the Maximum
Benefit limited under Section 415 of the Code.
1.08 "Pension Plan" shall mean the Employee Retirement Plan of
Amoco Corporation and Participating Companies, as amended form time
to time and/or the Amoco Performance Products, Inc. Retirement
Plan.
1.09 "Plan" shall mean the ERISA Retirement Restoration Plan
of Amoco Corporation and Participating Companies, as amended from
time to time or restated, which shall be an unfunded excess benefit
plan as defined in Act Section 3(36).
1.10 "Unrestricted Benefit" shall mean the maximum monthly
life annuity Normal, Early, or Deferred Vested retirement benefit
(or lump sum equivalent), whichever is applicable, determined under
the Pension Plan without regard to the limitation of the Code
imposed under Section 415.
ARTICLE II
BENEFITS
2.01 Normal Retirement Benefit: Upon the Normal Retirement of
a Participant, as provided under the Pension Plan, such Participant
shall be entitled to a monthly life annuity benefit (or lump sum
equivalent) equal in amount to his Unrestricted Benefit less the
Maximum Benefit.
2.02 Early Retirement Benefit: Upon the Early Retirement of a
Participant, as provided under the Pension Plan, such Participant
shall be entitled to a monthly life annuity (or lump sum
equivalent) benefit equal to his Unrestricted benefit less the
Maximum Benefit.
2.03 Deferred Vested Retirement Benefit: If a Participant
terminates employment with the Company and is entitled to a
Deferred Vested Retirement Benefit provided under the Pension Plan,
such a Participant shall be entitled to a monthly life annuity
benefit equal to his Unrestricted Benefit less the Maximum Benefit.
2.04 Spouse's Pension Benefit: Subject to Section 2.05,
below, upon the death a Participant whose spouse is eligible for a
pre- or post-retirement life annuity surviving benefit under the
Pension Plan, the Participant's surviving spouse shall be entitled
to a monthly life annuity benefit equal to the surviving spouse
benefit determined in accordance with the provisions of the Pension
Plan without regard to the limitation under Code Section 415 less
the maximum Benefit.
2.05 Optional Forms of Benefit Payment: A retirement benefit
payable under this Article II commencing the month (or as of the
month) following the Participants' termination of employment shall
be paid in such form as provided under the Pension Plan as the
Participant may have irrevocably elected by written notice filed
with the Administrator prior to his termination of employment. If
the participant elects any form of benefit payment other than a 50
percent Joint and Survivor Spouse Annuity his spouse (if
applicable) must consent in writing to such election. Also, if a
lump sum is elected such election must be approved by the Company.
Notwithstanding the foregoing, if a Participant also participates
in the ERISA Retirement Restoration Plan of Amoco Corporation and
Participating Companies ("ERISA Plan"), then his retirement benefit
payable under this Article II shall be paid in the same form and
time as his retirement benefit under the ERISA Plan is paid. If
the Participant defers commencement of the payment of his annuity
under the Pension Plan, then the retirement benefit payable under
this Article II shall be paid in such form and at such time as the
benefit payable under the Pension Plan would be paid.
ARTICLE III
ADMINISTRATION OF THE PLAN
3.01 Plan Administrator: The Plan shall be administered by
Amoco (or its agent) which shall have the discretionary authority
to interpret the Plan and issue such regulations as it deems
appropriate. The Plan Administrator shall have the duty and
responsibility of maintaining records, making the requisite
calculations, and disbursing payments hereunder. The Plan
Administrator's interpretations, determinations, regulations, and
calculations shall be final and binding on all persons and parties
concerned.
3.02 Amendment and Termination: Amoco may amend or terminate
the Plan at any time, provided, however, that no such amendment or
termination shall adversely affect a benefit to which a terminated
or retired Participant or his beneficiary is entitled under Article
II prior to the date of such amendment or termination.
3.03 Payments: The Company will pay all benefits arising
under this Plan and all costs, charges, and expenses relating
thereto.
3.04 Non-assignability of Benefits: The benefits payable
hereunder or the right to receive future benefits under the Plan
may not be anticipated, assigned (either at law or in equity),
alienated, pledged, encumbered, or subject to attachment,
garnishment, levy, execution or other legal or equitable process.
3.05 Status of Plan: The benefits under this Plan shall not
be funded but shall constitute liabilities of the Company when due.
3.06 Nonguarantee of Employment: Nothing contained in this
Plan shall be construed as a contract of employment between the
Company and any Participant, or as a right of any Participant to be
continued in employment of the Company, or as a limitation on the
right of the Company to discharge any of its employees, with or
without cause.
3.07 Applicable Law: All questions pertaining to the
construction and validity of the Plan shall be determined in
accordance with the laws of the United States, and to the extent
not preempted by such laws, by the laws of the State of Illinois.
3.08 Rules of Construction: Where the context so requires,
the masculine includes the feminine, the singular includes the
plural, and the plural includes the singular.
AMENDMENT AND RESTATEMENT
OF
ERISA RETIREMENT RESTORATION PLAN
OF
AMOCO CORPORATION AND PARTICIPATING COMPANIES
WHEREAS, Amoco Corporation ("AMOCO") maintains ERISA Retirement
Restoration Plan of Amoco Corporation and Participating Companies
("Plan"); and
WHEREAS, amendment and restatement of the Plan now is considered
desirable;
NOW, THEREFORE, pursuant to resolutions adopted by the Board of
Directors of this Corporation on September 27, 1994, which
delegated various powers relating to employee benefit plans to the
Senior Vice President (Human Resources) of AMOCO and to the powers
reserved to AMOCO by subsection 3.02 of the Plan, the Plan as
evidenced by the attached official text, be and is hereby amended
and restated, effective November 27, 1995.
* * * * * * * * * * *
I, R. W. Anderson, Senior Vice President of Amoco Corporation,
hereby approve and adopt the attached official text of the amended
and restated ERISA Retirement Restoration Plan of Amoco Corporation
and Participating Companies, effective November 27, 1995.
Dated this __19__ day of _February_, 1996
_ __R. W. Anderson____________
Senior Vice President, Amoco Corporation
As aforesaid