EXHIBIT 4(B)
TRUST AGREEMENT
THIS TRUST AGREEMENT is entered into as of this 12th day of February, 1996
(this "Agreement"), between FIRST CHICAGO TRUST COMPANY OF NEW YORK, a New York
Corporation ("Trustee"), and AMOCO CORPORATION, an Indiana Corporation
("Amoco"), with respect to the AMOCO DIRECT ACCESS PLAN (the "Plan"):
R E C I T A L S
A. Trustee is a limited purpose trust company organized and existing
under the laws of the State of New York.
B. Amoco is a corporation organized and existing under the laws of the
State of Indiana, with its principal executive offices in Chicago, Illinois.
Amoco has heretofore engaged First Chicago Trust Company of New York as its
administrator of its Automatic Dividend Reinvestment Plan ("DRIP").
C. Amoco has adopted the Plan, a direct stock purchase plan, which will
replace the DRIP.
D. Concurrent with the effectiveness of this Agreement Amoco will
appoint First Chicago Trust Company of New York as administrator of the Plan
("Plan Administrator").
NOW, THEREFORE, Amoco and Trustee agree as follows:
SECTION 1. Amoco hereby confirms the establishment with the Trustee of a
trust with respect to the Book Shares in the Plan (the "Trust Property"). It
shall be the duty of the Trustee to arrange or cause the arrangement for a
nominee to be the Record Shareholder of Book Shares under the Plan. It shall
also be the duty of the Trustee to arrange for the execution of instructions
whereby participants exercise voting and/or dispositive authority over Book
Shares held in their Plan Accounts. "Dispositive" instructions are
instructions to sell or to certificate Book Shares. In causing the
"arrangements" called for in this Section 1, the Trustee may appoint or
otherwise coordinate activities with the Plan Administrator such that the Plan
Administrator establishes the nominee and executes the instructions; provided,
however, that the Plan Administrator's liability shall be established solely
under its agreement dated as of February 12, 1996 with Amoco regarding
administration of the Plan and that the Plan Administrator, as Plan
Administrator, shall be subject to no liability under this Agreement.
SECTION 2. The Trustee shall not have any duty or obligation to manage,
make any payment with respect to, register, record, control, use, sell, dispose
of or otherwise deal with the Trust Property or any other part thereof, or to
otherwise take or refrain from taking any action under, or in connection with,
any document contemplated hereby to which the Trustee is a party, except as
expressly provided by the terms of this Agreement or in any instruction
received by the Trustee from the Plan Administrator or Amoco; and no implied
duties or obligations shall be read into this Agreement against the Trustee.
The Trustee may rely and may act immediately on any instruction it receives
from the Plan Administrator that relates to the Trust Property or this
Agreement, and may do so without obligation to inquire into the validity or
authority underlying any such instruction.
1
SECTION 3. The Trustee shall not manage, control, use, sell, dispose of
or otherwise deal with any part of the Trust Property except (i) in accordance
with the powers granted to, and the authority conferred upon, the Trustee
pursuant to this Agreement including without limitation, by participants as
provided in this Agreement, and (ii) in accordance with the express terms
hereof or with any instruction delivered to the Trustee by the Plan
Administrator or Amoco.
SECTION 4. The expenses incurred by the Trustee in the performance of its
duties, such compensation to the Trustee as may be agreed upon in writing from
time to time between the Trustee and Amoco, and all other proper charges and
disbursements of the Trustee, shall be paid by Amoco.
SECTION 5. The Trustee shall discharge its duties under this Agreement
solely in the interest of the participants in the Plan and (i) in good faith
and with due diligence, observing commercially reasonable care and (ii) in
accordance with the provisions of this Agreement. The Trustee agrees to comply
with all relevant federal, state, stock exchange, and other legal requirements
pertinent to its duties under this Agreement.
SECTION 6. The Trustee will not be responsible for the administration of
the Plan or for its validity or effect. Amoco will at all times fully
indemnify and save harmless the Trustee and its successors and assigns, from
any liability arising from, actions taken or not taken, and from any other
liability directly related to this Agreement, except that Amoco will not be
required to indemnify and save harmless the Trustee from any liability arising
out of the Trustee's willful misconduct, bad faith, negligence or failure to
perform up to the standard of care described in Section 5 hereof.
SECTION 7. (a) The Trustee shall report to Amoco and the Plan
Administrator promptly, from time to time as the Plan Administrator and Amoco
may request, regarding the carrying out of its duties under this Agreement.
(b) The Trustee agrees that all information received from Amoco or the
Plan Administrator pursuant to this Agreement shall be considered and kept as
confidential information and agrees that said information shall not be divulged
to any person, firm, corporation, or any other entity except upon the direct
written authorization of Amoco or as required by judicial or regulatory
authorities. The Trustee shall not make personal use of, or indirectly furnish
or divulge, any such confidential or proprietary information. The requirements
with respect to the confidential and proprietary nature of information set
forth herein shall not cease but shall survive the termination of this
Agreement.
(c) In the case of any requests or demands for the inspection of any
records of the Trust Property, the Trustee will notify Amoco and secure
instructions from an authorized officer of Amoco as to such inspection.
Notwithstanding the foregoing, the Trustee may respond promptly to the requests
and demands of regulatory authorities in the manner the Trustee considers
appropriate under the circumstances pending instructions from Amoco.
SECTION 8. The Trustee may be removed by Amoco at any time upon
one-hundred twenty (120) days' notice in writing to the Trustee. The Trustee
may resign at any time upon one-hundred twenty (120) days' notice in writing to
Amoco. Upon such removal or resignation of the Trustee, Amoco shall appoint a
successor trustee who shall have the same duties as those conferred upon the
Trustee hereunder and who shall have assets of not less than $10 million, and,
upon acceptance of such appointment by the successor
2
trustee, the Trustee shall assign, transfer and pay over to such successor
trustee the property then constituting the Trust Property.
SECTION 9. Amoco reserves the right at any time and from time to time to
amend in whole or in part, any or all of the provisions of this Agreement, the
Plan or the Prospectus by notice thereof in writing delivered by Amoco to the
Trustee; provided that no such amendment which affects the duties, standard of
care, or indemnity of the Trustee may be made without its consent.
SECTION 10. Unless otherwise defined, capitalized terms used throughout
this Agreement shall have the same meanings as defined in the Plan.
SECTION 11. This Agreement shall be administered, construed and enforced
according to the laws of the State of Illinois.
SECTION 12. This Agreement shall be effective as of the effective date of
the Plan.
SECTION 13. Neither this Agreement nor any rights or obligations hereunder
may be assigned by the Trustee without Amoco's express, prior written consent,
which may be withheld for any reason. This Agreement shall be binding upon the
parties and their respective permitted successors and assigns.
SECTION 14. Any notice required to be given under this Agreement shall be
sent via certified or registered mail or courier service to the respective
parties at the following addresses:
To Amoco:
Paula J. Clayton, Esq.
Assistant Secretary
Mail Code 2101
Amoco Corporation
200 East Randolph Drive
Chicago, Illinois 60601
Phone: (312) 856-2671
To the Trustee:
Mr. Peter F. Sablich
Vice President
First Chicago Trust Company of New York
One First National Plaza
Suite 0123
Chicago, Illinois 60670
Phone: (312) 407-4706
Notice shall be deemed to have been given on the date reflected in the proof or
evidence of delivery, or if none, one the date actually received. Any party
may from time to time change its address for notification purposes by giving
the other party written notice of the new address and the date upon which it
will become effective.
3
SECTION 15. (a) This Agreement, constitutes the entire understanding and
agreement between the parties hereto and supersedes any prior agreement with
respect to the subject matter hereof, whether oral or written.
(b) In the event any one or more of the provisions of this Agreement is
held to be invalid or unenforceable, the remaining provisions of this Agreement
will be unimpaired, and the invalid or unenforceable provision will be replaced
by a mutually acceptable provision which, being valid and enforceable, comes
closest to the intention of the parties regarding the invalid or unenforceable
provision. Wherever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid pursuant to applicable
laws. If any provisions of this Agreement shall be prohibited by or invalid
pursuant to applicable law, such provision shall be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Agreement.
(c) Except as otherwise provided herein, no change or addition to, or
deletion of, any portion of this Agreement shall be valid or binding unless
made in writing and signed by the parties hereto.
(d) No delay, omission or forbearance on the part of a party herein to
exercise any right, option, duty or power arising out of any breach or default
by another party hereto of any of the terms, provisions or covenants contained
herein, shall constitute a waiver by the non-defaulting party to enforce any
such right, option, duty or power as against the defaulting party or as to a
subsequent breach or default of the defaulting party.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized and attested as
of this 12th day of February, 1996.
Attest: AMOCO CORPORATION
Paula J. Clayton By P. A. Brandin
Its: Corporate Secretary
Attest: FIRST CHICAGO TRUST COMPANY OF
NEW YORK
Thomas Grayman By Joseph F. Spadaford
Its: President
4