Exhibit 10(g)
AMOCO EMPLOYEE SAVINGS PLAN
As Amended and Restated
July 1, 1996
ARTICLE I INTRODUCTION 1
1.1 JULY 1, 1996 AMENDMENT AND RESTATEMENT OF PLAN 1
1.2 COMPLIANCE WITH CODE AND ERISA 1
1.3 EXCLUSIVE BENEFIT OF PARTICIPANTS 1
1.4 LIMITATION ON RIGHTS CREATED BY PLAN 2
1.5 APPLICATION OF PLAN'S TERMS 2
1.6 BENEFITS NOT GUARANTEED 2
ARTICLE II DEFINITIONS 3
2.1 ADMINISTRATIVE AND RECORDKEEPING SERVICES AGREEMENT 3
2.2 AFFILIATED COMPANY 3
2.3 AFTER-TAX SAVINGS CONTRIBUTIONS 4
2.4 ALTERNATE PAYEE 4
2.5 AMOCO 4
2.6 APPLICABLE COMPENSATION 4
2.7 BENEFICIARY 5
2.8 CASUAL EMPLOYEE 5
2.9 CODE 6
2.10 EMPLOYEE 6
2.11 EMPLOYER 6
2.12 ENTRY DATE 6
2.13 ERISA 6
2.14 HIGHLY-COMPENSATED EMPLOYEE 6
2.15 HOUR OF SERVICE 9
2.16 NORMAL RETIREMENT AGE 11
2.17 PART-TIME EMPLOYEE 11
2.18 PARTICIPANT 11
2.19 PLAN 11
2.20 PLAN YEAR 11
2.21 REGULAR EMPLOYEE 11
2.22 SAVINGS CONTRIBUTIONS 11
2.23 SURVIVING SPOUSE 11
2.24 TAX-DEFERRED SAVINGS CONTRIBUTIONS 12
2.25 TEMPORARY EMPLOYEE 12
2.26 TRUST AGREEMENT 12
2.27 TRUST FUND 12
2.28 TRUSTEE 12
ARTICLE III PARTICIPATION 13
3.1 ELIGIBLE CLASS 13
3.2 PARTICIPATION 13
3.3 END OF PARTICIPATION 14
3.4 REENTRY OF FORMER PARTICIPANT 14
ARTICLE IV SAVINGS CONTRIBUTIONS BY PARTICIPANTS 15
4.1 SAVINGS CONTRIBUTIONS 15
4.2 ENROLLMENT FOR SAVINGS CONTRIBUTIONS 15
4.3 COLLECTION OF SAVINGS CONTRIBUTIONS 16
4.4 CHANGE IN SAVINGS CONTRIBUTIONS 16
(A) INCREASE OR REDUCTION 16
(B) SUSPENSION 16
(C) RESUMPTION 16
(D) PLAN ADMINISTRATOR RULES 16
4.5 CONTRIBUTIONS CONTINGENT ON DEDUCTABILITY 16
4.6 RETURN OF EMPLOYER CONTRIBUTIONS 17
4.7 TWO SEPARATE CONTRACTS 17
4.8 401(K) TAX-DEFERRED SAVINGS CONTRIBUTIONS LIMITS 17
4.9 401(K) DEFERRAL PERCENTAGE 18
4.10 HIGHER AND LOWER PAID GROUPS 19
(A) HIGHER PAID GROUP 19
(B) LOWER PAID GROUP 19
4.11 MONITORING PARTICIPANTS' 401(K) DEFERRAL PERCENTAGES;
ADJUSTMENTS 19
(A) ADJUSTMENTS FROM THE TOP DOWN 19
(B) TIMING OF ADJUSTMENTS 19
(C) EARNINGS ON EXCESS TAX-DEFERRED SAVINGS CONTRIBUTIONS 20
(D) ANNUAL ADDITIONS FOR CODE SECTION 415 21
4.12 LIMIT ON TDS CONTRIBUTIONS 21
4.13 DIRECT ROLLOVER CONTRIBUTIONS 22
ARTICLE V COMPANY MATCHING CONTRIBUTIONS 24
5.1 COMPANY MATCHING CONTRIBUTIONS 24
5.2 TIME OF CONTRIBUTION 24
5.3 401(M) LIMITS 24
5.4 401(M) CONTRIBUTION PERCENTAGE 25
5.5 401(K)/(401(M) COMBINED LIMIT 26
(A) MULTIPLE USE TEST 26
(B) CORRECTION OF VIOLATION 26
ARTICLE VI ACCOUNTS AND CREDITS 28
6.1 ESTABLISHMENT OF ACCOUNTS 28
6.2 CREDITING PARTICIPANTS' SAVINGS CONTRIBUTIONS 28
6.3 CREDITING MATCHING CONTRIBUTIONS 28
6.4 CREDITING ROLLOVERS 28
6.5 CHARGE TO ACCOUNTS 29
6.6 ANNUAL LIMITS 29
ARTICLE VII INVESTMENT FUNDS AND CREDITING INVESTMENT EXPERIENCE32
7.1 INVESTMENT FUNDS 32
7.2 INVESTMENT DIRECTIONS AND TRANSFERS AMONG FUNDS 32
(A) INVESTMENT OF ACCOUNTS 32
(B) MANNER AND TIME OF GIVING DIRECTIONS 33
7.3 VALUATION OF ASSETS 33
7.4 CREDITING INVESTMENT EXPERIENCE 34
7.5 RISK OF LOSS 34
7.6 INTERESTS IN THE FUNDS 35
7.7 SOLE SOURCE OF BENEFITS 35
ARTICLE VIII LOANS TO PARTICIPANTS 36
8.1 PLAN ADMINISTRATOR SHALL ADMINISTER THE LOAN PROGRAM 36
8.2 AVAILABILITY OF LOANS 36
8.3 PROMISSORY NOTE 36
8.4 CONDITIONS OF LOAN 36
(A) MAXIMUM AMOUNT 36
(B) MINIMUM AMOUNT 37
(C) REPAYMENT PERIOD 37
(D) INTEREST RATE 37
(E) SECURITY FOR REPAYMENT 37
(F) REPAYMENT 37
(G) PREPAYMENT 38
(H) DEFAULT 38
(I) FEES 39
8.5 ACCOUNTING FOR LOANS 40
(A) SOURCE OF LOAN 40
(B) LOAN INVESTMENT ACCOUNT 40
(C) DISTRIBUTION UPON DEFAULT 41
ARTICLE IX IN-SERVICE WITHDRAWALS 42
9.1 WITHDRAWALS FROM AFTER-TAX SAVINGS ACCOUNT 42
9.2 WITHDRAWALS FROM ROLLOVER ACCOUNT 42
9.3 WITHDRAWALS FROM COMPANY CONTRIBUTION ACCOUNT 42
9.4 HARDSHIP WITHDRAWALS FROM TAX-DEFERRED SAVINGS ACCOUNT 43
9.5 ORDER OF ASSET LIQUIDATION FOR ALL WITHDRAWALS 44
9.6 OUTSTANDING LOAN 44
ARTICLE X DISTRIBUTIONS 45
10.1 DISTRIBUTION UPON RETIREMENT 45
(A) AMOUNT 45
(B) RETIREMENT DEFINED 45
(C) FORM OF PAYMENT 45
10.2 TERMINATION OF EMPLOYMENT PRIOR TO RETIREMENT OR DEATH 47
10.3 REEMPLOYMENT 51
10.4 $3,500 CASH-OUT 53
10.5 REQUIRED DISTRIBUTION DATE 53
10.6 DISTRIBUTION UPON DEATH OF A PARTICIPANT 53
(A) IN GENERAL 53
(B) DESIGNATION OF BENEFICIARY 54
(C) NO DESIGNATION 54
(D) PAYMENT UNDER PRIOR DESIGNATION 54
(E) RISK OF LOSS 54
10.7 REHIRE BEFORE DISTRIBUTION 55
10.8 WAIVER OF 30 DAY NOTICE 55
ARTICLE XI DIRECT ROLLOVERS 56
11.1 DIRECT ROLLOVER 56
11.2 DEFINITIONS 56
(A) ELIGIBLE ROLLOVER DISTRIBUTION 56
(B) ELIGIBLE RETIREMENT PLAN 56
(C) DISTRIBUTEE 57
(D) DIRECT ROLLOVER 57
ARTICLE XII AMENDMENT, MERGER AND TERMINATION OF PLAN 58
12.1 AMENDMENT OF PLAN 58
12.2 MERGER OF PLANS 58
12.3 TERMINATION 58
12.4 EFFECT OF TERMINATION 59
ARTICLE XIII NAMED FIDUCIARIES 60
13.1 IDENTITY OF NAMED FIDUCIARIES 60
(A) NAMED FIDUCIARIES 60
(B) PLAN ADMINISTRATOR 60
13.2 RESPONSIBILITIES AND AUTHORITY OF PLAN ADMINISTRATOR 60
13.3 RESPONSIBILITIES AND AUTHORITY OF TRUSTEE 60
13.4 RESPONSIBILITIES OF AMOCO 61
13.5 RESPONSIBILITIES NOT SHARED 61
13.6 DUAL FIDUCIARY CAPACITY PERMITTED 61
13.7 ACTIONS BY AMOCO 61
13.8 ADVICE 61
13.9 DESIGN DECISIONS 62
ARTICLE XIV PLAN ADMINISTRATOR 63
14.1 APPOINTMENT 63
14.2 NOTICE TO TRUSTEE 63
14.3 ADMINISTRATION OF PLAN 63
14.4 REPORTING AND DISCLOSURE 63
14.5 RECORDS 63
14.6 CLAIMS REVIEW PROCEDURE 64
14.7 ADMINISTRATIVE DISCRETION; FINAL AUTHORITY 66
ARTICLE XV PARTICIPATING EMPLOYERS 67
15.1 ADOPTION BY OTHER EMPLOYERS 67
15.2 DESIGNATION OF AGENT 67
15.3 EMPLOYEE TRANSFERS 67
15.4 DISCONTINUANCE OF PARTICIPATION 67
15.5 PARTICIPATING EMPLOYER CONTRIBUTION FOR AFFILIATE 67
ARTICLE XVI MISCELLANEOUS 69
16.1 QUALIFIED DOMESTIC RELATIONS ORDERS 69
16.2 NONALIENATION OF BENEFITS 69
16.3 PAYMENT OF MINORS AND INCOMPETENTS 70
16.4 CURRENT ADDRESS OF PAYEE 70
16.5 DISPUTES OVER ENTITLEMENT TO BENEFITS 70
16.6 PAYMENT OF BENEFITS 70
16.7 TOP-HEAVY PLAN PROVISIONS 71
(A) APPLICABILITY OF SECTION 71
(B) DEFINITIONS 71
(C) MINIMUM CONTRIBUTION 74
16.8 RULES OF CONSTRUCTION 75
16.9 TEXT CONTROLS 75
16.10 APPLICABLE STATE LAW 75
16.11 PLAN ADMINISTRATION EXPENSES 75
16.12 VOTING AND TENDERING OF AMOCO STOCK 76
16.13 TRANSFER OF ABANDONED ESOP ASSETS TO PLAN 77
16.14 SEVERABILITY 78
16.15 UNIFORMED SERVICES EMPLOYMENT AND REEMPLOYMENT RIGHTS
ACT OF 1994 ("USERRA") 78
ARTICLE I
INTRODUCTION
1.1 July 1, 1996 Amendment and Restatement of Plan. This
document amends and restates in its entirety the Amoco Employee
Savings Plan (the "Plan"), effective as of July 1, 1996. Except
as otherwise specifically provided herein, this restatement shall
apply only to contributions to the Plan, and the operation of the
Plan, from and after July 1, 1996. The operation of the Plan
before July 1, 1996, shall be determined under the applicable
instruments then in effect, except as otherwise provided herein.
Effective July 1, 1996 (except to the extent that a particular
provision of the Plan specifies a different effective date), the
Plan is hereby amended and restated to read in its entirety as
follows.
1.2 Compliance with Code and ERISA. This Plan is intended
to qualify as a profit-sharing plan under Code Section 401(a) and
a cash or deferred arrangement under Code Section 401(k). It is
also intended to comply with the applicable provisions of ERISA.
The Plan will be interpreted in a manner that comports with these
intentions.
1.3 Exclusive Benefit of Participants. The Plan is for the
exclusive benefit of Participants and their Beneficiaries.
Employer and Participant contributions are made to the Trust Fund
for the purpose of accumulating a fund for distribution to
Participants and their Beneficiaries in accordance with the Plan.
Except as provided in Section 4.6, no part of the Trust Fund or
any distribution therefrom will be used for or diverted to
purposes other than for the exclusive benefit of Participants and
their Beneficiaries and defraying the reasonable expenses of
administering the Plan and Trust Fund not paid by the Employer.
1.4 Limitation on Rights Created by Plan. Nothing
appearing in the Plan will be construed (a) to give any person
any benefit, right or interest except as expressly provided
herein, or (b) to create a contract of employment or to give any
Employee the right to continue as an Employee or to affect or
modify his terms of employment in any way.
1.5 Application of Plan's Terms. The benefits and rights
of a Participant and his Beneficiaries under the Plan will be
determined in accordance with the terms of the Plan that are in
effect on the date that contributions on a Participant's behalf
are made or credited to his Accounts or on the date of the
Participant's retirement, death or other termination of
employment, whichever may be applicable.
1.6 Benefits Not Guaranteed. The Employer, the Trustee and
the Plan Administrator do not guarantee the payment of benefits
hereunder. Benefits will be paid from the assets of the Trust
Fund and are limited to the amount of assets therein.
ARTICLE II
DEFINITIONS
This article contains a number of definitions of terms used
in the Plan. Other terms are defined, explained or clarified in
other articles. This is done for convenience of Plan
administration. There is no other significance to the location
of a definition.
2.1 "Administrative and Recordkeeping Services Agreement"
means the instrument executed by Amoco and the Plan
Administrator, as amended from time to time, fixing the rights
and responsibilities of each party with respect to the
administration of the Plan.
2.2 "Affiliated Company" means (i) a corporation (foreign
or domestic) controlled by, controlling or under common control
with Amoco, by ownership, direct or indirect, of more than 80% of
the voting stock thereof, and any of their respective successors
in business; (ii) a trade or business which is under common
control (as defined in Code Section 414(c)) with Amoco; (iii) a
corporation, partnership or other entity which, together with
Amoco, is a member of an affiliated service group (as defined in
Code Section 414(m)); (iv) except to the extent otherwise
provided in Treasury Regulations, a leasing organization with
respect to the periods of service performed by an individual who
is a leased employee, within the meaning of Section 414(n) of the
Code, with respect to the Company or an Affiliated Company
(determined without regard to this paragraph (iv); and (v) an
organization which is required to be aggregated with Amoco
pursuant to regulations promulgated under Code Section 414(o),
provided that an entity described in this Section shall not be
considered an Affiliated Company during the period preceding the
date on which it becomes an Affiliated Company within the meaning
of this Section.
2.3 "After-Tax Savings Contributions" means contributions
by a Participant made pursuant to his election which does not
reduce his compensation subject to federal income taxation.
2.4 "Alternate Payee" means an alternate payee within the
meaning of Section 414(p)(8) of its Code and Section 206(d)(3)(K)
of ERISA.
2.5 "Amoco" means Amoco Corporation, an Indiana
Corporation, or its successor.
2.6 "Applicable Compensation" means amounts paid by Amoco
or an Affiliated Company to an Employee who is eligible to
participate as (i) basic salary and wages, including forms of
base pay delivered in alternative forms such as piecework;
payment by mileage for drivers; overtime; and shift
differentials, (ii) pay-in-lieu of vacation, (iii) commissions,
(iv) variable incentive payments, (v) bonuses in the year
received while an Employee, including foreign service premium
payments made prior to January 1, 1997, (vi) lump sum
performance awards, and (vii) amounts contributed on behalf of
the Employee to a cafeteria plan or a cash or deferred
arrangement and not included in the Employee's gross income for
federal income tax purposes under Section 125 or 402(e)(3) of the
Code, but excluding (i) sign-on, retention, severance and
separation payments, (ii) reward and recognition payments, (iii)
remuneration received attributable to moving and educational
expenses, (iv) expense allowances and reimbursement for federal
income tax purposes, and (vi) any other items of remuneration.
For any Plan Year beginning on or after January 1, 1989, the
amount of Applicable Compensation taken into account under the
Plan for any Participant will not exceed $200,000 ($150,000 for
Plan Years beginning after December 31, 1993) or such greater
amount as may be determined by the Commissioner of Internal
Revenue for that year. In determining the compensation of a
Participant for purposes of this limitation, the rules of section
414(q)(6) of the Code shall apply, except in applying such rules,
the term "family" shall include only the spouse of the
Participant and any lineal descendants of the Participant who
have not attained age 19 before the close of the year. If as a
result of the application of such rules the adjusted annual
compensation limitation is exceeded, then the limitation shall be
prorated among the affected individuals in proportion to each
such individual's compensation as determined under this section
prior to the application of this limitation.
If compensation for any prior determination period is taken
into account in determining a Participant's allocations for the
current Plan Year, the compensation for such prior determination
period is subject to the applicable annual compensation limit in
effect for that prior period. For this purpose, in determining
allocations in Plan Years beginning on or after January 1, 1989,
the annual compensation limit in effect for determination periods
beginning before that date is $200,000 (as adjusted in accordance
with Code Section 401(a)(17)). In addition, in determining
allocations in Plan Years beginning on or after January 1, 1994,
the annual compensation limit in effect for determination periods
beginning before that date is $150,000 (as adjusted in accordance
with Code Section 401(a)(17)).
2.7 "Beneficiary" means a person or persons (natural or
otherwise) designated by a Participant in accordance with Section
10.6(b) to receive any death benefit payable under this Plan, or
if there is no such designation, the person (natural or otherwise
entitled) to receive any death benefit in accordance with Section
10.6(c).
2.8 "Casual Employee" means a person who is employed for
work which is irregular or occasional in nature, and who works
the schedule of hours (either daily or weekly) in effect at the
place of employment for employees regularly assigned to the same
or similar work.
2.9 "Code" means the Internal Revenue Code of 1986, as
amended from time to time, or any successor statute enacted in
its place.
2.10 "Employee" means a person who is an employee of Amoco
or an Affiliated Company.
2.11 "Employer" means Amoco or any successor organization,
and any other entity of Amoco that adopts the Plan for its
Employees with the consent of Amoco in accordance with Article
XV. The term "Employer" may refer to each Employer individually
or to all the Employers collectively, as the context may require.
2.12 "Entry Date" means the date an Employee is eligible to
participate in the Plan pursuant to Section 3.2 and Section 3.4.
2.13 "ERISA" means the Employee Retirement Income Security
Act of 1974, as amended from time to time, or any successor
statute enacted in its place.
2.14 "Highly-Compensated Employee" includes highly-
compensated active Employees and highly-compensated former
Employees.
A highly-compensated active Employee includes any Employee
who performs services for the Employer during the determination
year and who, during the look-back year:
(i) received compensation from the Employer in excess of
$75,000 (as adjusted pursuant to section 415(d) of the
Code);
(ii) received compensation from the Employer in excess of
$50,000 (as adjusted pursuant to section 415(d) of the
Code) and was a member of the top-paid group for such
year; or
(iii) was an officer of an Employer and received
compensation during such year that is greater than 50
percent of the dollar limitation in effect under
section 415(b)(1)(A) of the Code; provided, that for
purposes of this subparagraph (iii) no more than 50
Employees of the Employers (or if lesser, the greater
of 3 employees or 10 percent of the Employees) shall be
treated as officers.
The term highly-compensated Employee also includes:
(i) Employees who are both described in the preceding
sentence if the term "determination year" is
substituted for the term "look-back year," and the
Employee is one of the 100 Employees who received the
most compensation from the Employer during the
determination year; and
(ii) Employees who are 5 percent owners at any time during
the look-back year or determination year.
If no officer has satisfied the compensation requirement of
(iii), above, during either a determination year or a look-back
year, the highest paid officer for such year shall be treated as
a highly-compensated Employee.
For this purpose, the determination year shall be the Plan
Year. The look-back year shall be the 12-month period
immediately preceding the determination year.
A highly-compensated former Employee includes any Employee
who separated from service (or was deemed to have separated)
prior to the determination year, returns to service for the
Employer during the determination year, and was a highly-
compensated active Employee for either the separation year or any
determination year ending on or after the Employee's 55th
birthday.
If an Employee is, during a determination year or look-back
year, a family member of either a 5 percent owner who is an
active or former Employee or a highly-compensated Employee who is
one of the 10 most highly-compensated Employees ranked on the
basis of compensation paid by the Employer during such year, then
the family member and the 5 percent owner or top-10 highly-
compensated Employee shall be aggregated. In such case, the
family member and 5 percent owner or top-10 highly-compensated
Employee shall be treated as a single Employee receiving
compensation and plan contributions or benefits equal to the sum
of such compensation and contributions or benefits of the family
member and 5 percent owner or top-10 highly-compensated Employee.
For purposes of this section, family member includes the spouse,
lineal ascendants and descendants of the Employee or former
Employee and the spouses of such lineal ascendants and
descendants.
For purposes of this Section 2.14 and the determination of a
Highly-Compensated Employee, the term "Compensation" shall mean
compensation as defined in Code Section 414 (q)(7) and the
regulations thereunder.
The determination of who is a highly-compensated Employee,
including the determination of the number and identity of
Employees in the top-paid group, the top 100 Employees, the
number of Employees treated as officers and the compensation that
is considered, will be made in accordance with section 414(q) of
the Code and the Regulations thereunder.
Effective for the Plan Year beginning December 1, 1989,
pursuant to Internal Revenue Code of 1986 Regulation Section
1.414(q)-IT, Q&A 14(b), the look-back year calculation for a
determination year shall be made on the basis of the calendar
year ending with the applicable determination year.
2.15 "Hour of Service" for purposes of determining an
Employee's eligibility to participate under Section 3.2 and Year
of Vesting Service under Section 10.2(b), means:
(1) Each hour for which an Employee is paid, or
entitled to payment for the performance of duties for the
Employer. These hours will be credited to the Employee for
the computation period in which the duties are performed;
and
(2) Each hour for which an Employee is paid, or
entitled to payment, by the Employer on account of a period
of time during which no duties are performed (irrespective
of whether the employment relationship has terminated) due
to vacation, holiday, illness, incapacity (including
disability), layoff, jury duty, military duty or leave of
absence. No more than 501 hours of service will be credited
under this paragraph for any single continuous period
(whether or not such period occurs in a single computation
period). Hours under this paragraph will be calculated and
credited pursuant to section 2530.200b-2 of the Department
of Labor Regulations which is incorporated herein by this
reference; and
(3) Each hour for which back pay, irrespective of
mitigation of damages, is either awarded or agreed to by the
Employer. The same hours of service will not be credited
both under paragraph (1) or paragraph (2), as the case may
be, and under this paragraph (3). These hours will be
credited to the Employee for the computation period or
periods to which the award or agreement pertains rather than
the computation period in which the award, agreement or
payment is made.
Hours of service will be credited for employment with other
members of an affiliated service group (under Code Section
414(m)), a controlled group of corporations (under Section
414(b)), or a group of trades or businesses under common control
(under Code Section 414(c)) of which the adopting Employer is a
member, and any other entity required to be aggregated with the
Employer pursuant to Code Section 414(o).
An individual who is a "leased employee" (within the meaning
of Section 414(n) or (o) of the Code) of Amoco or an Affiliated
Company shall be credited with Hours of Service to the same
extent as if he had been employed and paid by Amoco or an
Affiliated Company for which he performs services, provided that
a leased employee shall not be credited with Hours of Service for
any period during which the safe harbor requirement of Section
414(a)(5) of the Code is satisfied with respect to such leased
employee.
Solely for purposes of determining whether a break in
service for participation has occurred in a computation period,
an individual who is absent from work for maternity or paternity
reasons shall receive credit for the hours of service which would
otherwise have been credited to such individual but for such
absence, or in any case in which such hours cannot be determined,
8 hours of service per day of such absence. For purposes of this
paragraph, an absence from work for maternity or paternity
reasons means an absence (1) by reason of pregnancy of the
individual, (2) by reason of a birth of a child of the
individual, (3) by reason of the placement of a child with the
individual in connection with the adoption of such child by such
individual, or (4) for purposes of caring for such child for a
period beginning immediately following such birth or placement.
The Hours of Service credited under this paragraph shall be
credited (1) in the computation period in which the absence
begins if the crediting is necessary to prevent a break in
service in that period, or (2) in all other cases, in the
following computation period.
2.16 "Normal Retirement Age" means age 65.
2.17 "Part-Time Employee" means a person who is assigned to
a position which is established to fill regular and ordinary
employment requirements, which is expected to continue for an
indefinite period of time, and in which the employee is able to
work a schedule of up to 35 hours per week.
2.18 "Participant" means an Employee or former Employee
whose participation in the Plan has begun and has not yet ended.
2.19 "Plan" means the Amoco Employee Savings Plan, as set
forth in this Plan document, and as it may be amended from time
to time.
2.20 "Plan Year" effective January 1, 1991, means the 12
consecutive month period beginning on each January 1 during the
continuance of the Plan. "Plan Year" shall also mean the time
period January 1, 1989 through November 30, 1989; December 1,
1989 through November 30, 1990 and December 1, 1990 through
December 31, 1990.
2.21 "Regular Employee" means a person who is assigned to a
position which requires full-time service as determined by his
Employer, which is established to fill regular and ordinary
employment requirements, and which is expected to continue for an
indefinite period of time.
2.22 "Savings Contributions" means Participant's Tax-
Deferred Savings Contributions and/or After-Tax Savings
Contributions.
2.23 "Surviving Spouse" means the person to whom a
Participant is lawfully married (under the law of the state in
which the Participant resides) on the date of the Participant's
death.
2.24 "Tax-Deferred Savings Contributions" means
contributions by an Employer on behalf of a Participant in the
amount equal to the amount such Participant elects which reduces
his compensation subject to federal income taxation.
2.25 "Temporary Employee" means a person who is assigned to
a position which requires full-time service as determined by his
Employer, which is established due to an unusual circumstance,
and which will continue for a specific period of time or until
the occurrence of a specified event such as the return to work of
a regular employee or the completion of a special assignment or
project.
2.26 "Trust Agreement" means the instrument executed by
Amoco and the Trustee, as amended from time to time, fixing the
rights and responsibilities of each party with respect to the
holding, investment and administration of the Trust Fund.
2.27 "Trust Fund" means the property held by the Trustee for
the purposes of the Plan.
2.28 "Trustee" means the person, individual, or corporation,
serving as sole trustee, or the persons serving as co-trustees,
at any time under the terms of the Trust Agreement.
ARTICLE III
PARTICIPATION
3.1 Eligible Class. Each Employee employed by an Employer
who is remunerated in U. S. Currency through an Employer's
payroll system, who is classified as an employee by an Employer
and who has not been specifically excluded pursuant to his
Employer's participation agreement is in the eligible class,
except the following:
(a) an Employee who is represented by a union unless
the union and the Employer have entered into a collective
bargaining or other agreement that provides that the
Employee shall participate in the Plan; or
(b) an Employee who is a nonresident alien (within the
meaning of Code Section 7701(b)(1)(B)) and who receives no
earned income (within the meaning of Code Section 911(d)(2))
from the Employer which constitutes income from sources
within the United States (within the meaning of Code Section
861(a)(3)); or
(c) an Employee who is employed by an Employer
pursuant to an agreement that provides that the individual
shall not be eligible to participate in the Plan.
3.2 Participation. Participation in the Plan is voluntary
and no Employee will be required to participate. Each Employee
who is eligible to make Savings Contributions before this
amendment and restatement will continue to be eligible to make
Savings Contributions. Each Employee who was a Participant
immediately before July 1, 1996, shall be a Participant on July
1, 1996. Every other Employee in the Eligible Class will be
eligible to participate as follows: A Regular or Temporary
Employee in the Eligible Class will be eligible to participate
starting on the day his employment commences with his Employer
effective October 1, 1991. A Casual or Part-Time Employee in the
Eligible Class will be eligible to participate after he is
credited with 1,000 Hours of Service within the fiscal year
commencing with his date of hire or, if he fails to meet that
requirement, after he is credited with 1,000 Hours of Service
within any succeeding Plan Year.
3.3 End of Participation. A Participant's active
participation in the Plan will end upon the termination of his
service as an Employee in the Eligible Class for any reason. A
Participant's participation in the Plan will end when he has no
further interest under the Plan.
3.4 Reentry of Former Participant. A former Participant
who terminates his service with his Employer and who returns to
service as an Employee in the Eligible Class will become an
active Participant on his date of rehire and will be eligible to
make Savings Contributions immediately following his date of
rehire.
ARTICLE IV
SAVINGS CONTRIBUTIONS BY PARTICIPANTS
4.1 Savings Contributions. Each Employee who has met one
of the participation requirements in Article III may make Tax-
Deferred and/or After-Tax Savings Contributions to the Plan in
integral percentages of his Applicable Compensation from a
minimum of 1% percent to the following maximums. Subject to Code
limitations, his maximum Tax-Deferred Savings Contributions in
any Plan Year is 15% of his Applicable Compensation for such Plan
Year. Also, subject to Code limitations, his maximum After-Tax
Savings Contributions in any Plan Year is 21% of his Applicable
Compensation for such Plan Year. The foregoing 15% Tax-Deferred
Savings and 21% After-Tax Savings Contributions limitations are
applied to the Participant's Applicable Compensation in each
payroll cycle and only prospectively.
4.2 Enrollment for Savings Contributions. An Employee who
wishes to make Savings Contributions must specify the amount of
his Savings Contributions in such manner and form, and at such
time established by Amoco and the Plan Administrator. An
Employee will be given the opportunity to elect Savings
Contributions beginning on the first date when he is eligible to
participate in the Plan pursuant to Article III. His Savings
Contributions will begin on such date provided he gives his
Employer or the Plan Administrator advance notice in such a
manner and form and at such time established by Amoco and the
Plan Administrator. If the Employee declines to make Savings
Contributions initially, he may elect to begin making Savings
Contributions as soon as administratively practicable thereafter,
provided he gives the required notice to his Employer or the Plan
Administrator in such a manner and form and at such time
established by Amoco and the Plan Administrator.
4.3 Collection of Savings Contributions. The Employer will
collect Participants' Savings Contributions using payroll
procedures.
4.4 Change in Savings Contributions.
(a) Increase or Reduction. A Participant making
Savings Contributions may increase or reduce the rate of his
Tax-Deferred and/or After-Tax Savings Contributions to any
higher or lower rate he elects (subject to the limitations
stated in Section 4.1) by so notifying his Employer or Plan
Administrator once a calendar month in such a manner and
form and at such time established by Amoco and the Plan
Administrator. The new rate will become effective as soon
as practicable upon proper notification.
(b) Suspension. A Participant may suspend his Savings
Contributions provided he gives proper notice in such manner
and form, and at such time established by Amoco and the Plan
Administrator. The suspension of Savings Contributions will
become effective as soon as practicable following such
notification.
(c) Resumption. A Participant who suspended his
Savings Contributions may resume such contributions on the
first day of any of his subsequent payroll cycles provided
he gives proper notice in such manner and form, and at such
time established by Amoco and the Plan Administrator.
(d) Plan Administrator Rules. The Plan Administrator,
after consulting with Amoco, may establish such rules and
procedures for Savings Contributions as the Plan
Administrator deems necessary for the efficient
administration of the Plan.
4.5 Contributions Contingent on Deductability. Each Tax-
Deferred Contribution and each Company Matching Contribution
shall be made on the condition that it is deductible under
Section 404 of the Code in the taxable year of the Employer with
respect to which the contribution is made.
4.6 Return of Employer Contributions. If a Tax-Deferred
Contribution or a Company Matching Contribution was made (i) by
reason of a mistake of fact, or (ii) on the condition that it was
currently deductible as provided in Section 4.5 and such amount
is subsequently determined not to be currently deductible as
provided in Section 4.5, the contribution (adjusted for any
investment losses allocable thereto, but not for any investment
gains allocable thereto) shall be refunded to the Company;
provided that in the case of a contribution described in clause
(i), the refund may be made only within one year after the
payment of the contribution; and provided further that in the
case of a contribution described in clause (ii), the refund may
be made only within one year after the disallowance of the
deduction and may be made only to the extent that the deduction
was disallowed.
4.7 Two Separate Contracts. Contributions to the Plan
shall be made pursuant to two separate contracts for purposes of
Section 72 (e) of the Code. After-Tax Contributions made after
December 31, 1986, plus any gains and minus any losses thereon,
shall be allocated to one contract (the "first contract"), and
all other contributions to the Plan, plus any gains and minus any
losses thereon, shall be allocated to the other contract (the
"second contract"). If a Participant withdraws After-Tax
Contributions from the Plan pursuant to Section 9.1, the
withdrawal shall be made first from the second contract (until
all of the Participant's After-Tax Contributions thereunder have
been withdrawn) and then from the first contract.
4.8 401(k) Tax-Deferred Savings Contributions Limits. As
of the last day of each Plan Year the average of the individual
401(k) Deferral Percentages of the Higher Paid Group (the HCE-
ADP) may not exceed the average of the individual 401(k) Deferral
Percentages of the Lower Paid Group (the NHCE-ADP) by more than
the amount specified in the following table:
If NHCE-ADP is: HCE-ADP may not exceed:
less than 2% two times NHCE-ADP
2% but less two percentage points
than 8% more than NHCE-ADP
8% or higher 1.25 times NHCE-ADP
See Section 5.5 for additional limits on Tax-Deferred Savings
Contributions.
4.9 401(k) Deferral Percentage. The 401(k) Deferral
Percentage of a Participant or Employee eligible to be a
Participant for a Plan Year means his Tax-Deferred Savings
Contributions for such year computed as a percentage of his
Applicable Compensation for such year (to the nearest one-
hundredth of a percentage point). Applicable Compensation used
to calculate a Participant's 401(k) Deferral Percentage shall
exclude compensation amounts earned prior to the date on which
the Employee becomes eligible to participate in the Plan. If an
Employee is eligible to be a Participant under Article III but
has not elected to make Tax-Deferred Savings Contributions, he
will nevertheless be taken into account as having made zero Tax-
Deferred Savings Contributions.
Amoco may elect to treat all or a part of the Company
Matching Contributions made on a Participant's behalf for a Plan
Year as if such Company Matching Contributions were Tax-Deferred
Savings Contributions when determining his 401(k) Deferral
Percentage. Company Matching Contributions which are used in
determining a Participant's 401(k) Deferral Percentage will not
be used in determining his Matching Contribution Percentage under
Section 5.4.
4.10 Higher and Lower Paid Groups.
(a) Higher Paid Group. An Employee who is eligible to
make Savings Contributions is in the Higher Paid Group for a
Plan Year if during such Plan Year (Determination Year) or
the preceding Plan Year (Look-Back Year) he is a Highly-
Compensated Employee.
(b) Lower Paid Group. If an Employee eligible to make
Savings Contributions is not in the Higher Paid Group for a
Plan Year, then he is in the Lower Paid Group.
4.11 Monitoring Participants' 401(k) Deferral Percentages;
Adjustments.
(a) Adjustments from the Top Down. The Plan
Administrator will monitor Participants' 401(k) Deferral
Percentages to insure compliance with the requirements of
Section 4.5 above. Any adjustments in Participants'
elections or actual Tax-Deferred Savings Contributions
necessary to meet the requirements of Section 4.5 will be
made as follows. The Plan Administrator will reduce the
401(k) Deferral Percentage of the Participant (or
Participants) in the Higher Paid Group with the highest
401(k) Deferral Percentage until it reaches the 401(k)
Deferral Percentage of the Participant (or participants) in
the Higher Paid Group with the next highest 401(k) Deferral
Percentage; next the Plan Administrator will reduce the
401(k) Deferral Percentages of both (or all) such
Participants until they reach that of the Participant with
the next highest 401(k) Deferral Percentage; and so on. The
foregoing reductions will be made only to the extent
necessary to meet the requirements of Section 4.5.
(b) Timing of Adjustments. The Plan Administrator
will adjust Tax-Deferred Savings Contributions elections by
Participants in the Higher Paid Group in accordance with the
preceding paragraph at such time or times before or during a
Plan Year as the Plan Administrator deems advisable to
insure that the requirements of the preceding sentence, and
the requirements of Section 4.5, are met as of the last day
of a Plan Year. Such adjustments may also be made after the
end of a Plan Year by paying to a Participant the amount of
his excess Tax-Deferred Savings Contributions plus earnings
(or losses) on such excess (as specified in the following
paragraph). Excess Tax-Deferred Savings Contributions means
Tax-Deferred Savings Contributions by a Participant in the
Higher Paid Group in excess of the amount that would satisfy
the requirements of Section 4.8 above. Any such payment of
excess Tax-Deferred Savings Contributions will be designated
as such by the Plan Administrator, and will be made by the
end of the succeeding Plan Year to avoid Plan
disqualification.
(c) Earnings on Excess Tax-Deferred Savings
Contributions. The amount of earnings (or losses) to be
distributed with a Participant's excess Tax-Deferred Savings
Contributions will be determined by multiplying the
investment income and gain or loss on the Participant's Tax-
Deferred Savings Contributions Account for the Plan Year for
which excess Tax-Deferred Savings Contributions are
withdrawn by a fraction. The numerator of the fraction is
the amount of the Participant's excess Tax-Deferred Savings
Contributions to be distributed and the denominator is the
amount credited to such Account as of the last day of the
Plan Year. To the extent actual earnings figures are
unavailable, the amount determined under the preceding two
sentences may be increased by 10% for each month between the
end of the Plan Year and date of distribution of excess; for
this purpose, a distribution on or before the 15th day of a
month will be deemed to have occurred on the last day of the
preceding month, and a distribution after the 15th day of a
month will be deemed to have occurred on the last day of
that month. Notwithstanding the foregoing, the Plan
Administrator, with the consent of Amoco, may use any method
permitted under the Code and applicable regulations in
determining the amount, if any, of earnings that have to be
distributed with a Participant's excess Tax-Deferred Savings
Contributions.
(d) Annual Additions for Code Section 415. Any excess
Tax-Deferred Savings Contributions distributed under this
subsection will nevertheless be considered as annual
additions for purposes of applying the limitations of
Section 6.6.
4.12 Limit on TDS Contributions. For each Plan year, the
aggregrate Tax-Deferred Contributions (as defined in Section
402(g)(3) of the Code) made on behalf of each Participant under
the Plan shall not exceed:
(a) $7,000 (as adjusted by the Secretary of the
Treasury or his delegate for increases in the cost of living
pursuant to Section 402(g) of the Code, provided that no
such adjustment shall be taken into account hereunder before
the Plan Year in which it becomes effective), reduced by
(b) the sum of any of the following amounts that were
contributed on behalf of the Participant for a calendar
year under a plan, contract or arrangement other than this
Plan:
(1) any employer contribution under a qualified cash
or deferred arrangement (as defined in Section
401(k) of the Code) to the extent not includable
in the Participant's gross income for the taxable
year under Section 402(a)(8) of the Code
(determined without regard to Section 402(g) of
the Code);
(2) any employer contribution to the extent not
includable in the Participant's gross income for
the taxable year under Section 402(h)(1)(B) of the
Code (determined without regard to Section 402(g)
of the Code); and
(3) any employer contribution to purchase an annuity
contract under Section 403(b) of the Code under a
salary reduction agreement (within the meaning of
Section 3121(a)(5)(D) of the Code);
provided that no contribution described in this subsection (b)
shall be taken into account for the purpose of reducing the
dollar limit in subsection (a), above, if the plan, contract or
arrangement is not maintained by Amoco or an Affiliated Company
unless the Participant has filed a notice with the Plan
Administrator, in such manner and form, at such time and
containing such information concerning the contribution as the
Plan Administrator shall require.
4.13 Direct Rollover Contributions.
(a) With the approval of the Plan Administrator, an
Employee who is eligible to participate, an active
Participant and a "Retiree" who has assets in any account
may make a direct rollover ("Rollover Contribution") to the
Plan in cash in an amount which constitutes all or part of
an "Eligible Rollover Distribution" (as defined in Section
401(a)(31)(C) of the Code) from a qualified defined benefit
and/or defined contribution plan (except a "Xxxxx" plan
and/or an Individual Retirement Account) as defined in the
Code. However, a direct rollover to this Plan of
accumulated deductible employee contributions made under
another plan will not be permitted, and a direct or indirect
transfer to this Plan from another qualified plan will not
be permitted if such transfer would subject this Plan to the
qualified joint and survivor rules of Code
Section 401(a)(11).
(b) The Employer, the Plan Administrator and the
Trustee have no responsibility for determining the propriety
of, proper amount or time of, or status as a tax-free
transaction of, any transfer under subsection (a) above.
(c) The Plan Administrator shall develop such
procedures, and may require such information from an the
individual who is requesting to make a direct rollover to
the Plan, as necessary or desirable in order to determine
that the proposed rollover will meet the requirements of
this Section 4.13.
(d) A direct rollover will be credited to a separate
Rollover Account in the name of the Participant making such
Rollover Contribution. Such account shall be 100% vested in
the Participant.
(e) The Plan Administrator in its discretion may
direct the return to the Participant of any Rollover
Contribution to the extent the Plan Administrator determines
that such return may be necessary to insure the continued
qualification of this Plan under Section 401(a) of the Code
or that the holding of such Rollover Contributions would be
administratively burdensome.
(f) Company matching contributions shall not be made
with respect to Rollover Contributions.
ARTICLE V
COMPANY MATCHING CONTRIBUTIONS
5.1 Company Matching Contributions. Effective October 1,
1991 for each Plan Year the Employer will make a matching
contribution ("Company Matching Contributions") on behalf of each
Participant who makes Tax-Deferred and/or After-Tax Savings
Contributions during such Plan Year in accordance with the
following schedule. For each Plan Year the Company Matching
Contributions made on behalf of each Participant will equal 100%
of the sum of such Participant's Tax-Deferred and After-Tax
Savings Contributions which are equal to or less than (1) 4% of
such Participant's Applicable Compensation if he has less than 3
years of Vesting Service, (2) 5% of such Participant's Applicable
Compensation if he has 3 or more years of Vesting Service, but
less than 6 years of Vesting Service, or (3) 6% of such
Participant's Applicable Compensation if he has 6 or more years
of Vesting Service.
5.2 Time of Contribution. The Employer will make Company
Matching Contributions under Section 5.1 to the Trustee in cash
or in Amoco common stock and will normally make such
contributions as soon as practicable after each payroll cycle.
In any event, such contributions will be made to the Trustee no
later than the due date (including extensions) for filing the
Employer's federal income tax return for such year.
5.3 401(m) Limits. As of the last day of each Plan Year,
the average of the sum of the individual After-Tax Savings
Contributions and Company Matching Contributions Percentages
("401(m) Contribution Percentage") of the Higher Paid Group (the
HCE-ACP) may not exceed the average of the individual 401(m)
Contribution Percentages of the Lower Paid Group (the NHCE-ACP)
by more than the amount specified under the following table:
If NHCE-ACP is: HCE-ACP may not exceed:
less than 2% two times NHCE-ACP
2% but less 8% 2 percentage points
more than NHCE-ACP
8% or higher 1.25 times NHCE-ACP
See Section 5.5 for additional limits on After-Tax Savings
Contributions and Company Matching Contributions. The Higher
Paid Group and Lower Paid Group are defined in Section 4.10.
5.4 401(m) Contribution Percentage.
(a) The 401(m) Contribution Percentage of a
Participant or Employee eligible to be a Participant for a
Plan Year means the sum of his After-Tax Savings
Contributions and Company Matching Contributions for the
Plan Year (other than Company Matching Contributions used in
determining his 401(k) Deferral Percentage under Section
4.5), computed as a percentage of his Applicable
Compensation for such year (to the nearest 1/100 of a
percentage point). Compensation used to calculate the
401(m) Contribution Percentage is an Employee's Applicable
Compensation.
(b) If the Plan does not meet the requirements of
Section 5.3 as of the last day of a Plan Year, the Plan
Administrator will reduce the 401(m) Contribution Percentage
of the Participant (or Participants) in the Higher Paid
Group with the highest 401(m) Contribution Percentage (by
reducing his After-Tax Savings Contributions) until it
reaches the 401(m) Contribution Percentage of the
Participant (or Participants) in the Higher Paid Group with
the next highest 401(m) Contribution Percentage; and so on.
The foregoing reductions will be made only to the extent
necessary to meet the requirements of Section 5.3. After
all such reductions have been made, the Plan Administrator
shall pay to the Participant the amount of his excess After-
Tax Savings Contributions plus earnings (or losses) on such
excess (as determined in accordance to the provisions of
Section 4.8). Excess 401(m) Contributions means After-Tax
Savings Contributions and/or Company Matching Contributions
allocated to a Participant in the Higher Paid Group in
excess of the amount that would satisfy the requirements of
Section 5.3. Any such payment of excess 401(m)
Contributions will be designated as such by the Plan
Administrator, and will be made by the end of the succeeding
Plan Year to avoid Plan disqualification.
(c) Notwithstanding any other provision of this Plan
to the contrary, all highly compensated participants (those
earning more than $52,235 in 1988), are prohibited from
making any contributions for the month of November in 1989
in order to comply with the Internal Revenue Code Section
401(m) contributions limitations for the plan year ending
November 30, 1989.
5.5 401(k)/(401(m) Combined Limit.
(a) Multiple Use Test. The sum of the HCE-ADP under
Section 4.8 and the HCE-ACP under Section 5.3 cannot exceed
the combined limit determined under rules and regulations
promulgated by the Internal Revenue Service to prevent the
multiple use of the alternative limitation (i.e. 2
percentage points more than NHCE-ADP or NHCE-ACP, but in no
event more than twice NHCE-ADP or NHCE-ACP.)
(b) Correction of Violation. If the sum of the HCE-
ADP and the HCE-ACP exceeds the combined limit, the Plan
Administrator will first reduce the After-Tax Savings
Contribution percentages of the Participant (or
Participants) in the Higher Paid Group in accordance with
Section 5.4(b) to the extent necessary to meet the combined
limit and will then if necessary reduce the Company Matching
Contribution percentages of the Participant (or
Participants) in the Higher Paid Group to the extent
necessary.
ARTICLE VI
ACCOUNTS AND CREDITS
6.1 Establishment of Accounts. The Plan Administrator will
establish and maintain in the name of each Participant such of
the following accounts as are appropriate for the Participant:
(a) Tax-Deferred Savings Account;
(b) After-Tax Savings Account;
(c) Company Contribution Account; and
(d) Rollover Account.
Credit and charges to such Accounts will be made as provided in
the Plan. A Participant is 100% vested in his Tax-Deferred
Savings Account, After-Tax Savings Account, and Rollover Account
at all times.
6.2 Crediting Participants' Savings Contributions. Savings
Contributions made by a Participant for a payroll cycle will be
credited to such Participant's Accounts as of the Valuation Date
as soon as practicable following receipt thereof by the Trustee.
6.3 Crediting Matching Contributions. Company Matching
Contributions made pursuant to Section 5.1 for a payroll cycle
will be credited to the Company Contribution Account of those
Participants entitled to a Company Matching Contribution for such
payroll cycle as of the Valuation Date as soon as practicable
following receipt thereof by the Trustee.
6.4 Crediting Rollovers. Rollovers will be credited to the
Participant's Rollover Account as of the Valuation Date as soon
as practicable following receipt thereof by the Trustee.
6.5 Charge to Accounts. Any amount distributed, paid or
withdrawn from an Account will be charged against such Account as
of the day on which the distribution, payment or withdrawal
occurs.
6.6 Annual Limits.
(a) Notwithstanding anything contained herein to the
contrary, the annual additions to a Participant's Accounts
for a calendar year (which will be the Limitation Year for
purposes of Code Section 415) may not exceed the lesser of
(i) $30,000, as adjusted periodically for cost-of-living
changes in accordance with Code Section 415 and regulations
thereunder, or (ii) 25% of his total Code Section 415
compensation for such year. For purposes of this section,
Code Section 415 compensation means a Participant's total
non-deferred compensation from an Employer for a Plan Year,
as defined in Code Section 415 and regulations thereunder.
The foregoing $30,000 shall be reduced proportionately to
reflect any short Plan Year of less than twelve months.
(b) Annual additions to a Participant's Account for
any Limitation Year means the sum of the annual additions
(as defined in Code Section 415(c)(2)) under all qualified
defined contribution plans maintained by Amoco or any
Affiliated Company.
(c) If the foregoing limit is applicable to a
Participant for a Limitation Year, the Plan Administrator
shall reduce the annual additions to such Participants'
Accounts in the following order of priority:
(i) against the After-Tax Savings Contributions made
by the Participant under this Plan, but only to
the extent that such Participant's Company
Matching Contributions are not reduced;
(ii) against the Tax-Deferred Savings Contributions
made on behalf of the Participant under this Plan;
and
(iii) against the Company Matching Contributions
made on behalf of the Participant under this Plan.
(d) For any Plan Year, the sum of a Participant's
defined contribution plan fraction and his defined benefit
plan fraction may not exceed 1, as follows:
(i) His defined contribution plan fraction for any
Plan Year is the fraction (A) whose numerator is
the sum of annual additions to his Accounts as of
the close of such Plan Year, and (B) whose
denominator is the sum of the lesser of the
following amounts determined for such year and for
each prior year of service with his Employer; the
product of 1.25 (1.0 if the plan is top-heavy) and
the dollar limitation in effect for such year, or
the product of 1.4 and 25% of the Participant's
compensation determined under Section 415 of the
Code for such year.
(ii) His defined benefit plan fraction for any Plan
Year is a fraction (A) whose numerator is his
aggregate projected annual benefit under all
defined benefit plans sponsored by Amoco (or any
Affiliated Company that is included in a
controlled group or under common control with
Amoco Corporation within the meaning of Code
Section 414(b), (c), (m) and (o) and 415(h)) as
the close of such Plan Year, and (B) whose
denominator as the lesser of the product of 1.25
(1.0 if the Plan is a top-heavy) and the dollar
limitation in effect under Section 415(b)(1)(A) of
the Code, or the product of 1.4 and the
Participant's highest average compensation as
determined under Section 415(b)(1)(B) of the Code.
For this purpose, the projected annual benefit of
the Participant means the total normal retirement
benefit to which he would be entitled on the
assumptions that his employment continues until
his normal retirement date and his annual earnings
and all other relevant factors remain the same for
all future years as in the year when the
projection is made.
(iii) If the sum of such fractions would exceed 1
without the application of this section, his
benefit under the defined benefit plan or plans
will be reduced to a benefit that will produce a
defined benefit plan fraction which, when added to
the defined contribution plan fraction, will equal
1.
ARTICLE VII
INVESTMENT FUNDS AND CREDITING INVESTMENT EXPERIENCE
7.1 Investment Funds. The Trustee will separate the Trust
Fund into six Investment Funds as follows:
(a) Amoco Stock Fund
(b) Money Market Fund
(c) U.S. Savings Bonds
(d) Equity Index Fund
(e) Balanced Fund
(f) Bond Index Fund
The Plan Administrator will maintain records which reflect
the portion of each Account of a Participant that is invested in
each separate Investment Fund. The existence of such records and
of Participants' Accounts will not be deemed to give any person
any right, title or interest in or to any specific assets or part
of the Trust Fund or any separate Investment Fund.
7.2 Investment Directions and Transfers Among Funds.
(a) Investment of Accounts. Each Participant may
direct the separate Investment Fund or Funds in which his
Accounts will be invested. Once a calendar month a
Participant may direct investment of his future Savings
Contributions, except company Matching Contributions, to his
Accounts 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 combinations must equal 100%. Company Matching
Contributions will be invested initially in the Amoco Stock
Fund.
In addition, twice a calendar month, but no more than
one time per day, the Participant may direct transfers among
the Investment Funds, so that his Accounts are invested
entirely in one Investment Fund or in a combination of two
or more of the Investment Funds, provided that combinations
must be specified in 5% increments and the total
combinations must equal 100%.
The Participant will have sole responsibility for the
investment of his Accounts and for transfers among the
available Investment Funds, and no named fiduciary or other
person will have any liability for any loss or diminution in
value resulting from the Participant's exercise of such
investment responsibility. It is intended that
Section 404(c) of ERISA will apply to a Participant's
exercise of investment responsibilities under this
subsection.
(b) Xxxxxx and Time of Giving Directions. A
Participant's initial directions governing the investment of
his Accounts will be filed with the Plan Administrator in
such manner and form, and at such time established by the
Plan Administrator. A Participant may change the investment
of future Savings Contributions to his Accounts among the
Investment Funds in 5% increments once per calendar month by
contacting the Plan Administrator in such manner and form,
and at such time established by the Plan Administrator. If
a Participant does not give any investment directions to the
Plan Administrator, his Savings Contributions or Rollover
Contribution will be invested in the Money Market Fund.
7.3 Valuation of Assets. Effective October 1, 1991, as of
each business day and at any other date ("Valuation Date") that
the Plan Administrator may direct, the Trustee will determine the
fair market value of the assets in each separate Investment Fund
of the Trust Fund, relying upon such evidence of valuation as the
Trustee deems appropriate.
7.4 Crediting Investment Experience. As of each Valuation
Date (before crediting any contributions or making any investment
transfers as of such date), Investment Fund management expenses
not paid directly by the Employer, investment income and gains
and losses in asset values in each separate Investment Fund since
the preceding Valuation Date will be credited or charged to
Participants' Accounts invested in such fund. The allocation of
Investment Fund management expenses and investment results will
be in proportion to the adjusted account balances in such fund as
of each Valuation Date. The adjusted account balance of an
Account is the amount in such Account as of the close of business
on the preceding Valuation Date, increased by any Savings
Contributions, Company Matching Contributions and loan repayments
credited to such Account as of the current Valuation Date under
Article VI and Article VIII, decreased by any withdrawals or
distributions from such Account since the preceding Valuation
Date, and increased or decreased in accordance with uniform rules
established by the Plan Administrator to allocate equitable
expenses and investment results.
7.5 Risk of Loss. The Plan Administrator and the Employer
do not guarantee that the fair market value of the Investment
Funds, or of any particular Investment Fund, will be equal to or
greater than the amounts allocated thereto. The Plan
Administrator and the Employer do not guarantee that the value of
the Accounts will be equal to or greater than the contributions
credited thereto. The Participants assume all risk of any
decrease in the value of the Investment Funds and the Accounts.
7.6 Interests in the Funds. No Participant, Surviving
Spouse or Beneficiary shall have any claim, right, title or
interest in or to the Fund, except as and to the extent expressly
provided herein.
7.7 Sole Source of Benefits. Members, Surviving Spouses
and Beneficiaries shall look only to the Trust for the payment of
benefits under the Plan, and except as otherwise required by law,
the Employer assumes no responsibility or liability therefor.
ARTICLE VIII
LOANS TO PARTICIPANTS
8.1 Plan Administrator Shall Administer the Loan Program.
The Plan Administrator shall administer the loan program in
accordance with the provisions of Article VIII in a uniform and
nondiscriminatory manner.
8.2 Availability of Loans. Upon application by a
Participant who is an active Employee of Amoco or an Affiliated
Company, the Plan Administrator may direct the Trustee to make a
loan to the Participant from his Accounts.
A Participant may make two loans during a calendar year.
However, he may not have more than two outstanding loans. Also,
a Participant will not be permitted to make a loan if he
previously defaulted on a Plan loan; provided, however, that
effective January 1, 1995, a Participant who has defaulted on a
loan will be permitted to again make loans two years after the
full repayment of the defaulted loan.
8.3 Promissory Note. A Participant may obtain a loan only
if he executes a promissory note in a form approved by the Plan
Administrator.
8.4 Conditions of Loan.
(a) Maximum Amount. The loan shall not exceed the
lesser of (i) $50,000 reduced by the excess (if any) of the
highest outstanding loan(s) balance during the one-year
period ending on the day before the date the current loan is
made, over the outstanding loan balance from the Plan to
the Participant on the date on which such loan was made or
(ii) 50% of the market value of the Participant's non-
forfeitable accrued benefit on the date the loan request
from the Participant is received by the Plan Administrator.
(b) Minimum Amount. The minimum loan shall be $1,000.
(c) Repayment Period. The term of the loan shall not
be less than 6 months and not more than five years in
increments of 6 months.
(d) Interest Rate. Effective October 1, 1991, the
interest rate shall equal the prime rate, as published in
the Wall Street Journal, in effect on the next-to-last
business day of the month immediately before the month in
which the loan request is received by the Plan Administrator
and will be fixed for the term of the loan.
(e) Security for Repayment. Each loan hereunder will
be a Participant-directed investment for the benefit of the
Participant requesting such loan; accordingly, any default
in the repayment of principal or interest of any loan
hereunder will reduce the amount available for distribution
to such Participant (or his Beneficiary). Any loan
hereunder will be effectively and adequately secured by 50%
of the non-forfeited accrued benefit in the Participant's
Accounts.
(f) Repayment. A Loan must be repaid in level
installments of principal and interest by payroll deduction.
If the Participant is granted an unpaid leave of absence or
is transferred to an Affiliated Company or a position or
location that is not covered by the Plan (or ceases to have
sufficient compensation from which the loan payment can be
made), the Participant must continue to make timely level
installment payments of principal and interest, by certified
check or cashier's check. If the automatic payroll
arrangement lapses by the Participant's termination of
employment for any reason or is canceled and a new
arrangement is not in place before the next payment is due,
the loan shall be in default and the entire unpaid principal
and interest of any loan then outstanding to such
Participant will become immediately due and payable.
(g) Prepayment. A Participant may prepay a loan, in
full, at any time and without penalty by certified check or
cashier's check. Partial prepayment of a loan is not
permitted.
(h) Default.
(a) A Participant shall default on a loan if any
of the following events occur:
(1) the Participant's separation from service for
any reason (including the Participant's
death);
(2) the Participant's failure to make any payment
of principal or interest on the loan on the
date the payment is due;
(3) the Participant's failure to perform or
observe any covenant, duty or agreement under
the promissory note evidencing the loan;
(4) receipt by the Plan of an opinion of counsel
to the effect that (i) the Plan will, or
could, lose its status as a tax-qualified
plan unless the loan is repaid or (ii) the
loan violates, or might violate, any
provision of ERISA;
(5) any portion of the Participant's Account that
secures the loan becomes payable to the
Participant, his Surviving Spouse or
Beneficiary, an Alternate Payee, or any other
person;
(6) the Participant makes an assignment for the
benefit of creditors, files a petition in
bankruptcy, is adjudicated insolvent or
bankrupt, or becomes a subject of any wage
earner plan under federal or state bankruptcy
or insolvency law, or there is commenced
against the Participant any bankruptcy or
insolvency law or similar proceeding that
remains undismissed for a period of 90 days
(or the Participant by an act indicates his
consent to, approval of, or acquiescence in
any such proceeding); or
(7) the termination of the Plan.
(b) If a default on a loan occurs, the entire
outstanding balance of the loan shall be immediately
due and payable.
(c) If a default on a loan occurs, and the
Participant does not pay the entire outstanding balance
of the loan (together with the accrued and unpaid
interest) by the 90th day after the day the default
occurs, the Participant's nonforfeitable interest in
his Account shall be applied immediately to the extent
lawful.
(d) Any failure by the Plan Administrator to
enforce the Plan's rights with respect to a default on
a loan shall not constitute a waiver of such rights
either with respect to that default or any other
default.
(i) Fees. A Participant who receives a loan shall
pay such fees as Amoco and the Plan Administrator may
establish from time to time.
8.5 Accounting for Loans.
(a) Source of Loan. The Plan Administrator shall
liquidate the Participant's Investment Funds to make a loan
to him in the following order:
Investment Funds.
(1) Money Market Fund;
(2) Equity Index Fund;
(3) Balanced Fund;
(4) Bond Index Fund;
(5) U.S. Savings Bonds; and
(6) Amoco Stock Fund.
As the Plan Administrator liquidates the Participant's
Investment Funds in the above order, he shall liquidate such
Participant's Accounts in the following order:
Accounts.
(1) Tax-Deferred Savings Account;
(2) Rollover Account;
(3) Company Contribution Account; and
(4) After-Tax Savings Account.
Effective October 1, 1991, funds shall be liquidated
first by Account in the order specified above and then by
Investment Fund (i.e. all assets in the Tax-Deferred Savings
Account shall be liquidated first in the order of Investment
Funds described above; then all assets in the Rollover
Account and so forth).
(b) Loan Investment Account. The Plan Administrator
will establish and maintain a loan investment account for
each borrowing Participant. A loan shall be treated by the
Plan Administrator as a separate investment of the borrowing
Participant's Account. The unpaid principal and accrued but
unpaid interest on the loan to a Participant will be
reflected for plan accounting purposes in the Participant's
loan account. Repayments of principal and interest by the
Participant will reduce the Participant's loan account
balance and will be credited to the Participant's other
Accounts in the order that they were liquidated to make the
loan. Repayments will be invested in the Investment Funds
according to a Participant's current investment election.
(c) Distribution Upon Default. In the event a
Participant defaults upon a loan upon termination of
employment, the loan shall be deemed to be distributed from
the Participant's Accounts in the following order:
Accounts.
(1) Tax-Deferred Savings Account;
(2) Rollover Account;
(3) Company Contribution Account; and
(4) After-Tax Savings Account.
The order of liquidation of funds shall be as specified
in (a) above.
ARTICLE IX
IN-SERVICE WITHDRAWALS
9.1 Withdrawals From After-Tax Savings Account. A
Participant may withdraw in cash any portion of his accrued
benefit in his After-Tax Savings Account, except for his After-
Tax Savings Contributions made in the calendar year during which
his withdrawal is made, twice during a 12-month period.
9.2 Withdrawals From Rollover Account. A Participant may
withdraw in cash any portion of his accrued benefit in his
Rollover Account twice during a 12-month period.
9.3 Withdrawals From Company Contribution Account. A
Participant may withdraw in cash any portion of his accrued
benefit in his Company Contribution Account, except for the
greater of the last 24 months of Company Matching Contributions
or the value of the initial Company Matching Contributions that
would not be vested under Section 10.2 if such Participant's
service with his Employer terminated on the date of such
withdrawal, once during a 24-month period. If the Participant
withdraws 50% or less of his accrued benefit from his Company
Contribution Account then he will not be eligible to receive
Company Matching Contributions during the 6-month period
commencing with the first day of his payroll cycle starting
immediately after the distribution of such withdrawal. If the
Participant withdraws more than 50% of his accrued benefit, then
he will not be eligible to receive Company Matching Contributions
during the 12-month period commencing with the first day of his
payroll cycle starting immediately after the distribution of such
withdrawal.
9.4 Hardship Withdrawals From Tax-Deferred Savings Account.
A Participant may withdraw in cash from his Tax-Deferred Savings
Account once every 12 months the amount necessary to meet one of
the following immediate and heavy financial needs:
(a) Medical expenses described in Code Section 213(d)
previously incurred by the Participant, his spouse, or
any of his dependents (as defined in Code Section 152)
or necessary for these persons to obtain medical care
described in Code Section 213(d);
(b) The purchase (excluding mortgage payments) of a
principal residence for the Participant;
(c) Payment of tuition related to educational fees and room
and board expenses for the next 12 months of post-
secondary education for the Participant, his spouse,
children, or dependents;
(d) The need to prevent the eviction of the Participant
from his principal residence or foreclosure on the
mortgage of the Participant's principal residence; or
(e) Other unexpected or unusual expenses creating a
financial need for which withdrawal is permitted by
Code Regulation Section 1.401(k)-1.
The amount of an immediate and heavy financial need includes
any amounts necessary to pay any federal, state, or local income
taxes or penalties reasonably anticipated to result from a
withdrawal from a Participant's Tax-Deferred Savings Account.
Notwithstanding the foregoing, the amount withdrawn cannot
include the Participant's current calendar year's Tax-Deferral
Savings Contributions and/or any earnings on all his Tax-Deferred
Savings Contributions. In addition, before a Participant makes a
withdrawal from his Tax-Deferred Account he must make a loan
under the Plan for the maximum amount permitted and then withdraw
the maximum amount permitted by the Plan from his other Accounts.
If a Participant makes a withdrawal from his Tax-Deferred Savings
Account he will be prohibited from making any Savings
Contributions for the 12-month period commencing with the first
day of his payroll cycle starting immediately after the
distribution of such withdrawal. Finally, notwithstanding
Section 4.12, if a Participant makes a withdrawal from his Tax-
Deferred Savings Account, the Code Section 402(g) limitation that
applies to his Tax-Deferred Savings Contributions during the Plan
Year immediately after such withdrawal shall be reduced by the
total amount of his Tax-Deferred Contributions during the year of
the withdrawal.
9.5 Order of Asset Liquidation for All Withdrawals. The
Plan Administrator shall liquidate the Investment Funds of the
Account from which the withdrawal is being made in the following
order:
Investment Funds.
(1) Money Market Fund;
(2) Equity Index Fund;
(3) Balanced Fund;
(4) Bond Index Fund;
(5) U.S. Savings Bonds; and
(6) Amoco Stock Fund.
9.6 Outstanding Loan. Notwithstanding any other provision
of this Article, if a Participant's Account shows that the
Participant has an outstanding balance securing a loan, the
Participant shall not be permitted to make a withdrawal pursuant
to this Article of any portion of the Participant's Account that
secures the loan.
ARTICLE X
DISTRIBUTIONS
10.1 Distribution Upon Retirement.
(a) Amount. A Participant whose employment with the
Employer and the Affiliated Companies terminates as a result
of retirement will receive the total amount in his Accounts.
If a Participant receives immediate distribution of his
Accounts, his Account balances will be determined as of the
valuation date immediately preceding such distribution. If
a Participant defers payment of part or all of his Accounts,
his Account balances will be determined as of the valuation
date immediately preceding his subsequent distribution.
(b) Retirement Defined. For purposes of this Plan,
"Retirement" means a Participant's termination of employment
(1) on or after his 65th birthday or (2) on or after his
attainment of age 50 and 15 years of Vesting Service. A
Participant will become fully vested in his Company Account
balance upon reaching his 65th birthday (normal retirement
age).
(c) Form of Payment. Upon a Participant's Retirement
a distribution of his Accounts will be paid in one of the
following methods as selected by the Participant.
(i) a single-sum payment of his entire Account
balances at any time until age 70 1/2; or
(ii) monthly, quarterly or annually (of which the
frequency and amount can be changed at any time
subject to administrative feasibility) equal
payments for a period less than ten years.
In addition to the above two methods of distribution, a
Participant who has retired in accordance with subsection 10.1(b)
can make a withdrawal of any amount once a month.
All distributions made pursuant to this subsection shall be
made in cash, except that a Participant who elects to receive a
single-sum payment under Section 10.1(c)(i) can elect to receive
Amoco common stock in-kind. The Plan Administrator shall
liquidate the Participant's Accounts to make a distribution to
him pursuant to this Section in the following order:
Accounts
(1) After-Tax Savings Account;
(2) Rollover Account;
(3) Company Contribution Account; and
(4) Tax-Deferred Savings Account.
As the Plan Administrator liquidates the Participant's
Accounts in the above order, he shall liquidate the Participant's
Investment Funds in the following order:
Investment Funds
(1) Money Market Fund;
(2) Equity Index Fund;
(3) Balanced Fund;
(4) Bond Index Fund;
(5) U.S. Savings Bonds; and
(6) Amoco Stock Fund.
10.2 Termination of Employment Prior to Retirement or Death.
(a) If a Participant's service with the Employer and
the Affiliated Companies terminates under circumstances
other than as provided for under subsections 10.1(b) or
10.6, he shall be 100% vested in an amount equal to the
market value of his Tax-Deferred Savings Account, After-Tax
Savings Account and Rollover Account. In addition, such
Participant shall be 100% vested in an amount equal to the
greater of: (1) the market value of his Company Contribution
Account less 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, a percentage based on years of Vesting
Service as provided below; or (2) the market value of the
Participant's Company Contribution Account times the
Participant's vested percentage based upon his years of
Vesting Service, as follows:
Years ofVesting Service
At least But Less Percentage
Than Vested
2 years 0%
2 years 3 years 25%
3 years 4 years 50%
4 years 5 years 75%
5 years 100%
Notwithstanding the foregoing, if a Participant's service
with an Employer terminates because of (1) a sale of stock or
assets of the Employer, a merger or other transaction involving
an Employer, each involving a third party, the result of which is
the Employer is no longer deemed an Employer by Amoco, or such
other transaction as may be approved by Amoco or (2) under the
terms of a voluntary or involuntary Employer severance plan
officially adopted by an Employer as evidenced by a written plan
document, he shall be 100% vested in his Company Contribution
Account. The benefit determined in accordance with the foregoing
provision shall never be adjusted or altered in any fashion on
account of any years of Vesting Service which the Participant
might complete upon reemployment with an Employer, except as
otherwise provided in Section 10.3(b).
(b)(i) Vesting Service and Period of Vesting
Service. Effective with regard to the calculation
of Vesting Service on or after October 1, 1991,
Vesting Service means the aggregate of all years
and fractions of years of an Employee's Periods of
Vesting Service with an Employer and an Affiliated
Company. A Period of Vesting Service means the
period beginning on the first day of the calendar
month during which the Employee enters service (or
reenters service) and ending on the termination
date (as defined below) with respect to such
period, subject to the following special rules:
(A) An Employee shall be deemed to enter
service on the date he first completes an Hour of
Service.
(B) An Employee shall be deemed to reenter
service on the date following a termination date
when he again completes an Hour of Service.
(C) The termination date of an Employee
shall be the last day of the calendar month during
which the earlier of the following occurs: (i) the
date he quits, is discharged, retires or dies, or
(ii) except as provided below, the first
anniversary of the date he is absent from service
for any other reason (including, but not limited
to, vacation, holiday, leave of absence, and
layoff). If an Employee, absent from service
under circumstances described in (ii) of this
paragraph, quits, is discharged, retires or dies
before the first anniversary of commencement of
said absence, his termination date shall be the
date he quits, is discharged, retires or dies. An
absence described in (ii) of this paragraph shall
be deemed to commence with respect to an Employee
on the date he is terminated as an Employee on the
payroll records of the Employer or an Affiliate.
Notwithstanding the foregoing provisions of
(b)(i), an Employee shall be deemed to have
continued in service (and thus not to have
incurred a termination date) for the following
periods:
(i) any period for which he shall be
required to be given credit for service
under any laws of the United States; and
(ii) any period for which he is on an
approved medical or family "leave of
absence".
(D) All periods of service of an Employee
shall be aggregated in determining his Vesting
Service unless they can be disregarded under the
break in service rules of Section 10.3.
(E) If an Employee shall be absent from work
because he quits, is discharged or retires, and he
reenters service before the first anniversary of
the date of such absence, such date shall not
constitute a termination date and the period of
such absence shall be included as service.
(ii) Month of Vesting Service. A Month of Vesting
Service means a calendar month during which an
Employee is credited with service.
(iii) Year of Vesting Service. A Year of Vesting
Service means 12 Months of Vesting Service,
whether or not consecutive.
(iv) One-Year Break in Service. A One-Year Break
in Service means a period of twelve consecutive
calendar months during which the Employee is not
credited with one Month of Vesting Service.
(v) Non-Duplication. Notwithstanding anything to
the contrary in this Section, a Participant shall
not receive credit under the Plan for a period of
service more than once for Vesting Services.
(c) Form of Payment. A Participant whose service
terminates with his Employer under circumstances other than
in accordance with subsection 10.1(b) (retirement) will be
paid a distribution of his vested Account balances in one of
the following methods as selected by the Participant:
(i) a single-sum payment at any time prior to age 65;
or
(ii) 10 annual installments commencing as soon as
practicable after his service terminates.
The election to receive 10 annual installments is
irrevocable and all such installments shall be made in cash
and the Participant's Accounts and Investment Funds that he
is invested in shall be liquidated in the same order as
provided in Section 10.1(c). If the Participant has not
received his single-sum payment before his attainment of age
65, the Plan Administrator shall distribute it as soon as
practicable after he reaches such age. A single-sum payment
made pursuant to this subsection shall be made in cash,
unless the Participant elects to receive Amoco common stock
in-kind.
(d) If a Participant receives immediate distribution
of his Accounts, his Account balances will be determined as
of the Valuation Date immediately preceding such
distribution.
(e) The determination of the amount to which such
terminated Participant is entitled in accordance with the
foregoing rules shall be made by the Plan Administrator.
(f) Any portion of a Participant's Company
Contribution Account to which he is not entitled at the time
of the distribution of his Account balances shall be
forfeited by him upon such termination of employment. As
soon as practicable after such forfeitures occur they shall
be used to reduce Company Matching Contributions or pay Plan
administration expenses in accordance with Section 16.11.
10.3 Reemployment. If a terminated Participant who was
partially or fully vested in his Company Contribution Account is
reemployed by an Employer, he shall again become a participant
upon reemployment pursuant to Section 3.4. All future Company
Matching Contributions shall be credited to his Company
Contribution Account, and all his prior years of Vesting Service
shall be restored for the purpose of calculating the vested
portion of such Account. Also, the portion of his Company
Contribution Account that has been forfeited, if any, shall be
restored without interest to his Account. Upon any subsequent
termination of employment the nonforfeitable portion of his
Company Contribution Account shall be calculated as if any non-
forfeitable amounts distributed upon the previous termination had
been repayed to the Plan.
If such a terminated Participant was 0% vested in his
Company Contribution Account under Section 10.2 at the time of
his prior termination, the following special provisions shall
apply:
(a) If such a terminated Participant is reemployed
after incurring 5 or more consecutive One-Year Breaks In
Service, he shall have no right to the previously forfeited
portion of his Company Contribution Account, and his prior
years of Vesting Service shall not be restored for the
purpose of calculating the vested portion of such Account.
(b) If such a terminated Participant is reemployed
before incurring 5 consecutive One-Year Breaks In Service,
the portion of the Participant's Company Contribution
Account that had been forfeited shall be restored without
interest to his Account. In order to effect the restoration
of previously forfeited amounts to a Participant's Company
Contribution Account, the Plan Administrator shall first
utilize any available forfeitures, and then requesting
additional Employer Contributions which shall be paid by the
Employer, and his prior years of Vesting Service shall be
restored for the purpose of calculating the vested portion
of such Account.
Notwithstanding this section 10.3, if a Participant,
after his military leave of absence expires, files for
restoration of his job during one of the periods prescribed
by the Vietnam Era Veterans' Readjustment Act of 1974 and is
hired by an Employer, his prior years of Vesting Service
shall be restored and he shall be credited with Xxxxxxx
Service for the period of time he was on the military leave
of absence. In addition, the portion of his company
contribution Account that has been forfeited, if any, shall
be restored without interest to his Company Account.
10.4 $3,500 Cash-Out. If the value of the nonforfeitable
portion of the Participant's Accounts does not exceed $3,500 as
of any date after his termination of service for any reason, the
Plan Administrator shall distribute in cash and in a single-sum
payment the entire balance in his Accounts in accordance with the
applicable rules of the Plan Administrator.
10.5 Required Distribution Date. Distribution to any
Participant (whether employed by an Employer, retired or
otherwise terminated) must be made no later than April 1
following the calendar year in which he reaches age 70-1/2 in
accordance with the minimum distribution rules of Section
401(a)(9) of the Code and the regulations promulgated thereunder;
provided, however, that in the case of a Participant who attained
age 70-1/2 prior to January 1, 1988, distribution may be delayed
until April 1 following the calendar year in which he retires if
such Participant is not a 5% owner.
10.6 Distribution Upon Death of a Participant.
(a) In General. If Participant dies while employed by
the Employer or an Affiliated Company with a balance in any
Account under the Plan, his Beneficiary will receive 100% of
the amount in his Accounts. Such amount will be determined
as of the Valuation Date immediately preceding the date when
the Plan Administrator makes such distribution. After the
Plan Administrator receives instructions from Amoco as to
who the Beneficiary is, he shall distribute to such
Beneficiary in cash, Amoco common stock, or any combination
thereof as directed by Amoco, the remaining amount in the
deceased Participant's Accounts as soon as administratively
practicable.
(b) Designation of Beneficiary. A Participant may
designate one or more Beneficiaries and may revoke or change
such designation at any time. If the Participant names two
or more Beneficiaries, distribution to them will be in such
proportions as the Participant designates or, if the
Participant does not so designate, in equal shares pro rata
from such Participant's Accounts. No such revocation or
designation shall be effective unless and until it is
received by the Employer or its agent before the
Participant's death in such form and manner established by
Amoco and the Plan Administrator.
Notwithstanding the preceding paragraph, the sole
Beneficiary of a married Participant will be the
Participant's spouse unless the spouse consents in writing
to the designation of another person as beneficiary. The
xxxxxx's consent must acknowledge the effect of such consent
and be witnessed by a notary public.
(c) No Designation. Any portion of a distribution
payable upon the death of a Participant which is not
disposed of by a designation of Beneficiary for any reason
whatsoever will be paid to the Participant's spouse if
living at his death, otherwise to the Participant's estate.
(d) Payment Under Prior Designation. Amoco may direct
the Plan Administrator to make payment in accordance with a
prior designation of Beneficiary (and will be fully
protected in so doing) if such direction (i) is given before
a later designation is received, or (ii) is due to Amoco's
inability to verify the authenticity of a later designation.
Such a distribution will discharge all liability therefor
under the Plan.
(e) Risk of Loss. The value of a Participant's
nonforfeitable interest in his Account shall continue to be
adjusted to reflect the investment performance of the
Investment Fund(s) in which his Account is invested (and
shall therefore remain subject to the risk of loss) during
the period between the Participant's separation of service
and the date when the Participant's nonforfeitable interest
in his Account has been distributed in full.
10.7 Rehire Before Distribution. If a former Participant is
rehired by an Employer or an Affiliated Company before
distribution of his Accounts has been made, such distribution
will be deferred until his subsequent termination of employment.
10.8 Waiver of 30 Day Notice. If a distribution is one to
which section 401(a)(11) and 417 of the Code does not apply, such
distribution may commence less than 30 days after the notice
required under section 1.411(a)11(c) of the Income Tax
Regulations is given, provided that:
(1) the Plan Administrator clearly informs the Participant
that the Participant has a right to a period of at
least 30 days after receiving the notice to consider
the decision of whether or not to elect a distribution
(and, if applicable, a particular distribution option),
and
(2) the Participant, after receiving the notice,
affirmatively elects a distribution.
ARTICLE XI
DIRECT ROLLOVERS
11.1 Direct Rollover. This section applies to distributions
made on or after January 1, 1993. Notwithstanding any provision
of the Plan to the contrary that would otherwise limit a
distributee's election under this section, a distributee may
elect, at the time and in the manner prescribed by the Plan
Administrator, to have any portion of an eligible rollover
distribution provided for in this Plan paid directly to an
eligible retirement plan specified by the distributee in a direct
rollover.
11.2 Definitions.
(a) "Eligible Rollover Distribution" is any
distribution provided for in this Plan of all or any portion
of the balance to the credit of the distributee, except that
an eligible rollover distribution does not include: any
distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually) made
for the life (or life expectancy) of the distributee or the
joint lives (or joint life expectancies) of the
distributee's designated beneficiary, or for a specified
period of ten years or more; any distribution to the extent
such distribution is required under section 401(a)(9) of the
Code; and the portion of any distribution that is not
includable in gross income (determined without regard to the
exclusion for net unrealized appreciation with respect to
employer securities).
(b) "Eligible Retirement Plan" is an individual
retirement account described in section 408(a) of the Code,
an individual retirement annuity described in section 408(b)
of the Code, an annuity plan described in section 403(a) of
the Code, or a qualified trust described in section 401(a)
of the Code, that accepts the distributee's eligible
rollover distribution. However, in the case of an eligible
rollover distribution to the surviving spouse, an eligible
retirement plan is an individual retirement account or
individual retirement annuity.
(c) "Distributee" includes a Participant, the
Participant's surviving spouse and the Participant's spouse
who is the alternate payee under a qualified domestic
relations order, as defined in section 414(p) of the Code.
(d) "Direct Rollover" is a payment by the Plan to the
eligible retirement plan specified by the distributee.
ARTICLE XII
AMENDMENT, MERGER AND TERMINATION OF PLAN
12.1 Amendment of Plan. At any time and from time to time,
Amoco may amend or modify any or all of the provisions of the
Plan without the consent of any person, provided that no
amendment will reduce any Participant's nonforfeitable Account
balance as of the date such amendment is adopted (or its
effective date if later) or eliminate an optional form of
benefit, and provided further that no amendment will permit any
part of the Trust Fund to revert to the Employer or be used for
or diverted to purposes other than for the exclusive benefit of
Participants or their Beneficiaries, except as provided in
Section 4.6.
12.2 Merger of Plans. A merger or consolidation with, or
transfer of assets or liabilities to, any other plan will be
permitted only if the benefit each Participant would receive if
such plan were terminated immediately after the merger,
consolidation or transfer is not less than the benefit he would
have received if this Plan had terminated immediately before the
merger, consolidation or transfer.
12.3 Termination. Amoco has established the Plan and is
maintaining the Plan with the bona fide expectation and intention
that it will continue the Plan indefinitely, but Amoco will not
be under any obligation or liability whatsoever to maintain the
Plan for any particular length of time. Notwithstanding any
other provision hereof, Amoco may terminate this Plan at any
time. There will be no liability to any Participant, Beneficiary
or other person as a result of any such discontinuance or
termination.
The Employer's failure to make contributions in any year or
years will not operate to terminate the Plan in the absence of
formal action by Amoco to terminate the Plan.
12.4 Effect of Termination. Upon complete discontinuance of
contributions or termination or partial termination of the Plan,
the Tax-Deferred Savings, After-Tax Savings and Rollover Accounts
of affected Participants will remain nonforfeitable and their
Company Contribution Account will become nonforfeitable. After
termination of the Plan, no Employee will become a Participant
and no further Savings Contributions or Company Matching
Contributions will be made hereunder on behalf of Participants.
The Trustee will continue to hold the assets of the Trust
Fund for distribution as directed by the Plan Administrator.
Amoco will determine whether to direct the Plan Administrator who
will, in turn, direct the Trustee to disburse the Plan's assets
as immediate benefit payments, to retain and disburse them in the
future, or to follow any other procedure which it deems
advisable.
ARTICLE XIII
NAMED FIDUCIARIES
13.1 Identity of Named Fiduciaries.
(a) Named Fiduciaries. Amoco or its delegates as
provided by Resolution of its Board of Directors, the Plan
Administrator, the Trustee and any investment manager
appointed by Amoco will be the named fiduciaries under the
Plan and will control and manage the Plan and its assets to
the extent and in the manner indicated in the Plan, in the
Administrative and Recordkeeping Services Agreement, in the
Trust Agreement and as described in certain delegations of
authority of the Board of Directors of Amoco to the extent
such delegations are not inconsistent with the terms of the
Plan. Any responsibility assigned to a named fiduciary will
not be deemed to be a duty of a "fiduciary" (as defined in
ERISA) solely because of such assignment.
(b) Plan Administrator. State Street Bank & Trust
Company of Boston has been appointed by Amoco as the "Plan
Administrator" as defined in ERISA.
13.2 Responsibilities and Authority of Plan Administrator.
The Plan Administrator will have the responsibilities and
authority with respect to control and management of the Plan and
its assets as set forth in detail in various articles of the Plan
including Article XIII and the Administrative and Recordkeeping
Services Agreement.
13.3 Responsibilities and Authority of Trustee. The Trustee
will manage and control the assets of the Plan, except to the
extent that such responsibilities are specifically assigned
hereunder or under the Trust Agreement to Amoco, the Plan
Administrator or the Participants, or are delegated to one or
more investment managers by Amoco. The responsibilities and
authority of the Trustee are set forth in detail primarily in the
Trust Agreement.
13.4 Responsibilities of Amoco. Amoco will have the
responsibilities and authority to appoint, remove and replace the
Trustee and the Plan Administrator, to monitor their
performances, to resolve Plan appeals and to amend and terminate
the Plan and Trust. The responsibilities and authority of Amoco
are set forth in further detail in the various articles of the
Plan and in the Trust Agreement and in the Administrative and
Recordkeeping Services Agreement.
13.5 Responsibilities Not Shared. Except as otherwise
provided herein or required by law, each named fiduciary will
have only those responsibilities that are specifically assigned
to it hereunder, in the Administrative and Recordkeeping Services
Agreement, and in the Trust Agreement, and no named fiduciary
will incur liability because of improper performance or
nonperformance of responsibilities assigned to another named
fiduciary.
13.6 Dual Fiduciary Capacity Permitted. Any person or group
of persons may serve in more than one fiduciary capacity,
including service both as Trustee and Plan Administrator.
13.7 Actions by Amoco. Wherever the Plan specifies that
Amoco is required or permitted to take any action, such action
will be taken by its board of directors, or by a duly authorized
committee thereof, or by one or more directors, officers,
employees or other persons duly authorized to do so by the board
of directors.
13.8 Advice. A named fiduciary may employ or retain such
attorneys, accountants, investment advisors, consultants,
specialists and other persons or firms as it deems necessary or
desirable to advise or assist it in the performance of its
duties. Unless otherwise provided by law, the fiduciary will be
fully protected with respect to any action taken or omitted by
him or it in reliance upon any such person or firm rendered
within his or its area of expertise.
13.9 Design Decisions. Decisions regarding the design of
the Plan shall be made in a settlor capacity and shall not be
governed by the fiduciary responsibility provisions of ERISA.
ARTICLE XIV
PLAN ADMINISTRATOR
14.1 Appointment. Amoco will appoint a Plan Administrator.
14.2 Notice to Trustee. Amoco will notify the Trustee in
writing of the appointment, and the Trustee may assume such
appointment continues in effect until written notice to the
contrary is given by Amoco.
14.3 Administration of Plan. The Plan Administrator and
Amoco will have all powers and authority necessary and
appropriate to carry out its responsibilities as provided in the
Plan and agreed upon in the Administrative and Recordkeeping
Services Agreement with respect to the operation and
administration of the Plan. All determinations and actions of
the Plan Administrator and Amoco will be conclusive and binding
upon all persons, except as otherwise provided herein or by law,
and except that the Plan Administrator and Amoco may revoke or
modify a determination or action previously made in error. The
Plan Administrator and Amoco will exercise all powers and
authority given to it in a nondiscriminatory manner.
14.4 Reporting and Disclosure. The Plan Administrator and
Amoco, as agreed upon in the Administrative and Recordkeeping
Services Agreement, will prepare, file, submit, distribute or
make available any plan descriptions, reports, statements, forms
or other information to any government agency, Employees, former
Employees, or Beneficiary as may be required by law or by the
Plan.
14.5 Records. The Plan Administrator will record its acts
and decisions, and keep all data, records, books of account and
instruments pertaining to plan administration, which will be
subject to inspection or audit by Amoco at any time. The
Employer will supply all information required by the Plan
Administrator to administer the Plan, and the Plan Administrator
may rely upon the accuracy of such information.
14.6 Claims Review Procedure. A claim for benefits under
the Plan by a Participant, Surviving Spouse, Beneficiary,
Alternate Payee or any other person shall be filed in writing
with the Plan Administrator. The Plan Administrator shall,
within a reasonable time, consider the claim and shall issue his
determination in writing. If the claim is denied in whole or in
part by the Plan Administrator, the Plan Administrator shall,
within a reasonable time, provide the claimant with a written
notice setting forth in a manner calculated to be understood by
the claimant:
(a) The specific reason or reasons for the denial of
the cliam;
(b) Specific reference to pertinent Plan provisions on
which the denial is based;
(c) A description of any additional material or
information necessary for the claimant to perfect the claim
and an explanation of why such material or information is
necessary; and
(d) An explanation of the Plan's claim review
procedure.
Amoco shall provide each claimant with a reasonable
opportunity to appeal a denial of the claim to Amoco for a full
and fair review. The claimant or his duly authorized
representative shall be permitted to request a review upon
written application to Amoco to review pertinent documents, and
to submit issues and comments in writing. Amoco may establish
such time limits within which claimants may request review of
denied claims as are reasonable in relation to the nature of the
benefit that is the subject of the claim and to other attendant
circumstances, but which in no event shall be less than 60 days
after receipt by the claimant of written notice of denial of his
claim. The decision by Amoco with respect to the claim shall be
made not later than 60 days after receipt of the request for
review, unless special circumstances require an extension of time
for processing, in which case a decision shall be rendered as
soon as possible but not later than 120 days after receipt of the
request for review. The decision on review shall be in writing,
shall include specific reasons for the decision and specific
references to the pertinent Plan provisions on which the decision
is based and shall be written in a manner calculated to be
understood by the claimant. To the extent permitted by law, the
decision of the Plan Administrator (if no review is properly
requested) or the decision of Amoco on review, as the case may
be, shall be final and binding on all parties if it is supported
by the facts that were considered and is reasonably based on the
applicable provisions of law, the Plan and the Trust Agreement.
Any person eligible to receive benefits hereunder shall
furnish to the Plan Administrator or Amoco any information or
evidence requested by the Plan Administrator or Amoco and
reasonably required for the proper administration of the Plan.
Failure on the part of any person to comply with any such request
within a reasonable period of time shall be sufficient grounds
for delay in the payment of any benefits that may be due under
the Plan until such information or evidence is received by the
Plan Administrator or Amoco. The Plan Administrator or Amoco may
recoup from the payments to any person any amount previously paid
to such person to which he was not entitled under the provisions
of the Plan.
14.7 Administrative Discretion; Final Authority.
(a) The Plan Administrator, and Amoco with regard to
the handling of appeals, shall have the exclusive
discretionary authority to interpret the Plan and to decide
any and all matters arising hereunder, including without
limitation the right to remedy possible ambiguities,
inconsistencies, or omissions by general rule or particular
decision; provided that all such interpretations and
decisions shall be applied in a uniform and
nondiscriminatory manner to all Participants and
beneficiaries who are similarly situated. The Plan
Administrator and Amoco with regard to Plan appeals shall
determine conclusively for all parties all questions arising
out of the interpretation or administration of the Plan.
(b) The Plan Administrator may delegate authority with
respect to certain matters, and the Plan Administrator may
allocate its responsibilities among Amoco employees.
(c) To the extent that the Plan Administrator properly
delegates or allocates administrative powers or duties to
any other individual or entity, such individual or entity
shall have exclusive discretionary authority, as described
in subsection 14.7(a), to exercise such powers or duties.
ARTICLE XV
PARTICIPATING EMPLOYERS
15.1 Adoption by Other Employers. Notwithstanding anything
herein to the contrary, with the consent of Amoco, any other
entity may adopt this Plan and all of the provisions hereof, and
participate herein and be known as a participating Employer, by a
properly executed Participation Agreement or other documentation
evidencing said intent and will of such participating Employer.
A Participation Agreement may contain terms and conditions
approved by Amoco that apply only to such participating Employer
and shall constitute an amendment of the Plan.
15.2 Designation of Agent. Each participating Employer
shall be deemed a part of this Plan; provided, however, that with
respect to all of its relations with the Trustee and Plan
Administrator for the purpose of this Plan, each participating
Employer shall be deemed to have designated irrevocably Amoco as
its agent.
15.3 Employee Transfers. It is anticipated that an Employee
may be transferred between participating Employers and non-
participating Affiliated Companies. No such transfer shall
effect a termination of employment hereunder for purposes of
Section 10.
15.4 Discontinuance of Participation. Any participating
Employer shall be permitted to discontinue or revoke its
participation in the Plan with a properly executed document filed
with Amoco and with the consent of Amoco.
15.5 Participating Employer Contribution for Affiliate. If
any participating Employer is prevented in whole or in part from
making a contribution to the Trust Fund which it would otherwise
have made under the Plan for any reason, then, pursuant to Code
Section 404(a)(3)(B), so much of the contribution which such
participating Employer was so prevented from making may be made,
for the benefit of the participating Employees of such
participating Employer, by the other participating Employers who
are members of the same affiliated group within the meaning of
Code Section 1504.
ARTICLE XVI
MISCELLANEOUS
16.1 Qualified Domestic Relations Orders.
(a) A Qualified Domestic Relations Order (QDRO) is a
judgment, decree, or order which meets the requirements of
Code Section 414(p). An alternate payee is an individual
named in the QDRO who is to receive some or all of the
Participant's benefits.
(b) Upon receipt of written directions from Amoco that
a Participant's Accounts could be subject to a QDRO the Plan
Administrator will prohibit such Participant from making any
type of withdrawal and making a loan. The Plan
Administrator shall prohibit the above transactions until
directed otherwise in writing by Amoco.
(c) A payment to an alternate payee shall be in cash
and in a single sum immediately after Amoco directs the Plan
Administrator in writing, even if the Participant is not
otherwise eligible for an immediate distribution.
16.2 Nonalienation of Benefits. No benefit, right or
interest hereunder of any person will be subject to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance or
charge, or to seizure, attachment or other legal, equitable or
other process, or be liable for, or subject to, the debts,
liabilities or other obligations of such person, except (1)
federal tax liens, and (2) rules that Amoco may prescribe for
the payment of benefits in accordance with Qualified Domestic
Relations Orders as defined in Section 16.1.
16.3 Payment of Minors and Incompetents. If the Plan
Administrator or Amoco deems any person incapable of giving a
binding receipt for benefit payments because of his minority,
illness, infirmity or other incapacity, it may direct payment
directly for the benefit of such person, or to any person
selected by Amoco to disburse it. Such payment, to the extent
thereof, will discharge all liability for such payment under the
Plan.
16.4 Current Address of Payee. Any person entitled to
benefits is responsible for keeping Amoco informed of his current
address at all times. The Plan Administrator, the Trustee and
Amoco have no obligation to locate such person, and will be fully
protected if all payments and communications are mailed to his
last known address, or are withheld pending receipt of proof of
his current address and proof that he is alive. If payments are
withheld and after reasonable efforts, the Plan Administrator or
Amoco cannot locate a former Participant (or Beneficiary) within
a reasonable time, but in any event not later than 4 years, the
amount of the Participant's Accounts shall be forfeited and shall
be reapplied in such a way as to reduce succeeding Company
Matching Contributions under the Plan; provided, however, that if
such former Participant (or Beneficiary) subsequently files a
claim for benefits with the Plan Administrator or Amoco with
respect to his Account balances under the Plan, his Accounts
shall be restored to the value previously forfeited (and without
interest) from such Accounts.
16.5 Disputes over Entitlement to Benefits. If two or more
persons claim entitlement to payment of the same benefit
hereunder, the Plan Administrator, as directed by Amoco, may
withhold payment of such benefit until the dispute has been
determined by a court of competent jurisdiction or has been
settled by the persons concerned.
16.6 Payment of Benefits. Unless he elects otherwise, a
Participant's benefit payments under the Plan will begin no later
than 60 days after the close of the Plan Year in which the latest
of the following dates occurs: (a) the date he terminates
service with his Employer; (b) his 65th birthday; or (c) the
tenth anniversary of the year in which he began participating in
the Plan.
16.7 Top-Heavy Plan Provisions.
(a) Applicability of Section. This section is
included in the Plan to meet the requirements of Code
Section 416, and the provisions of this section will be
operative only if, when and to the extent that Code
Section 416 applies to the Plan. At such time as the
requirements of Code Section 416 apply to the Plan because
the Plan is top-heavy as defined in subsection (b)(i) below,
the provisions of this section will apply and will govern
over contrary provisions of the Plan.
(b) Definitions.
(i) The Plan will be top-heavy for a Plan Year if, as
of the determination date, the sum of (A) the
aggregate amount in the accounts of Participants
who are key employees (including all defined
contributions plans within the required or
permissive aggregation group) and (B) the
aggregate present value of cumulative accrued
benefits of Participants who are key employees
(including all defined benefit plans within such
group), exceeds 60 percent of such amount
determined for all participants in all such plans.
In determining the amounts in Participants' Accounts
and present values of the accrued benefits under the
preceding two paragraphs, (1) the present value of accrued
benefits will be based on the actuarial assumptions used to
determine the minimum funding requirements of Code
Section 412(b); if there is more than one defined benefit
plan in the aggregation group, each plan will use the same
actuarial assumption for purpose of the top heavy test, as
determined by the actuary; (2) distributions made during the
five years ending on the determination date will be taken
into account; (3) rollover contributions will be taken into
account only to the extent provided in regulations under
Code Section 416(g)(4)(A); (4) account balances and accrued
benefit values of a person who was but no longer is a key
employee will be disregarded; and (5) account balances and
accrued benefit values of any individual who has not
performed any services for the employer at any time during
the five years ending on the determination date will be
disregarded.
(ii) The determination date for purposes of determining
whether the Plan is top-heavy under subsection (i)
for a particular Plan Year is the last day of the
preceding Plan Year, except that in the case of
the first Plan Year of any Plan, the determination
date is the last day of such Plan Year.
(iii) A key employee is any Employee or former
Employee who has satisfied Section 3.2 (including
a Beneficiary of such an employee) and who at any
time during the Plan Year or any of the four
preceding Plan Years was:
(A) An officer of the Employer or an
Affiliated Employer having annual compensation
greater than 50% of the amount in effect under
Section 415(b)(1)(A) of the Code for such Plan
Year (but no more than 50 Employees will be taken
into account under this subsection (A) as key
employees);
(B) One of the 10 Employees owning (or
considered as owning within the meaning of Code
Section 318) the largest interests in the Employer
or Affiliated Employer but only if such Employee's
compensation for such plan year exceeds the amount
specified in Code Section 415(c)(1)(A). For
purposes of the preceding sentence, if two
Employees have the same interest in the Employer
or Affiliated Employer, the Employee having
greater annual compensation from the Employer or
an Affiliated Employer shall be treated as having
a larger interest;
(C) A person owning (or considered as owning
within the meaning of Code Section 318) more than
5% of the outstanding stock of the Employee or
Affiliated Employer or stock possessing more than
5% of the total combined voting power of all such
stock; or
(D) A person who has annual compensation
from the Employer or an Affiliated Employer of
more than $150,000 and who would be described in
subsection (C) above if 1% were substituted for
5%.
For purposes of applying Code Section 318 to
the provisions of this subsection (iii),
subparagraph (c) of Code Section 318(a)(2) will be
applied by substituting "five percent" for "50
percent." In addition, the rules of Code Section
414(b), (c), (m) and (o) will not apply for
purposes of determining ownership under
subsections (C) and (D) above.
(iv) A non-key employee is an Employee who has
satisfied Section 3.2 (including a beneficiary of
such employee) and who is not a key employee under
subsection (iii) above.
(v) A required aggregation group includes all
qualified plans of the Employer or an Affiliated
Employer in which a key employee participates,
including a terminated plan, and each other
qualified plan of the Employer or an Affiliated
Employer that enables any of such plans to meet
the requirements of Section 401(a)(4) or
Section 410 of the Code. A permissive aggregation
group includes (in addition to plans in a required
aggregation group) any plan which Amoco designates
for inclusion provided that inclusion of such plan
does not cause the group to fail the requirements
of Section 401(a)(4) and Section 410 of the Code.
(c) Minimum Contribution. For any Plan Year in which
the Plan is top-heavy, the Employer will make a minimum
contribution on behalf of each non-key employee who has
satisfied the requirements of Section 3.2 (and who is
therefore eligible to make Savings Contributions) and who is
employed on the last day of the Plan Year. The minimum
contribution will be 3% of his total compensation (as
defined in Section 6.6) or, if less, the percentage for such
Plan Year under this Plan (and any other defined
contribution plan included in an aggregation group with this
Plan) on behalf of the key employee for whom such percentage
is the highest. In the case of a non-key employee who
participates in a qualified defined benefit plan sponsored
by the Employer, the minimum contribution shall be 5% of his
total compensation (as defined in Section 6.6).
16.8 Rules of Construction.
(a) A word or phase defined or explained in any
section or article has the same meaning throughout the Plan
unless the context indicates otherwise.
(b) Where the context so requires, the masculine
includes the feminine, the singular includes the plural, and
the plural includes the singular.
(c) Unless the context indicates otherwise, the words
"herein," "hereof," "hereunder," and words of similar import
refer to the Plan as a whole and not only to the section in
which they appear.
16.9 Text Controls. Headings and titles are for convenience
only and the text will control in all matters.
16.10 Applicable State Law. To the extent that state
law applies, the provisions of the Plan will be construed,
enforced and administered according to the laws of the State of
Illinois.
16.11 Plan Administration Expenses. All reasonable Plan
administration expenses shall be paid out of the Trust Fund;
provided that the obligation of the Trust Fund to pay such
expenses shall cease to exist to the extent such expenses are
paid by an Employer or are paid to the Trust Fund as a
reimbursement by an Employer. This provision shall be deemed to
apply to any contract or arrangement to provide for expenses of
plan administration without regard to whether or not the
signatory or party to such contract or arrangement is, as a
matter of administrative convenience, an Employer. Any
reasonable plan administration expense paid to the Trust Fund by
an Employer as a reimbursement shall not be considered an
Employer contribution and shall not be credited to Participants'
Accounts. The Plan Administrator shall only direct the Trustee
to pay Plan administration expenses from the Trust Fund upon the
written direction of Amoco.
16.12 Voting and Tendering of Amoco Stock.
(a) For the purposes of voting or responding to bona
fide offers with respect to the Amoco Corporation Stock held
by the Plan, each Participant and Beneficiary of a deceased
Participant whose Accounts are invested in whole or in part
in the Amoco Stock Fund shall be a "named fiduciary" within
the meaning of Section 403(a)(1) of ERISA. The Trustee
shall follow the proper instructions, which instructions
shall be held by the Trustee in strict confidence, of the
Participants and Beneficiaries with respect to such Amoco
Corporation stock in the manner described in this Section
16.12.
(b) Before each annual or special meeting of Amoco
Corporation, there shall be sent to each Participant and
Beneficiary to whom Amoco Corporation stock is allocated a
copy of the proxy solicitation material for the meeting,
together with a form requesting instructions to the Trustee
on how to vote the Amoco Corporation stock allocated to his
Accounts. Upon receipt of such instructions, the Trustee
shall vote the Amoco Corporation stock as instructed.
(c) The Trustee shall vote Amoco Corporation stock for
which no voting instructions are timely received to the
extent required by law in its uncontrolled discretion.
(d) In the event that a bona fide offer (such as a
tender offer or exchange offer) shall be made to acquire any
Amoco Corporation Employer stock held by the Trustee, each
Participant or Beneficiary of a deceased Participant shall
be entitled to direct the Trustee as to the disposition of
the Amoco Corporation stock (including fractional shares)
allocated to his Accounts, and to direct the Trustee to take
other solicited action on his behalf (including the voting
of such Stock) with respect to the Amoco Corporation stock
allocated to this account. Amoco, with the cooperation of
the Trustee, shall use its best efforts to provide each
Participant or Beneficiary to whom this paragraph may apply
with a copy of any offer solicitation material generally
available to members of the public who hold the Amoco
Corporation stock affected by the offer, or with such other
written information as the offeror may provide. Such
material shall be provided with a form requesting
instructions to the Trustee as to the disposition under the
offer of the Amoco Corporation stock allocated to each
Account. Upon receipt of such instructions from the
Participant or Beneficiary, the Trustee shall respond to the
offer in accordance with such instructions with respect to
the Amoco Corporation stock allocated to the Account.
(e) The Trustee shall respond to the offer described
in subsection (d) with respect to Amoco Corporation stock
for which no instructions are timely received to the extent
required by law in its uncontrolled discretion.
16.13 Transfer of Abandoned ESOP Assets to Plan.
Effective November 30, 1989 the abandoned property in the Amoco
Corporation Employee Stock Ownership Plan ("ESOP") was
transferred to the Plan's abandoned property account.
Notwithstanding anything in the Plan to the contrary, the
following shall apply. The assets transferred from the ESOP
shall remain in the Plan's abandoned property account until
December 31, 1990 and any remaining assets shall be forfeited on
January 1, 1991. If the ESOP Plan Administrator determines an
individual has a valid claim for benefits under the ESOP he shall
instruct the Plan Administrator in writing to distribute the
benefits. Such distribution will be made from the abandoned
property account, then the forfeiture account if necessary and
then from additional employer contributions if necessary.
16.14 Severability. If any provision of this Plan shall
be held illegal or invalid for any reason, said illegality or
invalidity shall not affect the remaining parts of this Plan, but
this Plan shall be construed and enforced as if said illegal or
invalid provision had never been included herein.
16.15 Uniformed Services Employment and Reemployment
Rights Act of 1994 ("USERRA"). Notwithstanding any provision of
the Plan to the contrary, any Participant or Eligible Employee
who is reemployed by an Employer after serving in the United
States military within the time period prescribed by XXXXXX on or
after December 12, 1994 shall be treated as not having incurred a
break in service due to military service. Such reemployed
individual shall have up to three times his period of military
service to make missed Participant contributions, not to exceed
five years. The Employer will make the applicable Company
Matching Contributions with respect to any Participant
contributions made pursuant to this Section. No interest will be
charged on either the Participant and Company Matching
Contributions, and the Participant will not be credited with
interest or earnings that would have been earned on such
contributions.
AMENDMENT AND RESTATEMENT
OF
AMOCO EMPLOYEE SAVINGS PLAN
WHEREAS, Amoco Corporation ("Amoco") maintains the Amoco Employee
Savings Plan ("Plan"); and
WHEREAS, amendment and restatement of the Plan is now considered
desirable:
NOW, THEREFORE, pursuant to resolutions adopted by the Board of
Directors of Amoco on September 27, 1994 which delegated various
powers relating to employee benefit plans to the Senior Vice
President (Human Resources) of Amoco and the power reserved Amoco
under subsection 12.1 of the Plan, the Plan is hereby amended and
restated as evidence by the attached official text, effective
July 1, 1996.
*****************************************************************
I, X. X. Xxxxxxxx, Senior Vice President of Amoco Corporation
(Human Resources), hereby approve and adopt the attached offical
text of the Amoco Employee Savings Plan, as amended and restated,
effective July 1, 1996.
Dated this 24 day of September, 1996
X. Xxxxx Xxxxxxxx
Senior Vice President, Amoco Corporation
As aforesaid
SEVENTH AMENDMENT
OF
AMOCO EMPLOYEE SAVINGS PLAN
(As Amended and Restated Effective July 1, 1996)
WHEREAS, Amoco Corporation ("Amoco") maintains the Amoco Employee
Savings Plan ("Plan"); and
WHEREAS, amendment of the Plan is now considered desirable to
allow Amoco to increase the Company Matching Contribution for
certain collective bargaining units which have agreed to enter
into memoranda of understanding with Amoco regarding certain
benefit plan changes.
NOW, THEREFORE, pursuant to resolutions adopted by the Board of
Directors of Amoco on September 27, 1994 which delegated various
powers relating to employee benefit plans to the Senior Vice
President (Human Resources) of Amoco and the power reserved Amoco
under subsection 12.1 of the Plan, the Plan is hereby amended,
effective January 11, 1998 as follows:
1. Section 4.1 is amended in its entirety to read as follows:
"4.1 Savings Contributions. Each Employee who has
met one of the participation requirements in
Article III may make Tax-Deferred and/or After-Tax
Savings Contributions to the Plan in integral
percentages of his Applicable Compensation from a
minimum of 1% percent to the following maximums.
Subject to Code limitations, his maximum Tax-
Deferred Savings Contributions in any Plan Year is
15% of his Applicable Compensation for such Plan
Year. Also, subject to Code limitations, his
maximum After-Tax Savings Contributions in any
Plan Year is 20% of his Applicable Compensation
for such Plan Year. The foregoing 15% Tax-
Deferred Savings and 20% After-Tax Savings
Contributions limitations are applied to the
Participant's Applicable Compensation in each
payroll cycle and only prospectively."
2. Section 5.1 is amended in its entirety to read as follows:
"5.1 Company Matching Contributions. Effective
January 11, 1998 for each Plan Year the Employer
will make a matching contribution ("Company
Matching Contributions") on behalf of each
Participant who makes Tax-Deferred and/or After-
Tax Savings Contributions in accordance with the
following schedule. For each Plan Year the
Company Matching Contributions made on behalf of
each Participant will equal 100% of the sum of
such Participant's Tax-Deferred and After-Tax
Savings Contributions which are equal to or less
than (1) 5% of such Participant's Applicable
Compensation if he has less than 3 years of
Vesting Service, (2) 6% of such Participant's
Applicable Compensation if he has 3 or more years
of Vesting Service but less than 6 years of
Vesting Service, or (3) 7% of such Participant's
Applicable Compensation if he has 6 or more years
of Vesting Service."
*****************************************************************
I, X. X. Xxxxxxxx, Senior Vice President of Amoco Corporation
(Human Resources), hereby approve and adopt the foregoing
amendment of the Amoco Employee Savings Plan, effective January
11, 1998.
Dated this 9th day of January, 1998
Xxxx X. Xxxxxxxx
Senior Vice President, Amoco Corporation
As aforesaid
SIXTH AMENDMENT
OF
AMOCO EMPLOYEE SAVINGS PLAN
(As Amended and Restated Effective July 1, 1996)
WHEREAS, Amoco Corporation ("Amoco") maintains the Amoco Employee
Savings Plan ("Plan"); and
WHEREAS, amendment of the Plan is now considered desirable to
allow Amoco to increase the Company Matching Contribution for
certain collective bargaining units which have agreed to enter
into memoranda of understanding with Amoco regarding certain
benefit plan changes.
NOW, THEREFORE, pursuant to resolutions adopted by the Board of
Directors of Amoco on September 27, 1994 which delegated various
powers relating to employee benefit plans to the Senior Vice
President (Human Resources) of Amoco and the power reserved Amoco
under subsection 12.1 of the Plan, the Plan is hereby amended,
effective January 1, 1998 as follows:
1. The last paragraph of Section 5.1 is amended to read as
follows:
"For purposes of this subsection (b) "Affected Union
Employee" means each Participant who is employed by the
Employer within any of the following bargaining units:
(i) OCAW Local No. 4-449 - Texas City Chemicals
(ii) OCAW Local No. 4-449 - Texas City Refinery."
**************************************************
I, X. X. Xxxxxxxx, Senior Vice President of Amoco Corporation
(Human Resources), hereby approve and adopt the foregoing
amendment of the Amoco Employee Savings Plan, effective January
1, 1998.
Dated this 24 day of December, 1997
X. Xxxxx Xxxxxxxx
Senior Vice President, Amoco Corporation
As aforesaid
FIFTH AMENDMENT
OF
AMOCO EMPLOYEE SAVINGS PLAN
(As Amended and Restated as of July 1, 1996)
WHEREAS, Amoco Corporation ("Amoco") maintains the Amoco Employee
Savings Plan (the "Plan"); and
WHEREAS, amendment of the Plan is now considered desirable to
specify how the former employees of Amoco Production Company
("APC") and Amoco Gas Company ("AGC") who terminate due to the
sale of certain facilities during the period commencing December
1, 1997 and ending July 1, 1998, will be treated under the Plan:
NOW, THEREFORE, pursuant to resolutions adopted by the Board of
Directors of Amoco on September 27, 1994, which delegated various
powers relating to employee benefit plans to the Senior Vice
President (Human Resources) of Amoco, and the power reserved to
Amoco under Section 21.01 of the Plan, the Plan is hereby amended
effective December 1, 1997, to provide that all participants
whose employment with APC or AGC is terminated because of the
sale of any element of APC during the period commencing December
1, 1997 and ending July 1, 1998, shall become 100% vested in
their Plan account balance and treated as no longer employed by
Amoco or any of its participating subsidiaries for all purposes
under the Plan.
******************************************************
I, X. X. Xxxxxxxx, Senior Vice President of Amoco Corporation
(Human Resources), hereby approve and adopt the foregoing
amendment of the Employee Savings Plan of Amoco Corporation and
Participating Companies, effective December 1, 1997.
Dated this 19 day of
December, 1997
X. Xxxxx Xxxxxxxx
Senior Vice President, Amoco Corporation
As aforesaid
FOURTH AMENDMENT
OF
AMOCO EMPLOYEE SAVINGS PLAN
(As Amended and Restated Effective July 1, 1996)
WHEREAS, Amoco Corporation ("Amoco") maintains the Amoco Employee
Savings Plan ("Plan"): and
WHEREAS, amendment of the Plan is now considered desirable to
allow Amoco to increase the Company Matching Contribution and to
make certain other changes:
NOW, THEREFORE, pursuant to resolutions adopted by the Board of
Directors of Amoco on September 27, 1994 which delegated various
powers relating to employee benefit plans to the Senior Vice
President (Human Resources) of Amoco and the power reserved Amoco
under subsection 12.1 of the Plan, the Plan is hereby amended,
effective January 1, 1998 as follows:
1. Section 4.1 is amended by adding the following sentence to
the end thereto:
"Except with respect to each Affected Union
Employee (as defined in Section 5.1(b)), the
maximum limitation of this Section 4.1 shall be
reduced from 21% to 20% commencing effective for
the entire payroll period ending on January 9,
1998."
2. The third sentence of Section 4.2 is amended to read as
follows:
"His Savings Contributions will begin as soon as
administratively possible after the first full
payroll period following the date he enrolls."
3. Section 5.1 is amended in its entirety to read as follows:
"5.1 Company Matching Contributions.
(a) For each Plan Year commencing effective for the
entire payroll period ending on January 9, 1998, the
Employer will make a matching contribution ("Company
Matching Contributions") on behalf of each Participant
who makes Tax-Deferred and After-Tax Savings
Contributions which are equal to or less than (1) 5% of
such Participant's Applicable Compensation if he has
less than 3 years of Vesting Service, (2) 6% of such
Participant's Applicable Compensation if he has 3 or
more years of Vesting Service but less than 6 years of
Vesting Service, or (3) 7% of such Participant's
Applicable Compensation if he has 6 or more years of
Vesting Service.
(b) Notwithstanding subsection (a), the maximum
Company Matching Contributions for each Affected Union
Employee will be (1) 4% of such Participant's
Applicable Compensation if he has less than 3 years of
Vesting Service, (2) 5% of such Participant's
Applicable Compensation if he has 3 or more years of
Vesting Service, but less than 6 years of Vesting
Service, or (3) 6% of such Participant's Applicable
Compensation if he has 6 or more years of Vesting
Service.
For purposes of this subsection (b), "Affected Union
Employee" means each Participant who is employed by the
Employer within any of the following bargaining units:
(i) OCAW Local No. 7-736-Wood River
(ii) OCAW Local No. 7-1-Xxxxxxx Refinery
(iii) OCAW Local No. 7-1-Whiting Terminal
(iv) OCAW Local No. 7-1-Xxxxxxx Refinery (Guards)
(v) OCAW Local No. 6-10-Mandan Refinery
(vi) OCAW Local No. 4-449-Texas City Chemicals
(vii) OCAW Local No. 4-449-Texas City Refinery
(viii) OCAW Local No. 2-286-Salt Lake Refinery
(ix) OCAW Local No. 3-1-Yorktown Refinery."
4. Section 8.2 is amended by deleting the second and third
sentences thereto and inserting in lieu thereof the
following sentence:
"A Participant may not have more than two
outstanding loans."
5. Section 9.4 is amended by revising the penultimate sentence
thereto to read as follows:
"If a Participant makes a withdrawal from his Tax-
Deferred Savings Account he will be prohibited
from making any Savings Contributions until the
first day of the first payroll period commencing
12 months following the last day of the payroll
period during which the distribution of the
withdrawal occurred."
*****************************************************************
I, X. X. Xxxxxxxx, Senior Vice President of Amoco Corporation
(Human Resources), hereby approve and adopt the foregoing
amendment of the Amoco Employee Savings Plan, effective January
1, 1998.
Dated this 19 day of December, 1997
X. Xxxxx Xxxxxxxx
Senior Vice President, Amoco Corporation
As aforesaid
THIRD AMENDMENT
OF
AMOCO EMPLOYEE SAVINGS PLAN
(As Amended and Restated Effective July 1, 1996)
WHEREAS, Amoco Corporation ("Amoco") maintains the Amoco Employee
Savings Plan ("Plan"): and
WHEREAS, amendment of the Plan is now considered desirable to
allow Amoco to make Supplemental Company Matching Contributions:
NOW, THEREFORE, pursuant to resolutions adopted by the Board of
Directors of Amoco on September 27, 1994 which delegated various
powers relating to employee benefit plans to the Senior Vice
President (Human Resources) of Amoco and the power reserved Amoco
under subsection 12.1 of the Plan, the Plan is hereby amended,
effective December 31, 1997 by adding the following new
subsection 16.16:
"16.16 Conditions of Supplemental Company Matching
Contributions.
(a) Supplemental Company Matching Contributions. For
any Plan Year, Amoco may make Supplemental Company Matching
Contributions to the Plan in the form of employer contributions
(within the meaning of Section 404 of the Code), in cash, at
least equal to a specified dollar amount. Such amount shall be
determined by the Board of Directors of Amoco or an authorized
officer of Amoco by appropriate written documentation.
Any Supplemental Company Matching Contributions
contributed for a Plan Year by Amoco may be made in one or more
installments without interest. Amoco shall pay the Supplemental
Company Matching Contributions at any time during the Plan Year,
and for purposes of deducting such Contribution, shall make the
Contribution, not later than the time prescribed by the Code for
filing Amoco's Federal income tax return including extensions,
for its taxable year that ends within such Plan Year.
(b) Allocation of Supplemental Company Matching
Contributions. The Supplemental Company Matching Contribution
for any Plan Year shall be allocated to the Company Contribution
Account of each Participant who was employed by an Employer on
the first day of the Plan Year for which the Supplemental Company
Matching Contribution is made, as follows:
(1) First, the Supplemental Company Matching
Contribution for the Plan Year shall be allocated to the Tax-
Deferred Savings Account of each Participant as Tax-Deferred
Savings Contributions pursuant to Article IV and to the Company
Contribution Account of each Participant as Company Matching
Contributions pursuant to Article V.
(2) Second, the balance of any Supplemental
Company Matching Contribution remaining after the allocation in
subsection 16.16(b)(1) shall be allocated to the Company
Contribution Account of each Participant who is employed by an
Employer on the last day of the Plan Year, in the ratio that such
Participant's Tax-Deferred Savings Contributions during the
Plan Year bears to the Tax-Deferred Savings Contributions of all
such Participants during such Plan Year.
(3) The Plan Administrator shall reduce the
proportionate allocation under subsection 16.16(b)(2) to Highly
Compensated Employees (as defined in Section 414(q) of the Code)
to the extent necessary to comply with the provisions of Section
401(a)(4) of the Code and regulations thereunder.
(4) The Supplemental Company Matching
Contribution allocated to the Company Contribution Account of a
Participant pursuant to subsection 16.16(b)(2) shall be treated
in the same manner as Company Matching Contributions for all
purposes of the Plan, and shall become vested in accordance with
Section 10.2.
(5) The Supplemental Company Matching
Contribution shall be held in a suspense account until allocated
in accordance with this subsection 16.16. Such suspense account
shall not participate in the allocation of investment gains,
losses, income and deductions of the Trust Fund as a whole, but
shall be invested separately and all gains, losses, income and
deductions attributable to such investment shall be applied to
reduce any reasonable Plan administrative expense and thereafter,
to reduce employer contributions (within the meaning of Section
404 of the Code). In the event that any Supplemental Company
Matching Contribution remains to be allocated after the
application of subsections 16.16(b)(2) and 16.16(b)(3), then such
excess shall be held in a suspense account to be used to be
allocated as Supplemental Company Matching Contributions in the
next, and (to the extent necessary) succeeding, Plan Years.
(6) Notwithstanding any provision of the Plan to
the contrary, any allocation of a Participant's Tax-Deferred
Savings Contributions shall be made under either Article IV or
this subsection 16.16, as appropriate, but not both provisions.
Similarly, any allocation of Company Matching Contributions shall
be made under either Article V or this subsection 16.16, as
appropriate, but not both provisions.
(7) Notwithstanding any provision of the Plan to
the contrary, any Supplemental Company Matching Contribution made
to the Plan by Amoco (i) may not be returned to Amoco or any of
its affiliates and (ii) can be made whether or not Amoco has
current or accumulated profits."
*****************************************************************
I, X. X. Xxxxxxxx, Senior Vice President of Amoco Corporation
(Human Resources), hereby approve and adopt the foregoing
amendment of the Amoco Employee Savings Plan, effective December
31, 1997.
Dated this 19 day of December, 1997
X. Xxxxx Xxxxxxxx
Senior Vice President, Amoco Corporation
As aforesaid
SECOND AMENDMENT
OF
EMPLOYEE SAVINGS PLAN OF
AMOCO CORPORATION AND PARTICIPATING COMPANIES
(As Amended and Restated July 1, 1996)
WHEREAS, Amoco Corporation ("Amoco") maintains the Employee
Savings Plan of Amoco Corporation and Participating Companies
(the "Plan"); and
WHEREAS, amendment of the Plan is considered desirable:
NOW, THEREFORE, pursuant to the resolutions adopted by the Board
of Directors of Amoco on September 27, 1994, which delegated
various powers relating to employee benefit plans to the Senior
Vice President (Human Resources) of Amoco and the power reserved
Amoco under Section 12.01 of the Plan, the Plan is hereby amended
as follows:
Midgard Energy Company ("Midgard") employees who become employees
of Amoco or any company participating in the Plan shall be given
participation and vesting credit under the Plan for Midgard
service. This provision shall apply only to employees accepting
employment on or after October 1, 1997 but not later than
December 31, 1999.
I. R.W. Xxxxxxxx, Senior Vice President (Human Resources) of
Amoco Corporation, hereby approve and adopt the foregoing
amendment to the Plan, effective October 1, 1997.
Dated this 21 day of Oct, 1997
X. X. Xxxxxxxx
Senior Vice President, Amoco Corporation
As aforesaid
THIRD AMENDMENT
OF
AMOCO EMPLOYEE SAVINGS PLAN
(As Amended and Restated Effective July 1, 1996)
WHEREAS, Amoco Corporation ("Amoco") maintains the Amoco Employee
Savings Plan ("Plan"): and
WHEREAS, amendment of the Plan is now considered desirable to
specify how the former employees of Amoco and its participating
subsidiaries who become employees of Altura Energy Ltd. during
the period commencing March 1, 1997 and ending June 2, 1997 will
be treated under the Plan:
NOW, THEREFORE, pursuant to resolutions adopted by the Board of
Directors
of Amoco on September 27, 1994 which delegated various powers
relating to employee benefit plans to the Senior Vice President
(Human Resources) of Amoco and the power reserved Amoco under
subsection 12.1 of the Plan, the Plan is hereby amended,
effective March 1, 1997 to specify how the former employees of
Amoco and its participating subsidiaries who become employees of
Altura Energy Ltd. during the period commencing March 1, 1997 and
ending June 2, 1997 they will be 100% vested in their Company
Contribution Account balance, their outstanding loans will be
subject to the Plan's default procedure, will not be able to
initiate any new loans, will not be able to receive a lump-sum
distribution resulting from a separation of service until they
are no longer employed by Altura Energy Ltd. and will be able to
make any type of in-service withdrawal under the Plan.
.
* * * * * * * * * * * * * * * * *
*
I, X. X. Xxxxxxxx, Senior Vice President of Amoco Corporation
(Human Resources), hereby approve and adopt the foregoing
amendment of the Amoco Employee Savings Plan, effective March 1,
1997.
Dated this 10 day of March, 1997.
X. Xxxxx Xxxxxxxx
Senior Vice President, Amoco Corporation
As aforesaid
