1
EXHIBIT 4.6(b)
AMENDMENT NO. 1
TO
ATLANTIC RICHFIELD
CAPITAL ACCUMULATION PLAN III
TRUST AGREEMENT
-----------------------------
Pursuant to the power of amendment reserved therein, the Atlantic Richfield
Capital Accumulation Plan III Trust Agreement (the "Agreement") is hereby
amended effective as of August 5, 1996.
Paragraph 2 of the Agreement is amended to read as follows:
"2. Trustee shall have the power to hold and invest the
principal and income of the Fund in the following manner:
(A) Common Stock of Atlantic Richfield Company purchased on
the open market or from ARCO as may be directed by ARCO in accordance
with the Plan;
(B) In cash, such as deposits in interest-bearing bank
accounts, certificates of deposit, corporate or governmental
obligations maturing in not more than five (5) years, financial futures
contracts, deposits under a deposit administration or similar insurance
contract or in a commingled or common investment account or fund
established and maintained by a bank (which bank may be the Trustee),
including any fixed income commingled funds maintained by the Trustee
for qualified employee benefit accounts and the assets of which are
invested primarily in debt obligations, in similar cash accounts
managed by investment managers appointed by ARCO, or in any combination
thereof as ARCO determines;
1
2
(C) In units of a fund, consisting of specified equity
investments, such as common or capital stock of issuers, other than
ARCO or any of its subsidiaries or affiliates, bonds, debentures or
preferred stocks convertible into common or capital stock of such
issuers, financial futures contracts, interests in any commingled or
common equity fund established and maintained by an investment advisor
or a bank (which bank may be the Trustee), interests in any mutual fund
or other similar types of equity investments and cash equivalent
short-term investments maturing in less than one year, or in any
combination thereof as ARCO may determine;
(D) In units of a fund, consisting of specified types of fixed
income investments, such as public obligations of the United States or
foreign governments or their agencies, securitized financing or
corporate bonds of issuers, other than ARCO or any of its subsidiaries
or affiliates, debentures, financial futures contracts, interests in
any commingled or common fixed income fund established and maintained
by an investment advisor or bank (which bank may be the Trustee),
interests in any mutual fund or other similar types of fixed income
investments and cash equivalent short-term investments, or in any
combination thereof as ARCO may determine;
(E) In units of a fund consisting of specified investments in
global issuers such as common or capital stock, other than ARCO or any
of its subsidiaries or affiliates, preferred stocks, securities
convertible into common or capital stock of such issuers, financial
futures contracts, currency futures or options, forward currency
contracts, interests in any commingled or common equity fund
established and maintained by an investment advisor or a bank (which
bank may be the Trustee), interests in any mutual fund or other similar
types of equity investments and cash equivalent investments, or similar
investments or in any combination thereof as ARCO may determine;
2
3
(F) In units of a fund consisting of units of the funds
described in Subparagraphs (C), (D) or (E), which shall be
approximately 45 percent of the fund described in Subparagraph (C), 40
percent of the fund described in Subparagraph D and 15 percent of the
fund described in Subparagraph (E), as ARCO determines; or
(G) The Declaration of Trust creating a commingled or common
fund with respect to which the Trust participates is deemed to be part
of this Trust Agreement to the same extent as if fully set forth at
length."
Executed this 5th day of August, 1996.
ATTEST: ATLANTIC RICHFIELD COMPANY
[SIG] By: /s/ XXXXXXX X. XXXXXXXX
--------------------------- -----------------------------
XXXXXXX X. XXXXXXXX
As named fiduciary appointed by the Board of
Directors of Atlantic Richfield Company with
power and authority to negotiate, execute
and deliver this Amendment on behalf of
Atlantic Richfield Company
ATTEST: STATE STREET BANK AND TRUST COMPANY
As Trustee for Atlantic Richfield
Capital Accumulation Plan III
[SIG] By: /s/ XXXXXX XXXXXXXX
--------------------------- -----------------------------
XXXXXX XXXXXXXX
VICE PRESIDENT
3
