AMENDMENT NO. 4
TO
ATLANTIC RICHFIELD COMPANY
EXECUTIVE DEFERRAL PLAN
__________________________
Pursuant to the power of amendment reserved therein, the
following amendment is hereby made to the Atlantic Richfield
Company Executive Deferral Plan (the "Plan") effective as of
January 1, 1997, except as otherwise indicated.
1. Article I, Section 3.1 of the Plan is amended to read as
follows:
"3.1 Account or Deferred Compensation Account means a
separate bookkeeping account maintained by the Company
for each Employee and which measures and determines the
amounts to be paid to the Employee under the Plan for
each component of Deferred Compensation. Separate
subaccounts will be established for separate components
of Deferred Compensation, as applicable, deferred by an
Employee."
2. Article II, Section 1 of the Plan is amended to read as
follows:
"Section 1. Eligibility and Participation
1.1 Eligibility. Eligibility to make a Deferral
Commitment shall be limited to Employees who (a) (i) are
eligible to receive an Award, and (ii) either are classified
in the executive payroll grade structure of the Company, or
are Grades 7, 8, 9 or 10 in the regular payroll grade
structure of the Company, (b) are a Participant in the
Executive Supplementary Savings Plan or (c) have been
designated as eligible by a specific resolution of the
Administrative Committee upon recommendation of the Senior
Vice President, Human Resources of the Company."
3. Article III, Section 3(b) of the Plan is amended to read as
follows:
"(b) Guaranteed Interest Rate. Absent a Change of Control,
in no event will the Interest Rate applicable to (i) a
Participant's Account during the Participant's lifetime
(including any Transferred Accounts from the Atlantic
Richfield Annual Incentive Plan) be less than the
Citibank Base Rate, or (ii) Transferred Accounts from
the Atlantic Richfield Executive Supplementary Savings
Plan be less than the Money Market Rate of interest
under the Capital Accumulation Plan for the period of
time commencing on the date of transfer and ending on
the date the Accounts are paid."
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4. Effective August 1, 1997, Section 11 of Article IV of the
Plan is amended to read as follows:
"Section 11. Change Of Control
11.1 (a) During an Anticipatory Change of Control, as
defined in the Supplemental Executive Benefit Plans Trust
Agreement between Atlantic Richfield Company and State
Street Bank and Trust Company, as adopted on July 1, 1994
and amended from time-to-time thereafter, and incorporated
herein by reference, notwithstanding any other provision to
the contrary in this Plan, the following provisions shall
apply:
(i) No new participants or beneficiaries may
commence participation in the Plan; and
(ii) No new elections of distribution options or
any other participant elections may be made.
(b) Subject to the provisions of Section 11.1(c)
hereof, upon a Change of Control as defined in the
Supplemental Executive Benefit Plans Trust Agreement between
Atlantic Richfield Company and the State Street Bank and
Trust Company, as adopted on July 1, 1994 and amended from
time-to-time thereafter, and incorporated herein by
reference, notwithstanding any other provision to the
contrary in this Plan, the following provisions shall apply:
(i) The Independent Plan Administrator appointed
under the Trust Agreement shall assume all responsibilities
relating to Administration under Article Vl of the Plan with
the exception that the disposition of any claim for benefits
by a Participant or Beneficiary, following an initial
determination by the Independent Plan Administrator, shall
be the sole responsibility of the Advisory and Claims
Committee established under the Trust Agreement, described
above.
(ii) No individual may commence participation
following the Change of Control.
(iii) No deferrals relating to previously
elected Deferral Commitments may be made following the
Change of Control, except that any Salary or Executive
Supplementary Savings Plan amounts earned through the date
of the Change of Control during the relevant Plan year shall
be credited in accordance with the prior deferral election.
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(iv) Any amounts determined by the Independent
Plan Administrator to be transferable to this Plan from the
Atlantic Richfield Company Supplementary Executive
Retirement Plan pursuant to an eligible Participant's
election under such plan following a Change of Control shall
be accepted by the Independent Plan Administrator and
credited to the affected Participant's Deferral Account.
(c) Time and form of distribution of Deferred
Compensation Accounts following a Change of Control:
(i) Following a Change of Control, any prior
elections with respect to the form of payment of any
Deferred Compensation Account shall be canceled and the
Participant will be given the option to elect, in accordance
with procedures established by the Independent Plan
Administrator, including the time and manner of election,
distribution of the Participant's Deferred Compensation
Account in one of the following forms.
(1) Single payment, constituting all or a
portion (selected in percentages and/or amounts prescribed
by the Independent Plan Administrator) of the Deferred
Compensation Account, as elected by the Participant. If a
portion of the Deferred Compensation Account is distributed
in a single payment, the remainder will be distributed under
one of the following installment methods, as elected by the
Participant:
(2) Five annual installments
(3) Ten annual installments
(4) Fifteen annual installments
(5) Twenty annual installments
Absent such election within the time period
determined by the Independent Plan Administrator, the
Deferred Compensation Account will be distributed to the
Participant in a single payment.
(ii) Following a Change of Control, any prior
elections with respect to the time of payment of any
Deferred Compensation Account shall be canceled and the
Participant will be given the option to elect, in accordance
with procedures established by the Independent Plan
Administrator, described above, distribution of the Deferred
Compensation Account elected under Subparagraph (ii), at one
the following times:
(1) A single payment will be distributed to
the Participant as soon as possible following the Change of
Control;
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(2) The Participant may elect commencement
of any of the installment schedules elected under
Subparagraph (i) above in the January immediately following
the Change of Control or any succeeding January, provided
that in no event may distributions continue after the end of
the 20th calendar year following a Change of Control."
Executed this 5th day of November, 1998.
ATTEST: ATLANTIC RICHFIELD COMPANY
BY: /s/ Armineh Simonian BY: /s/ JOHN H. KELLY
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JOHN H. KELLY
Senior Vice President
Human Resources
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