Exhibit 10.13(b)
AMENDMENT NO. 1
TO
ATLANTIC RICHFIELD COMPANY
DEFERRAL PLAN FOR OUTSIDE DIRECTORS
___________________________
Pursuant to the power of amendment reserved therein, the following amendment is
hereby made to the Atlantic Richfield Company Deferral Plan For Outside
Directors (the "Plan") effective as of July 27, 1992.
1. Article IV, Section 2 of the Plan is amended to read as follows:
"Section 2. Form and Time of Retirement Distribution
2.1 Retirement Distributions shall be paid at the time and in the
form of benefit elected by the Participant for each Deferral Unit, at the
time of the Deferral Commitment establishing such Deferral Unit, on the
Participation Agreement. A Participant's election shall be irrevocable,
except that a Participant may request, by application to the Administrative
Committee, approval of a change of the prior election at any time prior to
retirement or commencement of benefits, or in the case of installment
payments, following commencement of payments, for any Deferral Unit, (i)
without any reduction in, or imposition of any penalty on, the
Participant's Account, provided that the Administrative Committee
determines, upon application of the Participant, that the Participant has
experienced a Financial Hardship justifying the request for a change of
election; or (ii) the Administrative Committee, in its sole discretion,
determines that it is appropriate to grant the Participant's request.
Absent an election by the Participant of the form and/or commencement date
of the Retirement Distribution, payment will be made in a lump sum
immediately following the Participant's date of retirement.
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2.2 The available forms and times of payment upon retirement are
as follows:
(a) Lump Sum. A single payment at retirement.
(b) Installment Payments. Monthly installment payments in
substantially equal payments of principal and interest over payment periods
prescribed and communicated by the Administrative Committee in advance of
the applicable Deferral Period. The amount of each of the monthly
installments shall be redetermined effective as of January 1 of each year
based on the remaining Account balance and the remaining number of
installment payments.
(c) Deferred Payments. A lump sum or installment payments
commencing subsequent to retirement at one of the optional deferral times
prescribed and communicated by the Administrative Committee in advance of
the applicable Deferral Period."
2. Article IV, Section 5(c) of the Plan is amended to read as follows:
"(c) Timing and Form of In-Service Distribution. The In-Service
Distribution shall commence at a time prescribed by the Administrative
Committee and in the form elected by the Participant on the Participant
Agreement at the time of the Deferral Commitment; provided, however, that
if the Participant terminates employment without a right to commence a
retirement allowance under the Retirement Plan, the In-Service Distribution
election will be canceled and distribution will be made pursuant to Section
3 of this Article, and provided,
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further, that if the Participant terminates employment with a right to
commence a retirement allowance, the In-Service Distribution election will
be canceled and distribution will be made pursuant to Section 2 of this
Article."
3. Article IV, Section 6 of the Plan is amended to read as follows:
"Section 6. Unscheduled Distributions
6.1 Upon a finding that a Participant has suffered a Financial
Hardship, following submission of an application by the Participant, the
Administrative Committee shall make a distribution of all or a portion of
the Participant's Account, consistent with the finding of Financial
Hardship but in no event exceeding the amount of the Participant's request,
without any reduction in, or imposition of any penalty on, the
Participant's Account. The distribution shall be made as soon as
administratively practical following the finding of Financial Hardship.
6.2 A Participant may apply for a distribution of all or part of
his Account, without regard to any condition of Financial Hardship. Such
distribution shall be made as soon as practical following the Participant's
application and shall be subject to whatever penalty, in the form of a
forfeiture of a percentage of the amount requested and/or a suspension of
participation as determined by the Administrative Committee upon the advice
of Counsel for the Plan as is deemed necessary to preclude the constructive
receipt of taxable income by any Participant in the Plan.
6.3 Counsel for the Plan shall review legal and tax developments
to assure continuous compliance with the relevant authorities governing
plan design to prevent constructive receipt and shall advise the
Administrative
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Committee in writing in advance of any change in its most recent written
advice on the penalty which is to be imposed.
6.4 The Company shall notify Participants in writing of this
amendment and of the specific, currently effective penalty as described
under Section 6.2, and shall update this written notification periodically
and in advance of any subsequent change of which it is notified under
Section 6.3, unless administratively impossible to do so, in which case
such notification shall be provided no later than 30 days following the
effective date of the change."
4. Article IV, Section 9(b) of the Plan is deleted.
Executed this 31st day of July, 1992.
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ATTEST ATLANTIC RICHFIELD COMPANY
BY: /s/ Armineh Simonian BY: /s/ DONALD A. MURRAY
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Donald A. Murray
Vice President
Human Resources
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