EXHIBIT 10.7(c)
AMENDMENT NO. 2
TO
ATLANTIC RICHFIELD COMPANY
EXECUTIVE LIFE INSURANCE PLAN
___________________________
Pursuant to the power of amendment reserved therein, the following amendment is
hereby made to the Atlantic Richfield Company Executive Life Insurance Plan (the
"Plan") effective as of July 28, 1997.
1. Article I, Paragraphs 1.2 and 1.28 of the Plan are amended to read as
follows:
"1.2 "Administrative Committee" means the committee appointed by the
Senior Vice President, Human Resources, of the Company, and consisting of
at least three employees of the Company, which administers this Plan
pursuant to Article XII."
"1.28 "Anticipatory Change of Control" means (a) the execution of an
agreement or a written document which, if the subject thereof were
consummated, would result in a Change of Control; (b) a public announcement
by any Person, including ARCO, of an intent to take an action(s) which, if
consummated, would result in a Change of Control; or (c) the delivery of a
signed, written statement to the Trustee of the Change of Control Trust and
ARCO's Independent Auditor by the Chief Financial Officer of ARCO and
General Counsel of ARCO that an Anticipatory Change of Control is in
effect, provided that, with respect to any of the above three
circumstances, the Anticipatory Change of Control shall not be effective
until approved by either the Board or the Executive Committee of the
Board."
2. Article I, Paragraph 1.5 of the Plan is deleted, Paragraph 1.31 is
renumbered as Paragraph 1.5 and Paragraphs 1.32, 1.33 and 1.34 are renumberd as
Paragraphs 1.31, 1.32 and 1.33. Redesignated Paragraph 1.33 of the Plan is
deleted and new Paragraphs 1.33, 1.34, 1.35 and 1.36 are added to Article I of
the Plan to read as follows:
"1.33 "Board" means the Board of Directors of ARCO established by the
Articles of Incorporation of ARCO.
1.34 "Change of Control Trust" means the trust established by ARCO
to provide for the payment of any benefits, in whatever form is required,
under this Plan on and after a Change of Control.
1.35 "Executive Committee" means the Executive Committee of the
Board as established by the Board of Directors of ARCO.
1.36 "Special Plan Administrator" means the entity designated in the
Change of Control Trust, which shall have full administrative powers under
this
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Plan on and after a Change of Control, including, but not limited to, all
interpretive and decision powers reserved to the Administrative Committee
prior to a Change of Control."
3. Article IX of the Plan is amended to read as follows:
"ARTICLE IX
Continuation of Coverage - Change of Control
9.1 If an Employee who is a Participant in the Plan as of the date of
a Change of Control is terminated from employment during the Benefit
Trigger Window under any of the circumstances described under Paragraph
9.2, this Plan shall remain in effect for the Applicable Period described
under Paragraph 9.3, under terms and provisions no less favorable than were
in effect as of the date of the Change of Control, provided that the former
Employee complies with any requirements of the Special Plan Administrator
regarding the administration of the Plan including the amount or time for
making Participant contributions, and provided, further, that failure of
the Participant to so comply shall result in a cancellation of coverage on
the date of such delinquency with no right of reinstatement.
9.2 Termination of Employment shall mean termination of employment
during the Benefit Trigger Window, other than due to voluntary termination
or for cause, and with respect to Grades E0, E1, E2 and E3 shall also mean
the Employee's voluntary termination following management's request to
accept a (a) demotion to a lesser job, (b) reduction in Base Salary plus
Salary Grade Target AIP Award of ten percent or more, or (c) relocation of
the principal place of work which would constitute a deductible moving
expense under (S)217 of the Internal Revenue Code. With respect to Grades
E4, 10 and 9, only Clauses (b) and (c) above shall apply and for Employees
Grade 8 or below, provision (b) shall apply only to Base Salary.
9.3 In the event of termination of employment under Paragraph 9.2,
the Participant will be entitled to maintain coverage, as described in
Paragraph 9.1, during the Applicable Period as follows:
======================================================
Applicable Period of Executive Life Insurance
Continuation Following Termination
======================================================
Employee Period of Benefit
Grade Continuation (Months)
======================================================
EO and E1 36
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E2 36
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E3 24
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All Others 18
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4. Subarticle 11.3 of the Plan is amended to read as follows:
"11.3 The Plan may not be amended during an Anticipatory Change of
Control, except that the Board, as defined above, may amend the Plan during
such a period as it may deem reasonably necessary, upon advice of counsel,
to
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further the interest of the Company and its shareholders regarding any
legal requirements and, provided further, that any such amendment which
reduces, or could reduce, the value of any benefit of a Participant, as
determined in the sole discretion of the Special Plan Administrator, shall
provide substantially equivalent value in replacement thereof to the
Participant."
Executed this 5th day of November, 1998
ATTEST ATLANTIC RICHFIELD COMPANY
/s/ ARMINEH SIMONIAN /s/ JOHN H. KELLY
BY: ______________________ BY: _________________________
Armineh Simonian John H. Kelly
Senior Vice President
Human Resources
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