EXHIBIT 10.8(c) AMENDMENT NO. 2 TO ATLANTIC RICHFIELD COMPANY EXECUTIVE LONG-TERM DISABILITY PLAN ___________________________ Pursuant to the power of amendment reserved therein, the following amendment is hereby made to the Atlantic Richfield Company Executive Long-Term Disability Plan (the "Plan") effective as of May 1, 1997. Article I, Section 1.24 of the Plan is amended to read as follows: "1.24 Subsidiary means: (a) Any corporation 50 percent or more of the voting stock of which is owned directly or indirectly by Atlantic Richfield Company or a Subsidiary; or (b) Any partnership, joint venture or similar organization 50 percent or more of the profits interest or capital interest of which is owned directly or indirectly by Atlantic Richfield Company or a Subsidiary." Executed this 14th day of April, 1998. ATTEST ATLANTIC RICHFIELD COMPANY BY: /s/ Armineh Simonian BY: /s/ John H. Kelly ------------------------ ------------------------ Armineh Simonian John H. Kelly Senior Vice President Human Resources