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Amd. 1 To Arco Chemical Co. Deferral Plan For Outside Directors

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Sectors: Chemicals
Effective Date: April 18, 1997
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Exhibit 10.22




Pursuant to the power of amendment reserved therein, the following amendment is hereby made to the ARCO Chemical Company Deferral Plan For Outside Directors (the "Plan") effective as of October 22, 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.

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 su
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