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Amd#2 To Acc Deferral Plan For Outside Directors

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Sectors: Chemicals
Effective Date: January 01, 1997
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AMENDMENT NO. 2
TO
ARCO CHEMICAL COMPANY
DEFERRAL PLAN FOR OUTSIDE DIRECTORS
--------------------------


Pursuant to resolutions adopted by the Board of Directors on October 17, 1996, the following amendment is hereby made to the ARCO Chemical Deferral Plan for Outside Directors (the "Plan") effective as of January 1, 1997.


1. Article I, Section 3.1 of the Plan is amended to read as follows:


"3.1 Account means a separate bookkeeping account maintained by the
Company for each Director and which measures and determines the amounts to
be paid to the Director under the Plan for each component of Deferred
Compensation. Separate subaccounts will be established for separate
components of Deferred Compensation, as applicable, deferred by a
Director."


2. Article I, Section 3.9 of the Plan is amended to read as follows:


"3.9 Deferral Commitment means a promise made by a Director to defer
compensation pursuant to Article III for which a Participation Agreement
has been submitted by the Director to the Company."


3. Article I, Section 3.11 of the Plan is deleted and Sections 3.12 through
3.29 are redesignated as Sections 3.11 through 3.28.


4. Article II, Section 2 of the Plan is amended to read as follows:


1


EXHIBIT 10.2


"Section 2. Basic Forms of Deferral


2.1 A Participant may elect to defer the following forms of compensation
in a Participation Agreement:


(a) Board Retainer and Meeting Fees. Commencing with Board Retainer and
Meeting Fees earned on and after October 1, 1990, a Participant may elect
to defer such amounts earned during a Deferral Period, subject to any
limitations, conditions or restrictions, such as minimum or maximum
amounts that may be deferred, as are prescribed by the Administrative
Committee in advance of the Deferral Period.


(b) Committee Chairmanship and Meeting Fees. "Commencing with
Committee Chairmanship and Meeting Fees earned on and after October 1,
1990, a Participant may elect to defer such amounts earned during a
Deferral Period, subject to any limitations, conditions or restrictions,
such as minimum or maximum amounts that may be deferred, as are prescribed
by the Administrative Committee in advance of the Deferral Period."


5. Article II, Section 4 of the Plan is amended to read as follows:


"Section 4. Limitation on Deferral


4.1 Deferral Commitments shall be subject to any limitations, including
minimum amounts that may be deferred for the Deferral Period relating to a
Deferral Commitment, as are established by the Administrative Committee in
advance of the Deferral Period. Any minimum amounts shall be allocable
among the forms of Deferred Compensation described in Article II, Section
2.1(a) and (b)."


2


6. Article III, Section 1 of the Plan is amended to read as follows:


"Section 1. Accounts


1.1 For record-keeping purposes only, an Account shall be maintained
for each Participant. Separate subaccounts shall be maintained for each
form of Deferred Compensation of a Participant."


7. Article III, Section 3 of the Plan is amended to read as follows:


"Section 3. Interest Rate


3.1 A Participant's Account shall be credited as of each Valuation
Date during each Plan Year at the interest rate previously announced by
the Company to be applicable for the Plan Year, compounded annually.
Interest shall be credited as of each Valuation Date from the dates when
deferred amounts are credited to Accounts based on the balance of each
Account."


8. Article IV, Section 1 of the Plan is amended to read as follows:


"Section 1. Plan Benefit


1.1 If a Participant has a Termination of Service for any reason the
Company shall pay a Plan benefit equal to the Participant's Account
balance, as determined below:


(a) A Participant's Account shall be credited with the rate of
interest previously determined under Article III, Section 3.1, and
communicated in advance of each Defer
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