Exhibit 10.3
EXECUTION COPY
PENSION AND EMPLOYEE BENEFITS
-----------------------------
ASSUMPTION AND TRANSITION AGREEMENT
-----------------------------------
THIS PENSION AND EMPLOYEE BENEFITS ASSUMPTION AND TRANSITION
AGREEMENT, dated as of June 8, 2001 (this "Agreement"), is entered into by and
between Plains Resources Inc., a Delaware corporation ("Parent"), Plains All
American Inc., a Delaware corporation and wholly-owned subsidiary of Parent
("PAAI") and Plains All American GP LLC, a Delaware limited liability company
(the "Successor GP"). Capitalized terms used herein, unless otherwise defined
herein, shall have the meanings assigned to them in the Contribution Agreement
(defined below).
WITNESSETH
----------
WHEREAS, pursuant to multiple Unit Transfer and Contribution
Agreements, dated as of May 8, 2001 or thereafter, each as amended from time to
time (collectively, the "Contribution Agreement"), by and among Parent, PAAI and
----------------------
certain purchasers ("Buyers"), Buyers are purchasing certain subordinated units,
a portion of the general partner interest and incentive distribution rights of
Plains All American Pipeline, L.P. (the "MLP"), effective as of the Closing Date
of the Contribution Agreement;
WHEREAS, prior to the Closing Date, PAAI was the sole general partner
of the MLP and certain affiliates of the MLP;
WHEREAS, prior to the Closing Date, PAAI has, among other actions,
formed the Successor GP pursuant to the Delaware Limited Liability Company Act
and in connection with the Contribution Agreement, all of the property used in
the trade or business of PAAI as general partner of the MLP will be transferred
to the Successor GP;
WHEREAS, in connection with the Contribution Agreement, all of the
property used in the trade or business associated with the headquarter employees
described in Section 1(a)(ii) of this Agreement will be transferred by Parent to
the Successor GP;
WHEREAS, in connection with the Contribution Agreement, the Successor
GP will succeed to the management and business activities formerly performed by
PAAI;
WHEREAS, pursuant to Section 5.10(a) of the Contribution Agreement, as
of the Closing Date, Parent, PAAI and the Successor GP shall (i) identify the
headquarter employees of Parent engaged in the business of managing the MLP that
will be transferred to the Successor GP and (ii) provide for the immediate
transfer of employment of such headquarter employees and the immediate transfer
of all of the current employees of PAAI to the Successor GP (collectively, the
"Transferred Employees") and make such arrangements as are necessary with
respect to compensation and employee benefit plans for Transferred Employees,
all as immediately as practicable;
1
WHEREAS, pursuant to Section 5.10(a) of the Contribution Agreement, as
of the Closing Date, Parent, PAAI and the Successor GP are to determine the
treatment of obligations and liabilities under certain employee benefit plans in
which Transferred Employees participate and enter into any transition services
arrangements deemed necessary by the parties for a period of no more than three
months following the Closing Date;
WHEREAS, Parent, PAAI and the Successor GP desire to set forth their
obligations and liabilities with respect to Transferred Employees and to
establish necessary transition services arrangements for Transferred Employees;
and
WHEREAS, this Agreement is being executed simultaneously with the
Closing of the Contribution Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the parties hereto agree as follows:
Section 1. Transferred Employees' Covenants.
--------------------------------
(a) Transferred Employees. The Transferred Employees shall include
---------------------
(i) all of the employees employed by PAAI immediately prior to the Closing
Date and (ii) the headquarter employees employed by Parent immediately
prior to the Closing Date who perform services related to the business of
managing the MLP and are identified on Schedule A attached hereto.
----------
(b) Employment Agreements. Effective as of the Closing Date, the
---------------------
Successor GP will assume the obligations under the employment agreements
between Parent and Greg Armstrong dated March 1, 1993, as amended, and
between Parent and Harry Pefanis dated November 23, 1998, in accordance
with the amendment and restatement of such employment agreements as
approved by the Board of Directors of PAAI as sole member of the Successor
GP.
(c) Transition and Retention Bonuses. The transition bonuses
--------------------------------
approved by the Compensation Committee of Parent on May 7, 2001 for certain
Transferred Employees will be paid by Parent to each such Transferred
Employee for the account of the Successor GP as soon as practicable
following the date such bonuses are earned. In addition, any portion of the
retention bonus under the Parent's retention bonus program announced to
employees in December 2000 with respect to a Transferred Employee that is
unpaid as of the Closing Date will be paid by Parent to each such
Transferred Employee for the account of the Successor GP as soon as
practicable following the date such bonus is earned in accordance with the
retention bonus program. Parent shall grant each Transferred Employee
credit for service with the Successor GP for all purposes under the
Parent's retention bonus program.
(d) 1996 Stock Incentive Plan.
-------------------------
(i) With respect to options granted to Transferred
Employees (who are not key employees described in Section 1(d)(ii)
below) under Parent's 1996 Stock Incentive Plan that are unvested and
forfeitable as of the Closing Date, each
2
such Transferred Employee shall receive an amount of cash equal to the
difference between (A) the average of the closing sales prices on the
American Stock Exchange of the Parent stock for the five trading days
immediately preceding the date hereof and (B) the option exercise
price of such options, multiplied by the number of unvested shares
subject to such options. Such amount shall be paid by Parent as soon
as practicable following the Closing Date.
(ii) With respect to options granted to certain key
Transferred Employees (identified on Schedule D attached hereto) under
----------
Parent's 1996 Stock Incentive Plan that are unvested on the Closing
Date, PAAI shall grant, and the Successor GP shall assume
administrative responsibility for, phantom equity awards (payable in
subordinated units of the MLP or, to the extent all subordinated units
outstanding have been converted into common units, payable in common
units) comparable in value to such options and subject to the same
vesting schedule as such options. The number of subordinated units of
the MLP subject to such phantom equity awards shall be determined
for each such Transferred Employee by (A) multiplying the difference
between (1) the average of the closing sales prices on the American
Stock Exchange of the Parent stock for the five trading days
immediately preceding the date hereof and (2) the option exercise
price of such options, by the number of unvested shares subject to
such options, and (B) dividing the result in clause (A) by $22.00,
rounded up to the nearest whole unit. Such phantom equity awards shall
provide for distribution equivalent rights ("DERs"), i.e., the right
to receive the cash equivalent of any distributions made with respect
to a subordinated unit during the period from the Closing Date and
prior to the vesting of such phantom equity award, that shall be
payable in cash on the vesting of the applicable phantom equity award.
Parent shall, or shall cause its Affiliates to, deliver to each such
Transferred Employee for the account of the Successor GP on or prior
to vesting such number of subordinated units of the MLP subject to
phantom equity awards and cash equal to the DERs as determined above
in accordance with the vesting schedule of such phantom equity awards.
Documents evidencing such grants shall be delivered as soon as
practicable after the Closing Date.
(e) Officers' Retirement Plan. The vesting service for each of the
-------------------------
Transferred Employees with a Deferred Compensation Agreement on the date
hereof is set forth in Schedule C attached hereto. With respect to the
----------
vested portion of his Deferred Compensation Agreement, each such
Transferred Employee shall have the option to receive (X) (i) such number
of subordinated units of the MLP valued at $22.00 equal to the Present
Value of such obligation on the date hereof rounded up to the nearest whole
unit, or (ii) cash equal in value to the Present Value of such obligation
on the date hereof (provided such Transferred Employee applies such cash
(net of taxes required under (Y) below) to the purchase of an interest in
PAA Management LLC and PAA Management, L.P.) (Y) less applicable tax
withholding. Present Value for this purpose shall have the meaning set
forth in the applicable Deferred Compensation Agreement. Parent hereby
agrees that it shall pay or deliver such amounts with respect to each such
Transferred Employee's Deferred Compensation Agreement as soon as
practicable on or following the date hereof in accordance with the
Transferred Employee's instructions. In
3
consideration of the receipt of the amounts described in the foregoing
provisions of this clause (e), each Transferred Employee shall agree to
relinquish all rights with respect to such Transferred Employee's Deferred
Compensation Agreement.
(f) Long-Term Incentive Plan. Effective as of the Closing Date, the
------------------------
Successor GP shall assume the PAAI 1998 Long-Term Incentive Plan and all
outstanding awards granted thereunder that are unvested as of the Closing
Date on the same terms and conditions. All non-employee director awards
will vest on the date hereof in accordance with their terms. Such director
awards shall be paid by PAAI or its Affiliates in accordance with the terms
of the plan as soon as practicable following the date hereof and PAAI shall
be reimbursed by the MLP for such payments in accordance with the MLP
Partnership Agreement. Except with respect to such director awards, Parent
and PAAI shall have no future liability with respect to such plan and such
unvested awards; provided, however, that the parties hereto acknowledge
-------- -------
that the Successor GP, upon vesting of such awards, may seek to satisfy
such awards by the purchase of common units of the MLP directly or
indirectly from Parent or PAAI.
(g) Qualified Retirement Plans.
--------------------------
(i) Parent 401(k) Plan.
------------------
(A) As soon as practicable after the date hereof, the
Successor GP shall establish or designate, and maintain, a qualified
defined contribution plan (the "Successor 401(k) Plan") to provide
benefits to the Transferred Employees who, on the Closing Date, are
participants in the Parent 401(k) Plan ("Plan Participants") which are
substantially equivalent to the benefits provided to participants
under the Parent 401(k) Plan (provided, however, that all matching
contributions may be paid in cash). The Successor 401(k) Plan shall
be qualified under Sections 401(a) and 401(k) of the Code and shall
provide the Plan Participants credit for service with Parent and its
affiliates (including PAAI) and their respective predecessors prior to
the Closing Date for all purposes for which service was recognized
under the Parent 401(k) Plan.
(B) As soon as practicable after the filing of the
determination letter request described in clause (C) below, Parent
shall cause the trustee of the Parent 401(k) Plan to transfer to the
trust forming a part of the Successor 401(k) Plan cash or assets in
which Plan Participants are currently invested (or with respect to
participant loans granted prior to the Closing Date, if any, such
loans and any promissory notes or other documents evidencing such
loans) in an amount equal to the account balances of Plan Participants
as of a valuation date (the "Valuation Date") not more than 60 days
preceding the date of transfer, increased by any contributions due for
periods prior to the Closing Date and not made as of the Valuation
Date, reduced by any benefits paid during the period following such
Valuation Date to the date of transfer, and adjusted for any
investment earnings or losses during the period following such
Valuation Date to the date of transfer (the "Account Balances").
4
(C) No later than 60 days after the Closing Date, the
Successor GP shall file a request for a determination letter with the
IRS that the Successor 401(k) Plan and related trust satisfy the
requirements for qualification under Sections 401(a) and 401(k) of the
Code. The Successor GP agrees that it shall amend the Successor
401(k) Plan in any respect as may be required by the IRS in order to
receive a favorable determination letter from the IRS that the
Successor 401(k) Plan and related trust satisfy the requirements for
qualification under Sections 401(a) and 401(k) of the Code. No
transfer shall be made unless the Successor GP files with the IRS the
request for determination letter referred to in this clause (C).
(D) In consideration of the agreements of Parent contained
in clauses (B) and (C) of this Section 1(g)(i), the Successor GP
shall, effective as of the Closing Date, assume all of the liabilities
and obligations of Parent and its affiliates in respect of the Plan
Participants and their beneficiaries under the Parent 401(k) Plan, and
Parent and its affiliates and the Parent 401(k) Plan shall, except to
the extent set forth in this Agreement, be relieved of all liabilities
and obligations to the Plan Participants and their beneficiaries
arising out of the Parent 401(k) Plan.
(ii) Permian Plans. Effective as of the Closing Date, the
-------------
Successor GP acknowledges and agrees that it shall take all actions
necessary to assume the responsibilities and activities formerly
performed by Parent and PAAI with respect to the administration of the
Permian Corporation Savings Plan and Permian Corporation Retirement
Plan. Parent and PAAI shall have no future liability with respect to
such responsibilities and activities.
(h) W-2 Matters. Pursuant to IRS Revenue Procedure 96-60, the
-----------
Successor GP shall assume Parent's and PAAI's respective obligations to
furnish Forms W-2 to Transferred Employees for the calendar year in which
the Closing Date occurs. Parent and PAAI will provide the Successor GP with
any information relating to periods ending on the Closing Date necessary
for the Successor GP to prepare and distribute Forms W-2 to Transferred
Employees for the calendar year in which the Closing Date occurs, which
Forms W-2 will include all remuneration earned by Transferred Employees
from Parent, PAAI and the Successor GP during such year, and the Successor
GP will prepare and distribute such forms.
(i) The Successor GP Plans. No later than the end of the Transition
----------------------
Period (as defined below): (i) the Successor GP shall establish, for the
benefit of the Transferred Employees, employee benefit plans (the
"Successor GP Plans") that will provide benefits comparable to those
provided to the Transferred Employees under the Parent Plans identified in
Schedule D hereto, and (ii) the Transferred Employees will be participants
in the Successor GP Plans to the extent that any such Transferred Employees
were participants in the Parent Plans during the Transition Period.
Further, (i) the Transferred Employees who are participants in the
Successor GP Plans shall receive credit for service with Parent and PAAI to
the same extent service was counted under similar Parent Plans; (ii) with
respect to medical, dental and health plans established by the Successor
GP, any
5
such plans (a) shall not include pre-existing conditions exclusions except
to the extent that such exclusions were applicable under the similar Parent
Plan immediately prior to the end of the Transition Period, and (b) shall
provide credit in the current year for any deductibles and co-payments
applied or made with respect to each Transferred Employee.
Section 2. Transition Period. Except as otherwise provided herein,
-----------------
during the period commencing after the close of business on the Closing
Date and ending on June 30, 2001, or such earlier date as mutually agreed
upon by the parties hereto (the "Transition Period"), the Transferred
Employees will continue to be provided with the benefits under certain
employee benefits plans of Parent and PAAI as set forth herein. For
purposes of Section 1 of this Agreement, the Closing Date shall be the last
day of the Transition Period.
Section 3. Services.
--------
(a) Transition Services. During the Transition Period, Parent shall
-------------------
provide (or cause its Affiliates to provide) the following services (the
"Transition Services") to the Successor GP on behalf of the Transferred
Employees:
(i) payroll processing, payroll deduction, tax
withholding and tax reporting services.
(ii) maintenance and administration of the plans of Parent
and PAAI identified on Schedule D hereto (the "Parent Plans") for the
---------- ------------
benefit of the Transferred Employees in accordance with and subject to
the terms of the Parent Plans. All employee contributions of
Transferred Employees under the Parent Plans shall be deducted in
accordance with the payroll deduction processes maintained by Parent
consistent with past practice and paid by Parent to the Parent Plans
in accordance with the terms of the Parent Plans.
(b) For twelve months following the date hereof (and for such longer
period as to which the parties may hereafter agree), Parent shall provide
the services of the Parent's Environmental Health and Safety Manager to the
Successor GP on the same basis that such services were provided to PAAI.
Section 4. Standard of Services.
--------------------
(a) Parent shall perform the Transition Services at comparable levels
of performance, completeness, care and attention and in accordance with
service standards- and operating procedures, that are consistent with the
practices of Parent in performing such services prior to the Closing Date
of the Contribution Agreement.
(b) The Successor GP shall make available to Parent on a timely basis
all data, information and other materials within its control that are
reasonably necessary for Parent to perform, or cause to be performed, the
Transition Services. The parties hereto agree that Parent shall have no
liability for any failure to perform or for the late performance of any of
the Transition Services to the extent such non-performance or late
performance
6
results from having failed to provide, or cause be provided to, Parent, the
data, information or other materials required to perform the Transition
Services.
(c) Parent shall (i) maintain records regarding Transition Services
in the same manner that it has kept records for itself prior to the date
hereof, and (ii) provide the Successor GP with reasonable access to such
records.
Section 5. Employee Benefits Costs and Reimbursements. Parent shall
------------------------------------------
invoice the Successor GP for, and Successor GP shall pay or cause to be
paid, all employee benefits and compensation costs and reimbursements in
amounts and in time periods consistent with past practice utilized by
Parent and PAAI in connection with employee services provided to the MLP.
In addition, employee benefits and compensation costs and reimbursements
with respect to services provided by Parent's Environmental Health and
Safety Manager to the Successor GP shall be payable by the Successor GP
under this Agreement consistent with past practice of such employee's
provision of services to PAAI.
Section 6. Covenants. Notwithstanding anything in this Agreement to
---------
the contrary, in the event that, following the date hereof, Parent, PAAI
and the Successor GP determine any additional transition services not
described in this Agreement exist, Parent, PAAI and the Successor GP hereby
agree to cooperate and negotiate in good faith with respect to the
provision of any such transition services for a period of up to three
months following the Closing Date.
Section 7. Independent Contractor. Parent shall not have any
----------------------
responsibility with respect to the management or operation of the business
being transferred to Successor GP, and its responsibilities shall be
limited to providing the Transition Services described herein. Parent shall
provide the Transition Services as an independent contractor only, and this
Agreement does not and shall not be construed as creating a joint venture,
partnership or agency relationship between the parties. No employee of one
party shall be considered an employee of the other party for any purpose.
Section 8. Indemnification.
---------------
(a) Indemnification by Parent and PAAI. Notwithstanding any other
----------------------------------
provisions of this Agreement, each of Parent and PAAI hereby agrees to
indemnify and hold harmless: (i) the Successor GP, (ii) each of the
Successor GP's Subsidiaries and Affiliates (each as defined in the
Contribution Agreement), and (iii) each of their respective directors,
officers, employees, agents, representatives, successors and assigns, from
and against, any liability, loss, damage, cost or expense (including
reasonable attorneys' fees and disbursements), incurred or suffered by any
such indemnified person with respect to, (1) any claims or suits brought by
any third party against any such indemnified person with respect to, or
arising out of, any action (or omission) by a Transferred Employee
identified on Schedule A attached hereto on or before the last day of the
Transition Period; or (2) any claims or suits brought by any Transferred
Employee identified on Schedule A attached hereto (or his or her
beneficiary, representative or estate) against any such indemnified person
(X) with respect to, or arising out of, any
7
action (or omission) by such indemnified person occurring or deemed
incurred on or before the last day of the Transition Period, or (Y) with
respect to, or arising out of, or relating to all claims under the
applicable Parent Plans, occurring or deemed incurred on or before the last
day of the Transition Period. In addition, each of Parent and PAAI hereby
agrees to indemnify and hold harmless: (i) the Successor GP, (ii) each of
the Successor GP's Subsidiaries and Affiliates (each as defined in the
Contribution Agreement), and (iii) each of their respective directors,
officers, employees, agents, representatives, successors and assigns, from
and against any liability, loss, damage, cost or expense (including
reasonable attorney's fees and disbursements), incurred or suffered by any
such indemnified person with respect to, (i) any claim for health benefits
(including, without limitation, claims for medical, prescription drug,
dental or vision care expenses), (ii) any claim for medical or disability
benefits and (iii) any claim for benefits other than health benefits (e.g.,
life insurance benefits or any claim relating to employment laws), to which
any Transferred Employee (or his or her beneficiary, representative or
estate) is entitled under the Parent Plans. For purposes of this Agreement,
(i) a claim for health benefits (including, without limitation, claims for
medical, prescription drug, dental and vision care expenses) will be deemed
to have been incurred on the date on which the related medical service or
benefit was rendered or received, (ii) a claim for medical, or disability
benefits will be deemed to have been incurred upon the occurrence of the
event giving rise to such claims, and (iii) in the case of any claim for
benefits other than health benefits (e.g., life insurance benefits or any
claim relating to employment laws), a claim will be deemed to have been
incurred upon the occurrence of the event giving rise to such claims.
(b) Indemnification by the Successor GP. Notwithstanding any other
-----------------------------------
provision of this Agreement, the Successor GP hereby agrees to indemnify
and hold harmless: (i) each of Parent and PAAI, (ii) each of Parent and
PAAI's Subsidiaries and Affiliates (each as defined in the Contribution
Agreement), and (iii) each of their respective directors, officers,
employees, agents, representatives, successors and assigns, from and
against, any liability, loss, damage, cost or expense (including reasonable
attorneys' fees and disbursements), incurred or suffered by any such
indemnified person with respect to, (A) any claims or suits brought by any
third party against any such indemnified person with respect to, or arising
out of, any action (or omission) by a Transferred Employee (except that,
with respect to a Transferred Employee identified on Schedule A attached
hereto, such indemnification shall relate to any action or omission by such
Transferred Employee after the last day of the Transition Period), (B) any
claims or suits brought by any Transferred Employee (or his or her
beneficiary, representative or estate) against any such indemnified person
(X) with respect to, or arising out of, any action (or omission) by the
Successor GP, occurring or deemed incurred after the last day of the
Transition Period, or (Y) to the extent not indemnified pursuant to the
second sentence of Section 8(a), with respect to, or arising out of, or
relating to all claims under the applicable Parent Plans or any other claim
arising out of or related to a Transferring Employee's employment (except
that, with respect to a Transferred Employee identified on Schedule A
attached hereto, such indemnification shall relate to any such claim
occurring or deemed incurred after the last day of the Transition Period)
or (C) with respect to or arising out of, or relating to any claims by
third parties in connection with the provision by Parent of the Transition
Services if Parent shall have complied with the
8
standard of service set forth in Section 4(a) in connection with the event
giving rise to the claim.
Section 9. Notices. All notices which are required or may be given
-------
pursuant to the terms of this Agreement shall be deemed to have been duly
given if such notice is given in accordance with the terms of the
Contribution Agreement or to such other address as either party may, from
time to time, designate by written notice given in like manner.
Section 10. Waiver. Any waiver of any term of this Agreement must be
------
in writing and signed by the party against whom enforcement of the waiver
is sought. No waiver of any condition, or of the breach of any provision
hereof, in any one or more instances, shall be deemed to be a further or
continuing waiver of such condition or breach. Delay or failure to exercise
any right or remedy shall not be deemed the waiver hereof.
Section 11. Entire Agreement. This Agreement and the schedules
----------------
attached hereto constitute the entire agreement between the parties hereto
with respect to the subject matter hereof and supersedes all prior
agreements and understandings, oral and written between the parties hereto
with respect to the subject matter hereof. No representation, warranty,
promise, inducement or statement of intention has been made by either party
which is not embodied in this Agreement or such other documents, and
neither party shall be bound by, or be liable for, any alleged
representation, warranty, promise, inducement or statement of intention not
embodied herein or therein.
Section 12. Governing Law. This Agreement shall be governed by, and
-------------
construed in accordance with, the laws of the State of Texas applicable to
contracts executed in and to be performed in that state and without regard
to any applicable conflicts of law. All actions and proceedings arising out
of or relating to this Agreement shall be heard and determined in any Texas
state or federal Court located in Houston, Texas. In connection with the
foregoing, each of the parties to this Agreement irrevocably (i) consents
to submit itself to the personal jurisdiction of the state and federal
Courts of competent jurisdiction located in Houston, Texas, (ii) agrees
that it will not attempt to deny or defeat such personal jurisdiction by
motion or other request for leave from any such Court, and (iii) hereby
consents to service of process pursuant to the notice provisions set forth
in Section 9 of this Agreement.
Section 13. Headings. The headings appearing at the beginning of
--------
sections contained herein have been inserted for identification and
reference purposes and shall not be used to determine the construction or
interpretation of this Agreement.
Section 14. Counterparts. This Agreement may be executed in
------------
counterpart copies, all of which when taken together shall be deemed to
constitute one and the same original instruments.
Section 15. Binding Effect. This Agreement shall inure to the
--------------
benefit of and be binding upon the parties hereto and their respective
successors and assigns.
9
Notwithstanding anything contained in this Agreement to the contrary,
nothing in this Agreement, expressed or implied, is intended to confer on
any person other than the parties hereto or their respective successors and
assigns any rights, remedies, obligations, or liabilities under or any
reason of this Agreement.
Section 16. Assignability. Neither this Agreement nor any of the
-------------
parties' rights hereunder shall be assignable by any party hereto without
the prior written consent of the other party hereto, which consent shall
not be unreasonably withheld.
Section 17. Contribution Agreement. This Agreement and the
----------------------
obligations of the parties hereunder shall be conditioned upon the closing
of the Contribution Agreement. If the closing of the Contribution Agreement
does not occur, or if the Contribution Agreement is terminated or
abandoned, this Agreement shall become null and void.
10
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their duly authorized officers as of the day and year first above
written.
PLAINS RESOURCES INC.
By: ___________________________
Name:
Title:
PLAINS ALL AMERICAN INC.
By: ___________________________
Name:
Title:
PLAINS ALL AMERICAN GP LLC
By: ___________________________
Name:
Title:
11
Schedule A to
Pension and Employee Benefits
Assumption and Transition Agreement
Greg L. Armstrong
Monya Churchill
Mary Denton
A. Pat Diamond
Linda Kennedy
Philip D. Kramer
Tim Moore
Harry N. Pefanis
Al Swanson
Carolyn Tice
i
Schedule B to
Pension and Employee Benefits
Assumption and Transition Agreement
Greg L. Armstrong
A. Pat Diamond
Philip D. Kramer
Tim Moore
Harry N. Pefanis
Al Swanson
ii
Schedule C to
Pension and Employee Benefits
Assumption and Transition Agreement
Employee Years of Service
- -------- ----------------
Greg L. Armstrong 15
Philip D. Kramer 15
Tim Moore 5
Harry N. Pefanis 15
iii
Schedule D to
Pension and Employee Benefits
Assumption and Transition Agreement
Parent Plans
1) Plains Resources, Inc. Group Health, Dental and Drug Plan
2) Plains Resources, Inc. 401k Savings Plan
3) Plains Resources, Inc. Life and Accidental Death and Dismemberment Plan
4) Plains Resources, Inc. Voluntary Life and Accidental Death and
Dismemberment Plan
5) Plains Resources Inc. Section 125 Cafeteria Plan
6) Plains Resources, Inc. Long Term Disability Plan
7) The Permian Corporation Savings Plan
8) The Permian Corporation Retirement Plan
iv