EXHIBIT 10.6
VASTAR RESOURCES, INC.
SECOND AMENDMENT TO
EXECUTIVE LIFE INSURANCE PLAN
Pursuant to the power of amendment reserved therein, Vastar Resources,
Inc. Executive Life Insurance Plan (the "Plan") is hereby amended as follows:
1. Paragraph 1.1 is amended to delete the last sentence contained
therein.
2. Paragraph 1.29 is amended in its entirety, effective as of the
Effective Time (as defined in Annex A to the Plan as amended hereby), to read as
follows:
"1.29 "Benefit Trigger Window" means the 24-month period commencing on
the date immediately following the Effective Time and means the 24-month period
commencing on the date that a Subsequent Change of Control occurs."
3. Article I is amended to add new Paragraphs 1.37, 1.38, 1.39 and 1.40
which shall read as follows:
"1.37 "Effective Time" shall be ascribed the meaning set forth for
such term on Annex A attached hereto.
1.38 "Merger" shall be ascribed the meaning set forth for such term
on Annex A attached hereto.
1.39 "Parent Company" shall be ascribed the meaning set forth for
such term on Annex A attached hereto.
1.40 "Subsequent Change of Control" shall be ascribed the meaning set
forth for such term on Annex A attached hereto."
4. Paragraph 9.2 is amended to add "; or" at the end of subparagraph
(a)(ii)(B) and to add a new subparagraph (a)(ii)(C) which shall read as follows:
"(C) with respect to Tier 1 and 2 Employees of the Company, a demotion
to a lesser job."
5. Paragraph 9.2 is amended to eliminate subparagraph (b).
6. Paragraph 9.4 is amended to eliminate the parenthetical "(excluding an
ARCO Acquisition)".
7. Paragraph 11.4 is amended to delete the second sentence contained
therein.
8. Paragraph 11.5 is deleted in its entirety.
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9. Paragraph 14.9 is amended in its entirety and shall now read as
follows:
"14.9 Authorized Officers
Both the Chief Financial Officer and the Vice President, Human
Resources of the Company whose duties with respect to this Plan are provided
herein, will be those persons who have been employed in such positions by the
Company since April 1, 1999. Any action required to be taken under this Plan by
the Chief Financial Officer and the Vice President, Human Resources of the
Company may be taken by either individual if the other position is vacant. If
the positions of Chief Financial Officer and Vice President, Human Resources of
the Company are both vacant, actions required to be taken under the Plan by such
officers may only be taken by one of the officers of the Company set forth below
(in the order stated) who was in such position on April 1, 1999:
(a) Controller
(b) General Counsel
(c) Senior Vice President of Production
(d) Senior Vice President of Exploration
(e) Vice President of Business Development.
If none of such persons is in such position, the Special Plan Administrator
shall take actions required to be taken under the Plan."
10. Annex A is amended, with respect to the definition of "Change of
Control" and the definition of "Outside Director", to replace the terms
"Atlantic Richfield Company" and "ARCO" with the term "Parent Company". This
amendment shall be construed consistently with the intent that the Merger, if it
occurs, is a Change of Control.
11. Annex A, with respect to the definition of "Change of Control," is
amended, effective as of the Effective Time, to add "; or" at the end of
Paragraph (6) and to add new Paragraph (7) which shall read as follows:
"(7) A Subsequent Change of Control."
12. Annex A is amended to add the following definitions:
""Effective Time" means, with respect to the Merger, such time as the
Certificate of Merger is duly filed with the Secretary of State of the State of
Delaware or at such later time as is specified in the Certificate of Merger in
accordance with the Delaware General Corporation Laws.
"Merger" shall mean the merger between Atlantic Richfield Company and
Prairie Holdings, Inc.,a subsidiary of BP Amoco p.l.c.
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"Parent Company" shall mean, until the Effective Time of the Merger,
Atlantic Richfield Company and, after the Effective Time of the Merger, BP Amoco
p.l.c. or any of its subsidiaries or affiliates and any of their respective
successors.
"Subsequent Change of Control" shall mean each Change of Control which
occurs after the consummation of a transaction constituting a Change of
Control."
13. The Plan is amended to replace (except in Paragraph 14.9(b) of the
Plan as amended above) the term "General Counsel" with the term "Vice President,
Human Resources."
14. All amendments shall be effective as of July 21, 1999 unless otherwise
noted.
Executed as of the 12th day of August, 1999.
ATTEST: VASTAR RESOURCES, INC.
By: /s/ Jonathan D. Edelfelt By: /s/ Jeffrey M. Bender
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Jonathan D. Edelfelt Jeffrey M. Bender
Associate Secretary Vice President, Human Resources
APPROVED as to form this 12th day
of August, 1999
WACHOVIA BANK, N.A.,
By: /s/ Peter D. Quinn
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Name: PETER D. QUINN
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Title: Senior Vice President
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