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EXHIBIT 10(o)(iv)
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K N ENERGY, INC. BY-LAW PROVISION
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ARTICLE XII
SPECIAL MANAGEMENT PROVISIONS
Section 1. General. The provisions of this Article XII of the
By-Laws have been adopted by the Board of Directors of the Corporation pursuant
to that certain Agreement of Merger by and between the Corporation, KNE
Acquisition Corporation, a Delaware corporation, and American Oil and Gas
Corporation, a Delaware corporation dated March , 1994 (the "Merger
Agreement"). Capitalized terms used in this Article XII not otherwise defined
herein shall have the meaning ascribed to them in the Merger Agreement. The
provisions of this Article XII shall be effective from and after the Effective
Time notwithstanding any other provisions of these By-Laws to the contrary. In
the event of a conflict between the provisions of this Article XII and other
provisions of the By-Laws, the provisions of this Article XII shall control.
Section 2. Management Committee. The Corporation shall
establish a Management Committee consisting of four (4) members of the Board of
Directors. The initial members of the Management Committee shall consist of
David M. Carmichael (who shall serve as the Chairman), Charles W. Battey,
Edward H. Austin, Jr. and Larry D. Hall. The initial directors serving on the
Management Committee shall serve for a term which shall end upon the earlier of
(i) the date of such director's resignation, removal or failure to stand for
reelection to the Board of Directors, and (ii) the date of the Corporation's
annual meeting of stockholders in the year 1996. The duties delegated by the
Board of Directors to the Management Committee shall consist of (w) oversight
and direction of management decisions with respect to the day-to-day operations
of the Corporation and its subsidiaries, (x) oversight and direction of matters
relating to the integration and consolidation of the business, operations and
assets of the Corporation with those of American Oil and Gas Corporation and
its subsidiaries, (y) the duties, powers and procedures heretofore delegated to
the Executive Committee in Article VI of these By-laws, and (z) such additional
duties as are from time to time delegated to the Management Committee by the
Board of Directors. The Corporation shall not have an Executive Committee.
Section 3. Vice-Chairman. The office of Vice-Chairman of the
Board shall be established by the Board of Directors. The Vice-Chairman shall
perform the duties of the Chairman of the Board as provided in these By-Laws in
the Chairman's absence and such additional duties as the Board of Directors may
prescribe from time to time.
Section 4. Chief Executive Officer/Chief Operating Officer. The
Board of Directors may elect only the Chief Executive Officer or the Chief
Operating Officer as President of the Corporation. The Chief Operating Officer
shall be elected by the Board of Directors upon recommendation of the
Management Committee.
Section 5. Cabot Director. For so long as Cabot Corporation
shall continue to own beneficially (within the meaning of Rule 13d-3
promulgated by the Securities and Exchange Commission) 10% or more of the
issued and outstanding voting stock of the Corporation, Cabot Corporation shall
have the right to designate one person to serve as an advisory director of the
Corporation. In the event beneficial ownership of Cabot Corporation of the
issued and outstanding voting stock of the Corporation falls below 10% but
constitutes more than 5%, the Board of
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Directors shall appoint the Cabot Corporation advisory director as a full
director, to serve the then remaining term of a Class II director. For so long
as Cabot Corporation continues to own beneficially less than 10% but more
than 5% of the issued and outstanding voting stock of the Corporation, the
Board of Directors shall nominate a Cabot Corporation designee (provided that
such nominee is otherwise qualified as required by the Bylaws) for election by
the Corporation's shareholders as a director. The Corporation shall at all
times during which Cabot Corporation shall beneficially own in excess 10% of
the issued and outstanding voting stock of the Corporation, maintain a vacancy
on its Board of Directors for such Cabot designee.
Section 6. Terms of Office for Certain Officers. The persons
designated as of the Effective Time to hold the offices of Chairman of the
Board, Vice Chairman of the Board, President, Chief Executive Officer and
Chairman of the Management Committee will be elected to terms commencing as of
the Effective Time and terminating on the date of the Corporation's annual
meeting of stockholders in 1996. After such date, notwithstanding any other
provision of this Article XII to the contrary, such officers shall be elected
by majority of the Board of Directors.
Section 7. Vacancies in Certain Offices. Any vacancy arising
following the Effective Time and prior to the Corporation's Annual Meeting of
Stockholders in 1996, in the offices of the Chairman of the Board,
Vice-Chairman of the Board, President, Chief Executive Officer or Chief
Operating Officer, or on the Management Committee or the Chairman of the
Management Committee, shall be filled by the Board of Directors upon
recommendation by a Special Nominating Committee of the Board of Directors.
The Board of Directors shall by majority vote establish a Special Nominating
Committee in the event of a vacancy in any of the foregoing positions. The
Special Nominating Committee shall consist of four directors, two of whom shall
be designated by the Board of Directors from the directors of the Corporation
who served as a director prior to the Effective Time, and two of whom shall be
designated by the directors designated by American Oil and Gas Corporation in
the Merger Agreement.
Section 8. Continuation of Retirement Policy. The Corporation
shall continue its present retirement policy that officers of the Corporation
(including the Chairman of the Board, Vice-Chairman of the Board, President and
Chief Executive Officer or Chief Operating Officer) shall be ineligible and
cease to serve as an officer of the Corporation as of the first of the month
coincident with or next following his or her 65th birthday.
Section 9. Super-Majority Vote. For purposes of this Article
XII, the term "Super-Majority Vote" shall mean the affirmative vote of at least
12 of a 14-member Board of Directors; at least 11 of a 13-member Board of
Directors; at least 10 of a 12-member Board of Directors; at least 9 of an
11-member Board of Directors; or in all other cases, the affirmative vote of a
number of directors equal to at least 85% of the total number of
directors. A Super-Majority Vote shall be required for the following actions
to be taken by the Board of Directors; (i) amendment, modification or
revocation of any provision of this Article XII; (ii) amendment, modification
or revocation of the current retirement policy of the Corporation; and (iii)
any increase in the number of members to serve on the Board of Directors;
provided that, no Super-Majority Vote shall be required for any such action
taken by the Board of Directors from and after the date of the annual
stockholders meeting for 1997.