EXHIBIT 10.71
SECOND AMENDMENT TO RETIREMENT PLAN FOR DIRECTORS
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This Second Amendment to Retirement Plan for Directors (this "Amendment")
is executed by Triton Energy Limited, a Cayman Islands company ("Triton"),
effective as of May 11, 1999.
RECITALS:
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A. Triton (through its predecessor company) has adopted the Amended and
Restated Retirement Plan for Directors (the "Plan"); and
B. The Board of Directors has adopted certain amendments to the Plan
effective as of May 11, 1999.
NOW, THEREFORE, the Plan is amended in the following respects:
1. the definition of "change in control", contained in the second
paragraph of Section 3 of the Plan, is hereby amended and restated to read as
follows:
"For purposes hereof, a 'change in control of the Company' shall mean the
occurrence of any of the following events: (i) there shall be consummated (x)
any consolidation, amalgamation, merger or other form of business combination of
the Company, or to which the Company is a party, in which (I) the Company is not
the continuing or surviving corporation or (II) where the Company is the
continuing or surviving corporation, the Company's Ordinary Shares would be
converted into cash, securities or other property, or the holders of the
Company's Ordinary Shares immediately prior to the consolidation, amalgamation,
merger or other form of business combination would represent less than a
majority of the common stock or ordinary shares of the surviving corporation
immediately after the consolidation, amalgamation, merger or other form of
business combination, or (y) any sale, lease, exchange or other transfer
(excluding transfer by way of pledge or hypothecation), in one transaction or a
series of related transactions, of all, or substantially all, of the assets of
the Company, (ii) the shareholders of the Company approve any plan or proposal
for the liquidation or dissolution of the Company, (iii) any 'person' (as such
term is defined in Section 3(a)(9) or Section 13(d)(3) under the Securities
Exchange Act of 1934, as amended (the '1934 Act')) or any 'group' (as such term
is used in Rule 13d-5 promulgated under the 1934 Act), other than the Company or
any successor of the Company or any subsidiary of the Company or any employee
benefit plan of the Company or any subsidiary (including such plan's trustee),
becomes, without the prior approval of the Board of Directors of the Company
(the 'Board'), a beneficial owner for purposes of Rule 13d-3 promulgated under
the 1934 Act, directly or indirectly, of securities of the Company representing
25.0% or more of the Company's then outstanding securities having the right to
vote in the election of Directors of the Company, or (iv) during any period of
two consecutive years, individuals who, at the beginning of such period
constituted the entire Board (the 'Incumbent Directors'), cease for any reason
(other than death) to constitute a majority of the Directors of the Company,
unless the election, or the nomination for election, by the Company's
shareholders, of each new Director of the Company was approved by a vote of at
least two-thirds of the Incumbent Directors (so long as such new Director was
not nominated by a person who expressed an intent to effect a change in control
of the Company or engage in a proxy or other control contest) in which case such
new Director shall be considered an Incumbent Director."
2. Except as amended by the provisions of this Amendment, all other
provisions of the Plan remain in full force and effect.
IN WITNESS WHEREOF, Triton has caused this Amendment to be executed by its
duly authorized officer effective as of the date and year first above written.
TRITON ENERGY LIMITED
By:_________________________________
A.E. Turner, III, Senior Vice President and
Chief Operating Officer