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EXHIBIT 10.10
AMENDMENT NO. 1
TO
VASTAR RESOURCES, INC.
CAPITAL ACCUMULATION PLAN
__________________________
Pursuant to the power of amendment reserved therein, the Vastar Resources, Inc.
Capital Accumulation Plan (the "Plan") is hereby amended effective as of the
date of the merger of a subsidiary of BP Amoco p.l.c. ("BPA") with and into
Atlantic Richfield Company.
1. Paragraph 1.2 of the Plan is amended to read:
"1.2 "Administrator" means Vastar Resources, Inc."
2. Paragraph 1.4 of the Plan is amended to read:
"1.4 Reserved."
3. Paragraph 2.6 of the Plan is amended to read as follows:
"2.6 Capital Accumulation Plan Assets
"(a) Upon the transfer of an Employee eligible to participate in the
Plan from a Subsidiary or Affiliate, any assets maintained under
a capital accumulation plan of such Subsidiary or Affiliate on
behalf of such Employee will be transferred to the Plan in the
same investment alternative under which held as of the transfer
date, and such transferred assets will be subject to the
investment provisions under Paragraph 6.4, except as provided
herein:
(i) Any assets transferred on behalf of a Member which have
been invested in common stock of a Subsidiary or Affiliate
will remain so invested, with future dividends being
reinvested in such stock under the Member's Account, absent
the Member's direction to reinvest such assets pursuant to
Paragraph 6.4 of the Plan; provided, however, that any
assets converted from the common stock of a Subsidiary or
Affiliate to another investment alternative under the Plan
may not be reinvested in common stock of a Subsidiary or
Affiliate.
(ii) Vastar Resources, Inc. common stock attributable to Company
contributions shall be invested in accordance with
Paragraph 6.3 of the Plan.
(iii) Common stock of a Subsidiary or Affiliate held by the Plan
shall be subject to the sale and voting provisions of
Section 6."
4. A new Subparagraph (c) is added to Paragraph 6.2 of the Plan to read as
follows:
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"(c) In order to convert any Atlantic Richfield common stock into BPA
American Depositary Receipts ("ADRs"), effective as of dates
determined in writing by the Senior Vice President, Human Resources,
Atlantic Richfield Company, trading in Atlantic Richfield common
stock or BPA ADRs will not be allowed by the Plan. Shares of Atlantic
Richfield common stock may not be converted into any shares that are
not traded on the New York Stock Exchange."
5. A new Paragraph 6.14 is added to the Plan to read as follows:
"6.14 Conversion of Atlantic Richfield Company Common Stock
Effective with the merger of Atlantic Richfield Company and a
subsidiary of BPA, all shares and partial shares of Atlantic
Richfield Company common stock shall be converted to BPA ADRs."
6. Paragraph 9.3 of the Plan is amended to read as follows:
"9.3 Loan Amount
(a) The maximum loan shall be the lesser of one half of the Member's
Account or $50,000 (reduced by the highest balance, at any
specific time, of any outstanding loan or loans during the
preceding 12 months from this Plan).
(b) A loan must be in cash, in increments of $100 and in an amount
not less than $1,000.
(c) The maximum loan amount shall be reduced to the extent necessary
to prevent each installment of the loan payment, including
principal and interest, when added to installments under any
outstanding loan under the Plan, from exceeding 25 percent of a
Member's biweekly earnings.
(d) The loan amount may not exceed the lesser of (i) the amount of
the Member's Contributions, Elective Deferrals and Company
Contributions under the Atlantic Richfield Savings Plans II and
III made prior to July 1, 1988 (including assets which originated
in the Atlantic Richfield Employee Stock Ownership Plan) and
earnings thereon at the time the loan is made, or (ii) the amount
of the security, as described hereafter, for the loan.
(e) For purposes of this Paragraph 9.3, the value of Common Stock, or
any other investment alternative will be determined on the
Valuation Date immediately preceding the date the loan
application is received by the Administrator under rules
established by the Administrator."
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7. Paragraph 10.1 is amended to read as follows:
"10.1 Capital Accumulation Plan Administrator
The Plan shall be administered by the Company acting through one or
more of its executive officers."
8. All references in the Plan to the "Capital Accumulation Plan Administrative
Committee" (or to "Committee" when referring to the Capital Accumulation
Plan Administrative Committee) are amended to read "Administrator".
Executed effective as of April 18, 2000.
ATTEST: VASTAR RESOURCES, INC.
/s/ A. Shawn Noonan By: /s/ Jeffrey M. Bender
_________________________________ ____________________________
A. Shawn Noonan Jeffrey M. Bender
General Tax Officer Vice President
Human Resources
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