Exhibit 10.13 - Non-Employee Director Deferred Stock And Compensation Plan
      (as amended effective January 1, 2006)


    
      

      

    

     

    Exhibit
      10.13

    BERRY
      PETROLEUM COMPANY

     

    NON-EMPLOYEE
      DIRECTOR  DEFERRED
      STOCK AND COMPENSATION PLAN

     

    (as
      amended effective January 1, 2006)

            Section
      1. Establishment
      of Plan; Purpose.  The
      Berry Petroleum Company Non-Employee Director Deferred Stock and Compensation
      Plan (the “Plan”) is hereby established to permit Eligible Directors, in
      recognition of their contributions to the Company (a) to receive Shares in
      lieu
      of Compensation and (b) to defer recognition of their Compensation in the manner
      described below. The Plan is intended to enable the Company to attract, retain
      and motivate qualified directors and to enhance the long-term mutuality of
      interest between Directors and stockholders of the Company.

     

    Section
      2. Definitions.  When
      used in this Plan, the following terms shall have the definitions set forth
      in
      this Section:

     

    2.1. “Accounts”
      shall mean an Eligible Director’s Stock Unit Account and Interest
      Account.

     

    2.2. “Board
      of
      Directors” shall mean the Board of Directors of the Company.

     

    2.3. “Committee”
      shall mean the Compensation Committee of the Board of Directors or such other
      committee of the Board as the Board shall designate from time to
      time.

     

    2.4. “Company”
      shall mean Berry Petroleum Company, a Delaware corporation.

     

    2.5. “Compensation”
      shall mean (a) the fee earned by an Eligible Director for service as a Director;
      (b) the fee, if any, earned by an Eligible Director for service as a member
      of a
      committee of the Board of Directors; and (c) the fee earned by an Eligible
      Director for (i) attendance at meetings of the Board of Directors and (ii)
      attendance at meetings of committees. All Compensation earned by an Eligible
      Director for the services identified in subsections (a), (b) and (c) above,
      shall be deemed earned by an Eligible Director and credited to the designated
      Accounts on the last trading day of the fiscal quarter in which such service
      was
      provided.

     

    2.6. “Director”
      shall mean any member of the Board of Directors, whether or not such member
      is
      an Eligible Director.

     

    2.7. “Effective
      Date” shall mean the date on which the Plan is approved by the stockholders of
      the Company.

     

    2.8. “Eligible
      Director” shall mean a member of the Board of Directors who is not an employee
      of the Company.

     

    2.9. “Exchange
      Act” shall mean the Securities Exchange Act of 1934, as amended.

     

    2.10. “Fair
      Market Value” shall mean the closing price or the last sale (as reported by the
      New York Stock Exchange) of a Share on the last trading day of the fiscal
      quarter as required by Section 5.4(a) or any other reasonable basis using actual
      transactions of such Shares as reported and as shall be consistently applied
      by
      the Committee.

     

    2.11. “Interest
      Account” shall mean the bookkeeping account established to record the interests
      of an Eligible Director with respect to deferred Compensation that is not
      allocated to Units in a Stock Unit Account.

     

    2.12. “Shares”
      shall mean shares of Stock.

     

    2.13. “Stock”
      shall mean the Class A Common Stock of the Company.

     

    2.14. “Stock
      Unit Account” shall mean a bookkeeping account established to record the
      interests of an Eligible Director who has elected to have deferred Compensation
      credited as Units in this Account. 

     

    2.15. “Unit”
      shall mean a contractual obligation of the Company to deliver a Share based
      on
      the Fair Market Value of a Share to an Eligible Director or the beneficiary
      or
      estate of such Eligible Director as provided herein.

     

     

    
      
        1

      

      
        
        

        
          

        

      

      
        Exhibit
          10.13

      

    

        

            Section
      3. Administration.
      The
      Plan shall be administered by the Committee; provided, however, that the Plan
      shall be administered such that any Director participating in the Plan shall
      continue to be deemed to be a “disinterested person” under Rule 16b-3 of the
      Securities and Exchange Commission under the Exchange Act (“Rule 16b-3”), as
      such Rule is in effect on the Effective Date of the Plan and as it may be
      subsequently amended, for purposes of such Director’s ability to serve on any
      committee charged with administering any of the Company’s stock-based incentive
      plans for executive officers intended to qualify for the exemptive relief
      available under Rule 16b-3.

     

    Section
      4. Shares
      Authorized for Issuance.

     

    4.1. Maximum
      Number of Shares.
      The
      aggregate number of Shares which may be issued to Eligible Directors under
      the
      Plan shall not exceed Two Hundred Fifty Thousand (250,000) Shares, subject
      to
      adjustment as provided in Section 4.2 below. If any Unit is forfeited without
      a
      distribution of Shares, the Shares otherwise subject to such Unit shall again
      be
      available hereunder.

     

    4.2. Adjustment
      for Corporate Transactions.
      If the
      outstanding Stock is increased, decreased, changed into or exchanged for a
      different number or kind of shares of the Company through reorganization,
      recapitalization, reclassification, stock dividend, stock split or reverse
      stock
      split, an appropriate and proportionate adjustment shall be made in the number
      or kind of shares which may be issued in the aggregate under this Plan and
      the
      number of Units that have been, or may be, issued under this Plan; provided,
      however, that no such adjustment need be made if, upon the advice of counsel,
      the Committee determines that such adjustment may result in the receipt of
      federally taxable income to holders of Stock or other classes of the Company’s
      equity securities. The nature and extent of such adjustments shall be determined
      by the Committee in its sole discretion, and any such determination as to what
      adjustments shall be made, and the extent thereof, shall be final, binding
      and
      conclusive. No fractional shares of Stock shall be issued under this Plan
      pursuant to any such adjustment.

     

    Section
      5. Deferred
      Compensation Program.

     

    5.1. Election
      to Defer.
      On or
      before December 31 of any calendar year, an Eligible Director may elect to
      defer
      receipt of all or any part of any Compensation payable in respect of the
      calendar year following the year in which such election is made, and to have
      such amounts credited, in whole or in part, to a Stock Unit Account or an
      Interest Account. Any person who shall become an Eligible Director during any
      calendar year may elect, not later than the 30th day after his term as a
      Director begins, to defer payment of all or any part of his Compensation payable
      for the portion of such calendar year following such election. In the year
      in
      which this Plan is first implemented, any Eligible Director may elect, not
      later
      than the 30th day after the Effective Date, to defer payment of all or any
      part
      of his Compensation payable for the portion of such calendar year following
      the
      Effective Date.

     

    5.2. Method
      of Election.
      A
      deferral election shall be made by written notice filed with the Corporate
      Secretary of the Company. Such election shall continue in effect (including
      with
      respect to Compensation payable for subsequent calendar years) unless and until
      the Eligible Director revokes or modifies such election by written notice filed
      with the Corporate Secretary. Any such revocation or modification of a deferral
      election shall become effective as of December 31 of the year in which such
      notice is given and only with respect to Compensation payable in respect of
      the
      calendar year following the year in which such revocation or modification is
      made; provided however that if the effect of such revocation or modification
      of
      a deferral election is to change the amount of deferred Compensation that would
      otherwise have been credited to the Stock Unit Account, such notice shall in
      no
      event become effective earlier than six (6) months after it is received by
      the
      Corporate Secretary. This means that notice must be received by the Corporate
      Secretary by July 1 to be effective for the following year. Amounts credited
      to
      the Eligible Director’s Stock Unit Account prior to the effective date of any
      such revocation or modification of a deferral election shall not be affected
      by
      such revocation or modification and shall be credited and distributed only
      in
      accordance with the deferral election in place prior to such revocation and
      modification and otherwise in accordance with the applicable terms of the Plan.
      An Eligible Director who has revoked an election to participate in the Plan
      may
      file a new election to defer Compensation with respect to services rendered
      in
      the calendar year following the year in which such new election is filed with
      the Corporate Secretary of the Company.

     

    5.3. Investment
      Election.
      At the
      time an Eligible Director elects to defer receipt of Compensation pursuant
      to
      Section 5.1, the Eligible Director shall also designate in writing the portion
      of such Compensation, stated as a whole percentage, to be credited to the
      Interest Account and the portion to be credited to the Stock Unit Account.
      If an
      Eligible Director fails to designate the allocation between the two Accounts,
      100% of such Compensation shall be credited to the Interest Account. By written
      notice to the Corporate Secretary, an Eligible Director may change the
      investment election and the manner in which Compensation is allocated among
      the
      Accounts but only with respect to services to be rendered in the calendar year
      following the year in which such new investment election is filed with the
      Corporate Secretary, provided that any such election shall only be effective
      with respect to Compensation payable six (6) months after such new investment
      election is received by the Corporate Secretary.

     

    5.4. Interest
      Account. 

     

    a. Any
      Compensation allocated to an Eligible Director’s Interest Account shall be
      deemed earned and credited to the Interest Account as of the last trading day
      of
      the fiscal quarter in which the service was provided for which such compensation
      amount would have been paid to the Eligible Director. 

     

    b. Any
      amounts credited to the Interest Account shall be credited with interest at
      the
      annual rate for the 3-month treasury bill as of the last trading day of the
      fiscal quarter as quoted in the Wall Street Journal, times 3/12.

     

    
      
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        Exhibit
          10.13

      

    

     

    5.5. Stock
      Unit Account. 

     

    a. Any
      Compensation allocated to an Eligible Director’s Stock Unit Account shall be
      deemed earned and credited to Units in the Stock Unit Account as of the last
      trading day of the fiscal quarter in which the service was provided for which
      such compensation amount would have been paid to the Eligible Director.


     

    b. The
      number of Units allocated to the Eligible Director’s Stock Unit Account pursuant
      to subsection (a) above shall be equal to the quotient of (i) the aggregate
      Compensation allocated to the Stock Unit Account as of the last trading day
      of
      the fiscal quarter divided by (ii) the Fair Market Value on the last trading
      day
      of such quarter. Fractional Units shall be credited, but shall be rounded to
      the
      nearest hundredth percentile, with amounts equal to or greater than .005 rounded
      up and amounts less than .005 rounded down. 

     

    5.6. Dividend
      Equivalents.  

     

    a. An
      Eligible Director who has elected to defer Compensation to a Stock Unit Account
      shall have no rights as a stockholder of the Company with respect to any Units
      until Shares are distributed and delivered to the Eligible Director.


     

    b. Notwithstanding
      the provisions of subsection (a), each Eligible Director who has allocated
      Compensation to a Stock Unit Account shall have the right to receive an amount
      equal to the dividend per Share declared by the Company on the applicable
      dividend payment date (which, in the case of any dividend distributable in
      property other than Shares, shall be the per Share value of such dividend,
      as
      determined by the Company for purposes of income tax reporting) times the number
      of Units held by such Eligible Director in his Stock Unit Account (a “Dividend
      Equivalent”). 

     

    c. Dividend
      Equivalents shall be treated as reinvested in an additional number of Units
      and
      credited to the Eligible Director’s Stock Unit Account. 

     

    d. The
      additional number of Units to be credited to the Eligible Director’s Stock Unit
      Account pursuant to (c) (iii) shall be determined by dividing (i) the product
      of
      (A) the number of Units in the Eligible Director’s Stock Unit Account on the
      date the dividend is declared, and (B) the amount of any cash dividend declared
      by the Company on a Share (or, in the case of any dividend distributable in
      property other than Shares, the per share value of such dividend, as determined
      by the Company for purposes of income tax reporting), by (ii) the Fair Market
      Value on the last trading day of the fiscal quarter in which the dividend is
      declared. 

     

    e. Notwithstanding
      the date used for purposes of determining the number of additional Units as
      provided in subsection (d) above, the additional Units to be credited for
      Dividend Equivalents shall be deemed earned and credited to the Eligible
      Director’s Stock Unit Account on the last trading day of the fiscal quarter in
      which such dividend is declared. 

     

    f. In
      the
      event of any stock split, stock dividend, recapitalization, reorganization
      or
      other corporate transaction affecting the capital structure of the Company,
      the
      Committee shall make such adjustments to the number of Units credited to each
      Eligible Director’s Stock Unit Account as the Committee shall deem necessary or
      appropriate to prevent the dilution or enlargement of such Eligible Director’s
      rights and such adjustment shall be made and effective as of the last day of
      the
      fiscal quarter in which such corporate transaction has occurred.

     

    5.7. Distribution
      Election. 

     

    a. At
      the
      time an Eligible Director makes a deferral election pursuant to Section 5.1,
      the
      Eligible Director shall also file with the Corporate Secretary a written
      election (a “Distribution Election”). 

     

    b. The
      distribution from the Stock Unit Account shall be made in Shares and the
      distribution from the Interest Account shall be made in cash. The Distribution
      Election shall specify that such distribution shall commence, at the election
      of
      the Eligible Director, as soon as practicable following the first business
      day
      of the calendar month following the date the Eligible Director ceases to be
      a
      Director or on the first business day following the calendar year in which
      the
      Eligible Director ceases to be a Director.

     

    c. Such
      distribution shall be in one lump sum payment or in such number of annual
      installments (not to exceed ten (10)) as the Eligible Director may designate
      on
      the Distribution Election. The amount of any installment payment shall be
      determined by multiplying the amount credited to the Accounts of an Eligible
      Director immediately prior to the distribution by a fraction, the numerator
      of
      which is one and the denominator of which is the number of installments
      (including the current installment) remaining to be paid. 

     

    d. An
      Eligible Director may at any time prior to the time at which the Eligible
      Director ceases to be a Director, and from time to time, change any Distribution
      Election applicable to his Accounts, provided that no election to change the
      timing of any final distribution shall be effective unless (i) it is made in
      writing and received by the Corporate Secretary at least one (1) year prior
      to
      the time at which the Eligible Director ceases to be a director and (ii) the
      start date of any installment distribution or lump sum payment is delayed at
      least five years.

     

    
      
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        Exhibit
          10.13

      

    

               
5.8. Unforeseeable
      Emergency Withdrawal

     

    Any
      Eligible Director may, after submission of a written request to the Corporate
      Secretary and such written evidence of the Eligible Director’s financial
      condition as the Committee may reasonably request, withdraw from his Interest
      Account (but not from his Stock Unit Account) up to such amount as the Committee
      shall determine to be necessary to alleviate the Eligible Director’s
      unforeseeable emergency plus applicable taxes as a result of the distribution.
      Withdrawals will only be approved for a severe financial hardship to the
      Eligible Director resulting from an illness or accident of the Eligible
      Director, his or her spouse or dependent (as defined in IRC § 409A (a) (2) (B)
      (ii).

     

               5.9. Timing
      and Form of Distributions. 

     

    a. Any
      distribution to be made hereunder, whether in the form of a lump sum payment
      or
      installments, following the termination of an Eligible Director’s service as a
      Director shall commence in accordance with the Distribution Election made by
      the
      Eligible Director pursuant to Section 5.7.

     

    b. If
      an
      Eligible Director fails to specify in accordance with Section 5.7 a commencement
      date for a distribution or whether such distribution shall be made in a lump
      sum
      payment or a number of installments, such distribution shall be made in a lump
      sum payment and commence on the first business day of the month immediately
      following the date on which the Eligible Director ceases to be a Director.
      In
      the case of any distribution being made in annual installments, each installment
      after the first installment shall be paid on the first business day of each
      subsequent calendar year, or as soon as practical thereafter, until the entire
      amount subject to such Distribution Election shall have been paid.

     

        Section
      6. Unfunded
      Status.
      The
      Company shall be under no obligation to establish a fund or reserve in order
      to
      pay the benefits under the Plan. A Unit represents a contractual obligation
      of
      the Company to deliver Shares to an Eligible Director as provided herein. The
      Company has not segregated or earmarked any Shares or any of the Company’s
      assets for the benefit of an Eligible Director or his beneficiary or estate,
      and
      the Plan does not, and shall not be construed to, require the Company to do
      so.
      The Eligible Director and his beneficiary or estate shall have only an
      unsecured, contractual right against the Company with respect to any Units
      granted or amounts credited to an Eligible Director’s Accounts hereunder, and
      such right shall not be deemed superior to the right of any other creditor.
      Units shall not be deemed to constitute options or rights to purchase
      Stock.

     

       Section
      7. Amendment
      and Termination.
      The
      Plan may be amended at any time by the Committee or the Board of Directors.
      Any
      modification of any of the terms and provisions of the Plan, including this
      Section, shall not be made more than once every six (6) months. The Plan shall
      terminate on May 31, 2008. Unless the Board otherwise specifies at the time
      of
      such termination, the termination of the Plan will not result in the premature
      distribution of the amounts credited to an Eligible Director’s
      Accounts.

     

    Section
      8. General
      Provisions.

     

    8.1. No
      Right to Serve as a Director.
      This
      Plan shall not impose any obligations on the Company to retain any Eligible
      Director as a Director nor shall it impose any obligation on the part of any
      Eligible Director to remain as a Director of the Company.

     

    8.2. Rights
      of a Terminated Director.
      Notwithstanding the fact that an Eligible Director ceases to be a director
      during any fiscal quarter, the Eligible Director’s Accounts shall be credited,
      on the last trading day of the fiscal quarter, with all Compensation and
      Dividend Equivalents earned as of the last business day he served as an Eligible
      Director.

     

    8.3. Construction
      of the Plan.
      The
      validity, construction, interpretation, administration and effect of the Plan
      and the rights relating to the Plan, shall be determined solely in accordance
      with the laws of the State of Delaware.

     

    8.4. No
      Right to Particular Assets.
      Nothing
      contained in this Plan and no action taken pursuant to this Plan shall create
      or
      be construed to create a trust of any kind or any fiduciary relationship between
      the Company and any Eligible Director, the executor, administrator or other
      personal representative or designated beneficiary of such Eligible Director,
      or
      any other persons. Any reserves that may be established by the Company in
      connection with Units granted under this Plan shall continue to be treated
      as
      the assets of the Company for federal income tax purposes and remain subject
      to
      the claims of the Company’s creditors. To the extent that any Eligible Director
      or the executor, administrator, or other personal representative of such
      Eligible Director, acquires a right to receive any payment from the Company
      pursuant to this Plan, such right shall be no greater than the right of an
      unsecured general creditor of the Company.

     

    8.5. Severability
      of Provisions.
      If any
      provision of this Plan shall be held invalid or unenforceable, such invalidity
      or unenforceability shall not affect any other provisions hereof, and this
      Plan
      shall be construed and enforced as if such provision had not been
      included.

     

    8.6. Incapacity.
      Any
      benefit payable to or for the benefit of a minor, an incompetent person or
      other
      person incapable of receipting therefore shall be deemed paid when paid to
      such
      person’s guardian or to the party providing or reasonably appearing to provide
      for the care of such person, and such payment shall fully discharge any
      liability or obligation of the Board of Directors, the Company and all other
      parties with respect thereto.

     

    8.7. Headings
      and Captions.
      The
      headings and captions herein are provided for reference and convenience only,
      shall not be considered part of this Plan, and shall not be employed in the
      construction of this Plan.

    4