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                                                                    EXHIBIT 10.9

VASTAR RESOURCES, INC.
-----------------------------------------
VASTAR RESOURCES, INC.
CAPITAL ACCUMULATION PLAN


Amendment and Restatement
Effective As Of March 15, 1999
<PAGE>

                             VASTAR RESOURCES, INC
                           CAPITAL ACCUMULATION PLAN



To record the adoption of the amended and restated Vastar Resources, Inc.
Capital Accumulation Plan, effective March 15, 1999, the undersigned, being duly
authorized to act on behalf of Vastar Resources, Inc. has executed this plan
document at Los Angeles, California on the 10th day of December, 1999.



ATTEST:                                 VASTAR RESOURCES, INC.


     /s/ JONATHAN D. EDELFELT                 /s/  JEFFREY M. BENDER
By: -----------------------------       By: ----------------------------
     Jonathan D. Edelfelt                    Jeffrey M. Bender
     Associate Secretary                     Vice President
                                             Human Resources

<PAGE>

                            VASTAR RESOURCES, INC.
                           CAPITAL ACCUMULATION PLAN
                               TABLE OF CONTENTS
                               -----------------

                                                                       Page No.
                                                                       --------
INTRODUCTION.........................................................      1

Section 1 - DEFINITION
---------
         1.1    Acquisition Loan.....................................      2
         1.2    Administrator........................................      2
         1.3    Annual Earnings or Earnings..........................      2
         1.4    Capital Accumulation Plan Administrative Committee...      2
         1.5    Code.................................................      2
         1.6    Company..............................................      2
         1.7    Credited Company Service.............................      2
         1.8    Effective Date.......................................      2
         1.9    Elective Deferrals or Deferrals......................      2
         1.10   Employee.............................................      3
         1.11   Employee Contribution Agreement......................      3
         1.12   ERISA................................................      3
         1.13   Financed Shares......................................      3
         1.14   Former Member........................................      3
         1.15   Highly Compensated Employee..........................      3
         1.16   Hour of Service......................................      4
         1.17   Matching Contributions...............................      5
         1.18   Member...............................................      5
         1.19   Member's Account or Account..........................      5
         1.20   Member Contributions.................................      6
         1.21   Plan or Plans........................................      6
         1.22   Plan Year............................................      6
         1.23   Subsidiary or Affiliate..............................      6
         1.24   Trust Agreement......................................      6
         1.25   Trustee..............................................      6
         1.26   Valuation Date.......................................      6

Section 2 - MEMBERSHIP - ELIGIBILITY
---------
         2.1    Membership...........................................      7
         2.2    Notice to Administrator..............................      7
         2.3    Membership Termination...............................      7
         2.4    Member Suspension....................................      8
         2.5    Member Transfers.....................................      8
         2.6    Capital Accumulation Plan Assets.....................      8

                                       i
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Section 3 - MEMBERS' ELECTIVE DEFERRALS
---------
         3.1    Members' Elections...................................     10
         3.2    Contribution of Elective Deferrals and Member
                 Contributions.......................................     11
         3.3    Annual Dollar Limitation.............................     11
         3.4    Actual Deferral Percentage Tests.....................     12
         3.5    Distribution of Excess Contributions.................     12
         3.6    Make-Up Elective Deferrals and Member Contributions..     13

Section 4 -  COMPANY CONTRIBUTION
---------
         4.1    Matching Contribution................................     14
         4.2    Form of Contribution.................................     14
         4.3    Members Excluded From Contribution...................     14
         4.4    Actual Contribution Percentage Test..................     14
         4.5    Distribution of Excess Contributions.................     15
         4.6    Limitation on the Multiple Use Alternative...........     16
         4.7    Section 415 Limitations..............................     16
         4.8    Nonelective Contributions............................     17
         4.9    Exclusive Benefit....................................     17

Section 5 - FINANCED SHARES
---------
         5.1    Acquisition Loans....................................     18
         5.2    Payments on Acquisition Loan.........................     19

Section 6 - INVESTMENT OF MEMBERS' AND FORMER MEMBERS' ACCOUNTS
---------
         6.1    Members' and Former Members' Accounts................     21
         6.2    Investment of Elective Deferrals,Member Contribution,
                 Rollovers and Certain Matching Contributions........     21
         6.3    Investment of Company Contributions..................     21
         6.4    Member of Former Member Direction of Investments.....     22
         6.5    Allocation of Investment Experience..................     22
         6.6    Manner and Time of Debiting Distributions............     22
         6.7    Title of Investments.................................     22
         6.8    Voting of Investments................................     22
         6.9    Voting of Vastar Resources, Inc. Common Stock........     23
         6.10   Allocation of Dividends on Vastar Resources, Inc.
                 Common Stock........................................     24
         6.11   Investment Advisory Fees.............................     24
         6.12   Member or Former Member Protection...................     24
         6.13   Confidentiality......................................     24

Section 7 - WITHDRAWALS DURING EMPLOYMENT
---------
         7.1    Age 59 1/2 Withdrawal................................     25
         7.2    Application and Basis for Hardship Withdrawal........     25
         7.3    Partial Withdrawals of Member Contributions..........     26

                                       ii
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Section 8 - PAYMENTS ON TERMINATION OF MEMBERSHIP OR OTHER REASONS
---------
         8.1    Termination of Employment............................     27
         8.2    Death................................................     28
         8.3    Disability...........................................     29
         8.4    Divorce..............................................     29
         8.5    Rollover.............................................     29
         8.6    Notice...............................................     30
         8.7    Distributions........................................     30
         8.8    Distribution of Benefits.............................     32

Section 9 - LOANS TO MEMBERS
---------
         9.1    General..............................................     33
         9.2    Eligibility..........................................     33
         9.3    Loan Amount..........................................     33
         9.4    Number of Loans......................................     34
         9.5    Interest Rate........................................     34
         9.6    Security.............................................     34
         9.7    Funding of the Loan..................................     34
         9.8    Repayment of the Loan................................     34
         9.9    Deemed Distribution..................................     35
         9.10   Default..............................................     35

Section 10 - CAPITAL ACCUMULATION ADMINISTRATIVE COMMITTEE
----------
        10.1    Capital Accumulation Plan Administrative Committee...     36
        10.2    Rules of Conduct.....................................     36
        10.3    Legal, Accounting, Clerical..........................     36
        10.4    Interpretation of Provisions.........................     36
        10.5    Records of Administration............................     36
        10.6    Claims for Benefits..................................     37
        10.7    Liability of Committee...............................     38
        10.8    Unlocated Member.....................................     38
        10.9    Legal Representative.................................     38

Section 11 - AMENDMENTS, DISCONTINUANCE, LIABILITIES
----------
        11.1    Amendment............................................     39
        11.2    Termination..........................................     39
        11.3    Liability of Company.................................     39

Section 12 - MISCELLANEOUS
----------
        12.1    Employment...........................................     40
        12.2    Benefits Not Assignable..............................     40
        12.3    Discharge of Liability...............................     40
        12.4    Governing Laws.......................................     40

                                      iii
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        12.5    Limitation on Mergers................................     40
        12.6    Delegation of Fiduciary or Administrative
                 Responsibilities....................................     40
        12.7    Named Fiduciary......................................     41

Section 13 - ROLLOVERS
----------
        13.1    Rollovers from Other Qualified Plans.................     42
        13.2    Transfers from Individual Retirement Accounts........     42
        13.3    Membership...........................................     42
        13.4    Administration.......................................     43

Section 14 - TOP HEAVY PROVISIONS
----------
        14.1    Definitions..........................................     44
        14.2    Minimum Allocation...................................     47
        14.3    .....................................................     48
        14.4    .....................................................     48
        14.5    .....................................................     48
        14.6    .....................................................     48

Section 15 - SPECIAL PROVISIONS APPLICABLE TO EMPLOYEES OF THE
----------   COMPANY SECONDED TO SOUTHERN ENERGY MARKETING, L.P.

        15.1    .....................................................     49
        15.2    .....................................................     49
        15.3    .....................................................     49
        15.4    .....................................................     49
        15.5    .....................................................     49

                                       iv
<PAGE>


                             VASTAR RESOURCES, INC.
                           CAPITAL ACCUMULATION PLAN

                                  INTRODUCTION

This Plan is intended to qualify as a Stock Bonus Plan under (S)401(a) of the
Internal Revenue Code of 1986, as amended, and as a Qualified Cash or Deferred
Arrangement under (S)401(k) of the Code.  Part of the Plan (the "ESOP Part") is
intended to qualify as an Employee Stock Ownership Plan under (S)4975(e)(7) of
the Code and such part is designed to invest primarily in Vastar Resources, Inc.
Common Stock.

Effective March 14, 1999, the Vastar Resources, Inc. Capital Accumulation Plan,
the Vastar Resources, Inc. Savings Plan II, the Vastar Resources, Inc. Savings
Plan (the "Predecessor Plans") are merged into the Vastar Resources, Inc.
Capital Accumulation Plan II and the name of the plan is changed to the Vastar
Resources, Inc. Capital Accumulation Plan.

The class of employees eligible to participate in this Plan previously
participated in the Atlantic Richfield Capital Accumulation Plan II and Atlantic
Richfield Savings Plan II.  The assets and liabilities of the Atlantic Richfield
Capital Accumulation Plan II and the Atlantic Richfield Savings Plan II
allocable as of June 30, 1994 to the participants in this Plan who commenced
participation effective July 1, 1994 were transferred to this Plan.  This Plan
is a continuation of the Atlantic Richfield Capital Accumulation Plan II and
Atlantic Richfield Savings Plan II with respect to the former participants of
such plans who transferred to, and commenced participation in, this Plan
effective July 1, 1994.

This amendment and restatement of the Plan is effective March 15, 1999, except
as otherwise indicated, and is intended to bring the Plan into compliance with
the Uniformed Services Employment and Re-employment Act of 1994, Small Business
Protection Act of 1996, subsequent legislation, and relevant regulations and
rulings.  The provisions of this amended and restated plan apply to persons who
are employed on or after March 15, 1999, unless otherwise indicated.

                                       1
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                                   SECTION 1
                                  DEFINITIONS

1.1  "Acquisition Loan"  means a loan or other extension of credit used by the
     Trustee to finance the acquisition of Vastar Resources, Inc. Company Common
     Stock.

1.2  "Administrator"  means the Capital Accumulation Plan Administrative
     Committee.

1.3  "Annual Earnings" or "Earnings"  means the annual, actual wages or salary
     paid to a Member for the Member's personal service, including the amount of
     any Employee contribution pursuant to (S)125 and (S)401(k) of the Code, as
     amended, but excluding, effective September 1, 1994, foreign service
     premiums(1), and extra pay such as overtime, premiums, bonuses, living or
     other allowances.  Annual Earnings shall not exceed a Member's regular
     wages or salary as determined by the Company.  Annual Earnings or Earnings
     shall not exceed $160,000, as adjusted each Plan Year pursuant to
     (S)401(a)(17)(B) of the Code.

1.4  "Capital Accumulation Plan Administrative Committee" means the committee
     provided for in Section 10 of this Plan.

1.5  "Code"  means the Internal Revenue Code of 1986, as amended.

1.6  "Company" means Vastar Resources, Inc. and such of its Subsidiaries or
     Affiliates whose Employees are included in this Plan upon authorization of
     the Board of Directors of Vastar Resources, Inc. and adoption of this Plan
     by the Board of Directors of such authorized Subsidiary or Affiliate.

1.7  "Credited Company Service" means service with the Company, a predecessor
     company, and/or a Subsidiary or Affiliate which service the Company
     recognizes, on a basis uniformly applicable to all persons similarly
     situated, for purposes of this Plan.

1.8  "Effective Date" means the effective date of this amended and restated Plan
     which is March 15, 1999, unless otherwise indicated.

1.9  "Elective Deferrals" or "Deferrals" means reductions pursuant to an
     Employee Contribution Agreement of a Member's Annual Earnings, which
     amounts are transferred by the Company to the Trustee of the Plan.

-------------
(1)  The exclusion of foreign service premiums shall not apply to a Member who
     on September 1, 1994 is in a foreign assignment until such time as the
     Member leaves the country in which the Member is employed on September 1,
     1994 or, if later, completes the assignment in which the Member was engaged
     on September 1, 1994.

                                       2
<PAGE>

1.10  "Employee"  means any person who is employed by the Company, excluding:

         (a) Casual Employees, Project Employees and Leased Employees, as
             defined under the Vastar Resources, Inc. Employment Status
             Classification Policy;

         (b) Employees represented by any collective bargaining agent which has
             not negotiated the benefits of this Plan; and

         (c) Any division or group of employees which is expressly excluded from
             eligibility for the Plan by action of the Board of Directors of
             Vastar Resources, Inc. or, in the case of a Subsidiary or
             Affiliate, action by the Board of Directors of the Subsidiary or
             Affiliate by which such employees are paid.

1.11  "Employee Contribution Agreement" means an agreement entered into between
      the Member and the Company, and by which the Member agrees to accept a
      reduction in Earnings from the Company equal to any whole (or fractions,
      as required by adjustments under Paragraph 3.3, 3.4 or 4.4) percentage,
      per payroll period. This reduction may be on a pre-tax or after-tax basis,
      as elected by the Member. This agreement shall apply to each payroll
      period during the period it is in effect in which the Member receives
      Earnings. In consideration of such agreement, the Company will transfer to
      the Member's pre-tax Elective Deferral subaccount or to the Member's
      after-tax Member Contribution subaccount, as applicable, the amount of the
      Elective Deferrals or Member Contributions.

1.12  "ERISA"  means the Employee Retirement Income Security Act of 1974.

1.13  "Financed Shares"  means shares of Vastar Resources, Inc. Company Common
      Stock acquired by the Trustee with the proceeds of an Acquisition Loan.

1.14  "Former Member" means a Member whose membership has terminated pursuant to
      Paragraph 2.3 and whose account has not been fully distributed.

1.15  "Highly Compensated Employee", effective July 1, 1997, means:

      (a) Any employee who performs service during the determination year and is
          described in one or more of the following groups:

          (i)  An employee who is a five percent owner, as defined in
               (S)416(i)(1) of the Code, at any time during the determination
               year or the look-back year, as defined below; or

          (ii) An employee who receives compensation in excess of $80,000, as
               adjusted pursuant to (S)415(d) of the Code during the look-back
               year.

                                       3
<PAGE>

      (b)  For purposes of the definition of Highly Compensated Employee the
           following will apply:

          (i)   The determination year is the Plan Year for which the
                determination of who is highly compensated is being made.

          (ii)  The look-back year is the 12-month period immediately preceding
                the determination year; provided, however, that for the Plan
                Year beginning March 15, 1999, the look-back year shall be the
                calendar beginning January 1, 1999.

          (iii) Employers aggregated under (S)414(b), (c), (m), or (o) of the
                Code are treated as a single employer.

          (iv)  Compensation, for purposes of this Paragraph 1.15 means
                compensation within the meaning of (S)415(c)(3) of the Code
                without regard to (S)125, (S)402(e)(3) and (S)402(h)(1)(B) of
                the Code.

          (c) A former Employee who has a separation year prior to the
              determination year and who was a highly compensated active
              employee for either (i) such employee's separation year, or (ii)
              any determination year ending on or after the employee's 55th
              birthday will be a Highly Compensated Employee. Generally, a
              separation year is the determination year the employee separates
              from service. An employee who separated from service before
              January 1, 1987, will be included as a Highly Compensated Employee
              only if the Employee was a five percent owner or received
              compensation in excess of $50,000 during the year.

1.16  "Hour of Service"  means:

          (a) Each hour for which an Employee is paid, or entitled to payment,
              for the performance of duties for the Company or any Subsidiary or
              Affiliate during the computation period in which the duties are
              performed.

          (b) Each hour for which an Employee is paid, or entitled to payment,
              by the Company or any Subsidiary or Affiliate on account of a
              period of time during which no duties are performed (irrespective
              of whether the employment relationship has terminated) due to
              vacation, holiday, illness, incapacity (including disability),
              layoff, jury duty, military duty or leave of absence.

          (c) Each hour for which back pay, irrespective of mitigation of
              damages, is either awarded or agreed to by the Company or any
              Subsidiary or Affiliate. Such hours shall be credited to the
              Employee for the computation period or periods to which the award
              or agreement pertains.

                                       4
<PAGE>

          (d) An Employee will be credited with 200 Hours of Service, to the
              extent required by Federal law, for each month during which the
              Employee is on active duty in the Armed Forces of the United
              States and for which the Employee is not paid or entitled to be
              paid by the Company or any Subsidiary or Affiliate.

          (e) Hours credited for any period under any provision of this
              Paragraph 1.16 may not also be credited for the same period under
              any other provisions of this Plan. Hours shall be credited under
              Subparagraphs 1.16(a) through (c) pursuant to U.S. Department of
              Labor Regulations under 29CFR (S)2530.200b-2, which are
              incorporated herein by this reference.

          (f) For all purposes under the Plan, an Employee shall be credited
              with 200 Hours of Service for each calendar month in which the
              Employee would otherwise be credited with one or more Hours of
              Service.

          (g) Solely for purposes of determining whether a break in service has
              occurred in a computation period, and to the extent it does not
              duplicate Hours of Service credited under any other provision of
              this Paragraph 1.16, an individual who is absent from work for
              maternity or paternity reasons shall receive credit for the Hours
              of Service which would otherwise have been credited to such
              individual but for such absence, or in any case in which such
              hours cannot be determined, eight Hours of Service per day of such
              absence. For purposes of this subparagraph, an absence from work
              for maternity or paternity reasons means an absence which is (i)
              by reason of the pregnancy of the individual; (ii) by reason of a
              birth of a child of the individual; (iii) by reason of the
              placement of a child with the individual in connection with the
              adoption of the child by such individual; or (iv) for purposes of
              caring for such child for a period beginning immediately following
              such birth or placement. The Hours of Service credited under this
              subparagraph shall be credited within the computation period in
              which the absence begins if the crediting is necessary to prevent
              a break in service in that period, or in all other cases, in the
              following computation period.

1.17  "Matching Contributions"  means the Company contribution pursuant to
      Paragraph 4.1 of the Plan.

1.18  "Member"  means an Employee who has qualified for membership in accordance
      with the requirements of this Plan and whose membership has not terminated
      in accordance with Paragraph 2.3 of the Plan.

1.19  "Member's Account" or "Account" means a separate account maintained by the
      Trustee for each Member consisting of (a) one subaccount to which is
      allocated the Member's Elective Deferrals, as adjusted for earnings and
      withdrawals, and realized and unrealized gains and losses attributable
      thereto; (b) a second subaccount to which is allocated Member
      Contributions as adjusted for earnings and withdrawals,

                                       5
<PAGE>

      and realized and unrealized gains and losses attributable thereto; (c) a
      third subaccount to which is allocated the Company's contributions as
      adjusted for earnings and withdrawals, and realized and unrealized gains
      and losses attributable thereto; and (d) a fourth subaccount to which is
      allocated rollovers pursuant to Section 13 as adjusted for earnings and
      withdrawals, and realized and unrealized gains and losses attributable
      thereto.

1.20  "Member Contributions"  means after-tax reductions in the Member's Annual
      Earnings pursuant to an Employee Contribution Agreement, which amounts are
      transferred by the Company to the Trustee.

1.21  "Plan" or "Plans"  means the Vastar Resources, Inc. Capital Accumulation
      Plan as set forth herein, and any amendments thereto.

1.22  "Plan Year"  means the period commencing on March 15, 1999 and ending on
      December 31, 1999.  Thereafter, the Plan Year shall be the calendar year.

1.23  "Subsidiary" or "Affiliate"  means:

          (a) All corporations which are members of a controlled group of
              corporations within the meaning of (S)1563(a) of the Code
              (determined without regard to (S)1563(a)(4) and (S)1563(e)(3)(c)
              of such Code) and of which Vastar Resources, Inc. is then a
              member.

          (b) All trades or businesses, whether or not incorporated, which,
              under the regulations prescribed by the Secretary of the Treasury
              pursuant to (S)210(d) of ERISA or (S)414(c) of the Code are then
              under common control with Vastar Resources, Inc.

      Subsidiary or Affiliate shall be determined by substituting "more than 50
      percent" or "at least 80 percent" each place it appears in the
      aforementioned Code sections.

1.24  "Trust Agreement" means the agreement of trust between the Trustee and
      Vastar Resources, Inc. to hold contributions from the Company, Deferrals
      and Member Contributions of Members, transfers and rollovers, and
      investments thereof and earnings thereon.

1.25  "Trustee"  means the persons or corporations, or both, designated by the
      Trust Agreement.  The duties and responsibilities of the Trustee shall be
      those set forth in the Trust Agreement.

1.26  "Valuation Date"  means the date or dates established by the Administrator
      for the valuation of the assets of the Plan.  In no event shall the assets
      of the Plan be valued less frequently than once each Plan Year.

                                       6
<PAGE>

                                   SECTION 2
                            MEMBERSHIP - ELIGIBILITY

2.1  Membership

          (a) Elective Deferrals and Member Contributions - An Employee who is
              paid on the United States dollar payroll of the Company may become
              a Member and make Elective Deferrals and/or Member Contributions
              on or after the Employee's date of employment.

          To become a Member, an Employee must enter into an Employee
          Contribution Agreement in accordance with Section 3.

          (b) Company Contributions - An Employee who is paid on a United States
              dollar payroll of the Company shall be eligible for Matching
              Contributions with respect to Elective Deferrals on the earlier of
              (i) or (ii) below:

              (i) Completion of six months of Credited Company Service, or

              (ii) The end of any 12-consecutive-month period during which the
                   Employee completes at least 1,000 Hours of Service. Such 12-
                   consecutive-month period shall commence on the Employee's
                   date of employment or any anniversary thereof.

2.2  Notice to Administrator

The Company shall advise the Administrator as to the date an Employee becomes a
Member. In the event that any question arises as to the eligibility of any
Employee, the decision of the Administrator as to such Employee's eligibility
shall be binding upon the Company, the Employees, the Members, the
beneficiaries, and any and all other persons having or claiming any interest
hereunder.

2.3  Membership Termination

          (a) An Employee's membership shall terminate upon:

              (i)   Death, disability, dismissal, retirement or termination of
                    employment for any other reason;

              (ii)  Continuation of a Participant's employment with an acquiring
                    corporation in conjunction with a sale to the acquiring
                    corporation of substantially all of the assets used by the
                    Company or any Subsidiary or Affiliate in a trade or
                    business which such entity conducts; or

              (iii) A disposition of the Company's interest in a Subsidiary or
                    Affiliate when the Participant continues employment with
                    such Subsidiary or Affiliate.

                                       7
<PAGE>

          (b) A Member may not voluntarily terminate membership in this Plan
              during active employment with the Company.

          (c) If a Member transfers employment to a Subsidiary or Affiliate of
              the Company which is not participating in this Plan, or to an
              employment classification excluded from Plan participation, the
              Member's eligibility to make Elective Deferrals and Member
              Contributions, and to receive Matching or nonelective
              Contributions shall cease, but the Member's Account shall not be
              distributed until the Member has terminated employment with Vastar
              Resources, Inc. or all of its Subsidiaries or Affiliates or is
              involved in a sale described in Subparagraph 2.3(a)(ii) or (iii).

2.4 Member Suspension

If an Employee is a Member of a defined contribution plan of the Company
(including the Predecessor Plans), or a Subsidiary or Affiliate, and the
Elective Deferrals to such plan of the Company or Subsidiary or Affiliate are
suspended at the time the Employee becomes eligible for membership in this Plan,
the Elective Deferrals and Employee's Contributions to the Plan shall commence
with the first full pay period beginning on or after the date on which such
period of suspension then in effect under the plan of the Company, or the
Subsidiary or Affiliate, ends.


2.5 Member Transfers

If a Member transfers to employment with a Subsidiary or Affiliate of the
Company, which maintains a capital accumulation plan, the Member's Account shall
be transferred to the capital accumulation plan of the Subsidiary or Affiliate
in accordance with procedure established by the Administrator.


2.6 Capital Accumulation Plan Assets

          (a) Upon the transfer of employment from the Atlantic Richfield
              Company of an Employee eligible to participate in the Plan, any
              assets maintained under the Atlantic Richfield Capital
              Accumulation Plan on behalf of such Employee will be transferred
              to the Plan in the same investment alternatives held as of the
              transfer date, and such transferred assets will be subject to the
              reinvestment provisions under Paragraph 6.4, except as provided
              herein:

              (i) Any Atlantic Richfield Company Common Stock attributable to
                  the Member Deferrals, Member Contributions and Rollover
                  Contributions under the non-ESOP Part of the Atlantic
                  Richfield Capital Accumulation Plan, transferred on behalf of
                  a Member to the Member Account described in Paragraph 1.19(a),
                  1.19(b) and 1.19(d) of the

                                       8
<PAGE>

                    Plan, will remain so invested, with future dividends being
                    reinvested in such stock, absent the Member's direction to
                    reinvest such assets pursuant to Paragraph 6.4 of the Plan;
                    provided, however, that any assets converted from Atlantic
                    Richfield Company Common Stock to another investment
                    alternative under the Plan may not be reinvested in Atlantic
                    Richfield Company Common Stock.

              (ii)  Any Atlantic Richfield Company Common Stock attributable to
                    the Member Deferrals, Member Contributions and Rollover
                    Contributions under the ESOP Part of the Atlantic Richfield
                    Capital Accumulation Plan, transferred on behalf of a Member
                    to the Member Account described in Paragraph 1.19(a),
                    1.19(b) and 1.19(d) of the Plan, will remain so invested,
                    with future dividends being distributed as described in
                    Subparagraph 6.10(a) of the Plan, absent the Member's
                    direction to reinvest such assets pursuant to Paragraph 6.4
                    of the Plan. Any assets converted from Atlantic Richfield
                    Company Common Stock to another investment alternative under
                    the Plan may not be reinvested in Atlantic Richfield Company
                    Common Stock.

              (iii) Any Atlantic Richfield Company Common Stock attributable to
                    the Company Contributions under the ESOP Part of the
                    Atlantic Richfield Capital Accumulation Plan, transferred on
                    behalf of a Member to the Member Account described in
                    Paragraph 1.19(c) of the Plan, will remain so invested with
                    future dividends being distributed as described in
                    Subparagraph 6.10(a) of the Plan, unless the Member elects
                    to convert such assets to the Vastar Resources, Inc. Common
                    Stock. Any assets in the Member Account described in
                    Paragraph 1.19(c) may only be converted to Vastar Resources,
                    Inc. Common Stock in accordance to Paragraph 6.3, and may
                    not be reinvested in Atlantic Richfield Company Common
                    Stock.

          (b) Effective March 15, 1999, shares of Atlantic Richfield Company
              Common Stock held in the ESOP Part of the Plan may no longer be
              converted to shares held under the non-ESOP Part of the Plan, and
              such non-ESOP shares may no longer be converted to shares held
              under the ESOP Part of the Plan.

          (c) Common Stock of a Subsidiary or Affiliate held by the Plan shall
              be subject to the sale and voting provisions of Section 6.

                                       9
<PAGE>

                                   SECTION 3
                          MEMBERS' ELECTIVE DEFERRALS

3.1  Members' Elections

          (a) Each Member who is an Employee may enter into an Employee
              Contribution Agreement with the Company providing for withholding
              of Elective Deferrals and/or Member Contributions from each of the
              Member's regular paychecks at a rate of one percent to 27 percent
              of the Member's Earnings, in whole percentages. An Employee
              Contribution Agreement shall remain in effect until changed by the
              Member, except as otherwise set forth in this Section 3.

          (b) A Member's election shall be made in the manner prescribed by the
              Administrator and shall include such information as the
              Administrator may require. A Member may change the Member's
              election with respect to the Member's rate of future contributions
              at any time by giving notice in such manner as is prescribed by
              the Administrator. Such changes shall be effective as soon as
              administratively feasible after the date of receipt of such notice
              by the Administrator, or its delegate.

          (c) The Company may limit or reduce its Employee Contribution
              Agreement with any Member at any time, on a nondiscriminatory
              basis, to the extent necessary to ensure compliance with the
              limitations of Paragraph 3.3, 3.4, 4.4 or 4.7.

          (d) A Member's Elective Deferrals and Member Contributions will be
              suspended as follows:

              (i) Upon the Member's transfer, other than on an approved leave of
                  absence, to employment with:

                  (1) A Subsidiary or Affiliate which is not participating in
                      the Plan; or

                  (2) Vastar Resources, Inc. or any of its Subsidiaries or
                      Affiliates in such foreign countries as the Company shall
                      designate; the Member's Elective Deferrals and/or Member
                      Contributions shall automatically be suspended while the
                      Member remains in such employment.

              (ii)  Upon the Member's transfer to an employee group of the
                    Company that is not participating in the Plan.

              (iii) As described in Section 7.

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3.2  Contribution of Elective Deferrals and Member Contributions

The Company shall pay to the Trustee on behalf of each Member the Elective
Deferrals and Member Contributions elected by the Member. A Member's Elective
Deferrals and Member Contributions shall be paid to the Trustee the earlier of
the date such Elective Deferrals and Member Contributions can reasonably be
segregated from the Company's general assets or the 15th day of the month
following the month in which the Elective Deferrals and Member Contributions
would have been paid to the Member. Elective Deferrals and Member Contributions
may be paid to the Trustee in the following forms:

          (a) To the extent that a Member has directed pursuant to the Plan that
              his or her Elective Deferrals and/or Member Contributions be
              invested in an option other than Vastar Resources, Inc. Common
              Stock, such Elective Deferrals and/or Member Contributions shall
              be paid to the Trustee in cash;

          (b) To the extent that a Member has directed pursuant to the Plan that
              his or her Elective Deferrals and/or Member Contributions be
              invested in Vastar Resources, Inc. Company Common Stock under the
              Non-ESOP Part of the Plan, such Elective Deferrals and/or Member
              Contributions may be paid to the Trustee in cash, in shares of
              Vastar Resources, Inc. Common Stock, or in any combination
              thereof; and

          (c) To the extent that a Member has directed pursuant to the Plan that
              his or her Elective Deferrals and/or Member Contributions be
              invested in Vastar Resources, Inc. Common Stock under the ESOP
              Part of the Plan, such Elective Deferrals and/or Member
              Contributions may be paid to the Trustee in cash, in shares of
              Vastar Resources, Inc. Common Stock, in the form of forgiveness of
              indebtedness on an Acquisition Loan from the Company to the Plan,
              or in any combination thereof.

3.3  Annual Dollar Limitation

          (a) A Member's Elective Deferrals for a calendar year, when considered
              together with the amount of salary reduction elected by the Member
              under any other plan meeting the requirement of (S)401(k) of the
              Code, may not exceed $10,000, as adjusted pursuant to Code
              (S)415(d).

          (b) Once a Member's Elective Deferrals reach the limitation described
              in Subparagraph 3.3(a), all subsequent deferrals will be suspended
              for the remainder of the calendar year. Elective Deferrals will
              automatically resume on the following January 1. Unless the Member
              elects to change the Elective Deferral percent according to
              Paragraph 3.1, Elective Deferrals will resume at the rate in
              effect on the suspension date.

                                       11
<PAGE>

          (c) If a Member notifies the Administrator on or before March 31 after
              the close of a calendar year that the Member's total Elective
              Deferrals (within the meaning of (S)402(g)(3) of the Code) for
              such calendar year exceed the limitation of Subparagraph 3.3(a),
              the Administrator shall direct that such excess Elective
              Deferrals, plus any income and minus any loss allocable thereto
              for the calendar year, be distributed no later than the April 15
              following notification to the Administrator. A Member is deemed to
              notify the Administrator of Elective Deferrals in excess of the
              limitation in Subparagraph 3.3(a) that arise by taking into
              account those Elective Deferrals made to the Plan or to any other
              Plan of the Company or a Subsidiary or Affiliate.

          (d) For purposes of Subparagraph 3.3(c), gain or loss allocable to
              excess Elective Deferrals shall be computed under the method used
              by the Plan to allocate gains and losses.

3.4  Actual Deferral Percentage Tests

The Plan shall comply with the requirements of (S)401(k)(3) of the Code, the
regulations thereunder, including Treas. Reg. 1.401(k)-1(b) and Internal Revenue
Service guidance in this regard, which provisions are incorporated herein by
this reference. To the extent permitted by regulations, Matching Contributions
described in Paragraph 4.1 and nonelective contributions described in Paragraph
4.8 may, at the discretion of the Administrator, be deemed Elective Deferrals
for purposes of this Paragraph 3.4. Effective July 1, 1997, in determining
whether the Plan satisfies the requirements of (S)401(k)(3) of the Code, the
Plan shall use the prior-year testing method.

3.5  Distribution of Excess Contributions

          (a) If the average actual deferral percentage test of Paragraph 3.4 is
              not satisfied for a Plan Year, then the Excess Contributions, as
              defined below, and gain or loss allocable thereto, shall be
              distributed, to the extent required under Treasury regulations, no
              later than the last day of the Plan Year following the Plan Year
              for which the Excess Contributions were made.

          (b) Effective July 1, 1997, for purposes of this paragraph, Excess
              Contributions shall consist of the excess of the aggregate amount
              of Elective Deferrals made by or on behalf of the affected Highly
              Compensated Employees over the maximum amount of all such
              contributions permitted under the test of Paragraph 3.4. In
              reducing the excess contributions hereunder, the reduction shall
              be first applied to the Highly Compensated Employee with the
              highest percentage under Paragraph 3.4. If reductions are further
              required to comply with Paragraph 3.4, such reductions shall be
              applied to the Highly Compensated Employee with the next highest
              percentage, and so forth until the nondiscrimination test of
              Paragraph 3.4 is satisfied. The aggregate amount of reductions
              determined in the preceding sentence shall be

                                       12
<PAGE>

              distributed, together with gain or loss allocable thereto, to the
              Highly Compensated Employees with the highest dollar amount of
              Elective Deferrals. The Elective Deferrals of the Highly
              Compensated Employee with the highest dollar amount of Elective
              Deferrals are reduced by the amount required to cause such Highly
              Compensated Employee's Elective Deferrals to equal the Elective
              Deferral amount of the Highly Compensated Employee with the next
              highest dollar amount of Elective Deferrals. If the total amount
              distributed to the Highly Compensated Employee is less than the
              total Excess Contribution, this process shall be repeated until
              the total Excess Contributions are distributed.

          (c) The gain or loss allocable to Excess Contributions shall be
              determined by multiplying the gain or loss allocable to the
              Member's Elective Deferrals for the Plan Year by a fraction, the
              numerator of which is the Excess Contributions made on behalf of
              the Member for the Plan Year, and the denominator of which is the
              sum of the Member's Account balances attributable to the Member's
              Elective Deferrals amounts on the last day of the Plan Year.

3.6  Make-Up Elective Deferrals and Member Contributions

Notwithstanding any provision of the Plan to the contrary, Elective Deferrals
and Member Contributions with respect to qualified military service may be made
in accordance with (S)414(u) of the Code.

                                       13
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                                   SECTION 4
                              COMPANY CONTRIBUTION

4.1  Matching Contribution

Subject to the provisions of Paragraphs 4.3 and 4.4, for each pay period, the
Company shall pay to the Trustee a contribution on behalf of each Member equal
to 160 percent of the Member's Elective Deferrals, including Elective Deferrals
under Paragraph 3.6, for the pay period which do not exceed five percent of the
Member's Earnings for the pay period. This contribution shall be made no later
than 30 days following the date on which the related Member Deferrals are made,
or as soon as administratively practicable, if later, and except for Members who
have attained age 55, shall be made under the ESOP Part of the Plan.

4.2  Form of Contribution

Matching Contributions may be made in the form of cash, shares of Vastar
Resources, Inc. Common Stock, forgiveness of indebtedness on an Acquisition Loan
from the Company to the Plan, or any combination of the foregoing.

4.3  Members Excluded From Contribution

The Matching Contribution shall not be made on behalf of a Member described in
one or more of the following subparagraphs:

          (a)  A Member who is an officer of Vastar Resources, Inc.; or

          (b)  A Member whose base salary is more than $150,000 on an annualized
               basis.

4.4  Actual Contribution Percentage Test

With respect to Member Contributions and Matching Contributions, the Plan shall
comply with the requirements of (S)401(m)(2) of the Code, the regulations
thereunder, including Treas. Reg. (S)1.401(m)-1(b) and Internal Revenue Service
guidance in this regard, which provisions are incorporated herein by this
reference. To the extent permitted by regulations, Elective Deferrals described
in Paragraph 3.1 and nonelective contributions described in Paragraph 4.8 may,
at the discretion of the Administrator, be taken into account in satisfying the
requirements of this Paragraph 4.4. Effective July 1, 1997, in determining
whether the Plan satisfies the requirements of Section 401(m)(2) of the Code,
the Plan shall use the prior-year testing method.

4.5  Distribution of Excess Aggregate Contributions

                                       14
<PAGE>

          (a)  If the nondiscrimination tests of Paragraph 4.4 are not satisfied
               for a Plan Year, then the Excess Aggregate Contributions, as
               defined below, and any gain or loss allocable thereto, shall be
               distributed to the Member on whose behalf the Excess Aggregate
               Contributions were made no later than the last day of the Plan
               Year following the Plan Year for which such Excess Aggregate
               Contributions were made. Member Contributions shall be
               distributed before Matching Contributions.

               Notwithstanding the foregoing, to the extent otherwise required
               to comply with the requirements of (S)401(a)(4) of the Code and
               regulations thereunder, vested Matching Contributions may be
               forfeited.

          (b)  Effective July 1, 1997, for purposes of this paragraph, Excess
               Aggregate Contributions shall consist of the excess of the amount
               of Member Contributions, Matching Contributions, and Elective
               Deferrals (to the extent not used to satisfy the average actual
               deferral percentage test of Section 3.4) made on behalf of the
               affected Highly Compensated Employees over the maximum amount of
               all such contributions permitted under the nondiscrimination
               tests under Paragraph 4.4. In reducing the Excess Aggregate
               Contributions hereunder, the reduction shall be first applied to
               the Highly Compensated Employee with the highest percentage under
               Paragraph 4.4. If reductions are further required to comply with
               Paragraph 4.4, such reductions shall be applied to the Highly
               Compensated Employee with the next highest percentage, and so
               forth until the nondiscrimination tests of Paragraph 4.4 are
               satisfied. The aggregate amount of reductions determined in the
               preceding sentence shall be distributed together with gain or
               loss allocable thereto, to the Highly Compensated Employees with
               the highest dollar amount of Member Contributions and Matching
               Contributions. The Member Contributions and Matching
               Contributions of the Highly Compensated Employee with the highest
               dollar amount of such contributions are reduced by the amount
               required to cause such Highly Compensated Employee's Member
               Contributions and Matching Contributions to equal the Member
               Contributions and Matching Contributions of the Highly
               Compensated Employee with the next highest dollar amount of such
               contributions. If the total amount distributed to the Highly
               Compensated Employee is less than the total Excess Aggregate
               Contribution, this process shall be repeated until the total
               Excess Aggregate Contributions are distributed.

          (c)  The gain or loss allocable to Excess Aggregate Contributions
               shall be determined by multiplying the gain or loss allocable to
               such contributions by a fraction, the numerator of which is the
               Excess Aggregate Contributions on behalf of the Member for the
               Plan Year, and the denominator of which is the sum of the
               Member's Account balances attributable to Excess Aggregate
               Contributions on the last day of the Plan Year.

                                       15
<PAGE>

4.6 Limitation On The Multiple Use Alternative

          (a)  The sum of the average actual deferral percentage of Highly
               Compensated Employees under Paragraph 3.4 and the average
               contribution percentage of Highly Compensated Employees under
               Paragraph 4.4 shall not exceed the "aggregate limit", as defined
               in (S)401(m)(9) of the Code and the regulations thereunder.

          (b)  If the aggregate limit is exceeded, the average contributions
               percentage of the Highly Compensated Employees shall be reduced
               in accordance with the provisions of Paragraph 4.5. In lieu of
               reducing the average contribution percentage, the Administrator
               may reduce the average actual deferral percentage of the Highly
               Compensated Employees in accordance with the provisions of
               Paragraph 3.4. The reductions under this paragraph shall be made
               only to the extent necessary to comply with the restrictions on
               the multiple use of the alternative limitation within the meaning
               of Code (S)401(m)(9).

4.7  Section 415 Limitations

          (a)  In addition to other limitations set forth in the Plan and
               notwithstanding any other provisions of the Plan, "annual
               additions" made to this Plan (and all other defined contribution
               plans required to be aggregated with the Plan under the
               provisions of (S)415 of the Code) shall not exceed an amount in
               excess of the limit set forth in such section of the Code. For
               purposes of calculating such limit under (S)415 of the Code, the
               "limitation year" shall be the calendar year. Elective Deferrals,
               Member Contributions and Matching Contributions in excess of the
               actual deferral and contribution percent tests of Sections 3.4
               and 4.4 are considered annual additions even if corrected through
               distribution.

          (b)  If the limitations described in (S)415(c) of the Code are
               exceeded for a Member for a limitation year, the excess will be
               eliminated as follows:

               (i)   Provisions of any other defined contribution plans
                     established by the Company or a Subsidiary or Affiliate
                     which have caused the limits to be exceeded will be
                     applied; provided, however, that if such other Plan is
                     described in (S)401(k) of the Code, the provisions of the
                     Plan in which the Member is active as of the last day of
                     the limitation year shall be applied before the provisions
                     of the Plan in which the Member is inactive.

               (ii)  Amounts attributable to after-tax contributions made by the
                     Member to the Plan (or any other plan maintained by the
                     Company or any Subsidiary or Affiliate) shall be paid to
                     the Member.

                                       16
<PAGE>

               (iii) Amounts attributable to Elective Deferrals made by a Member
                     to the Plan (or any other plan maintained by the Company or
                     a Subsidiary or Affiliate) shall be paid to the Member.

               (iv)  The excess, if any, will be held unallocated in a suspense
                     account. The suspense account will be applied to reduce
                     contributions for remaining Members in the limitation year,
                     and each succeeding limitation year, if necessary. If a
                     suspense account is in existence at any time during the
                     limitation year pursuant to this subparagraph, it will not
                     participate in the allocation of the investment gains and
                     losses.

          (c)  Prior to January 1, 2000, if the limitations described in
               (S)415(e) of the Code are exceeded for a Member for a limitation
               year, the excess will be eliminated by applying the provisions of
               the defined benefit plan in which the Member participates.

4.8  Nonelective Contributions

          (a)  The Company, in its sole discretion, may make a nonelective
               contribution to the Accounts of certain Members who are not
               highly compensated to the extent necessary to satisfy the
               requirement of Paragraph 3.4 and/or 4.4 of the Plan, or to assist
               the Plan or any other plan of the Company or any Subsidiary or
               Affiliate to satisfy the requirements of (S)410(b) of the Code.

          (b)  A contribution under Subparagraph 4.8(a) shall be allocated to
               eligible Members in the ratio that the Earnings of each such
               Member for the Plan Year bears to the total Earnings of all such
               Member's for the Plan Year.

          (c)  The Company shall make contributions necessary to reinstate
               Members' Accounts pursuant to Paragraph 10.8 of the Plan.

          (d)  The Company may make contributions necessary to correct
               administrative errors relative to a Member's Account.


4.9  Exclusive Benefit

The corpus or income of the trust may not be divested to or used for other than
the exclusive benefit of the Members and their beneficiaries and to defray
reasonable expenses of administering the Plan.

                                       17
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                                   SECTION 5
                                FINANCED SHARES


5.1  Acquisition Loans

Vastar Resources, Inc. by action of its Treasurer, may direct the Trustee to
incur Acquisition Loans from time to time to finance the acquisition of Vastar
Resources, Inc. Common Stock (Financed Shares) under the ESOP Part of the Plan
or to repay a prior Acquisition Loan. For this purpose, an installment
obligation incurred in connection with the purchase of Vastar Resources, Inc.
Common Stock shall be treated as an Acquisition Loan.

An Acquisition Loan shall be for a specific term, shall bear a reasonable rate
of interest, and shall not be payable on demand except in the event of default.
An Acquisition Loan may be secured by a pledge of the Financed Shares so
acquired (or acquired with the proceeds of a prior Acquisition Loan which is
being refinanced). No other assets of the Plan may be pledged as collateral for
an Acquisition Loan, and no lender shall have recourse against assets of the
Plan other than Financed Shares remaining subject to pledge. If the lender is a
"party in interest" (as defined in (S)3(14) of ERISA), the Acquisition Loan must
provide that in the event of default, assets of the Plan may be transferred to
the lender only upon, and to the extent of, the failure of the Plan to meet the
payment schedule of the Acquisition Loan. Any pledge of Financed Shares must
provide for the release of the shares so pledged as payments on the Acquisition
Loan are made by the Trustee and such Financed Shares are allocated to Members'
Accounts under Paragraph 5.2.

Payments of principal and/or interest on any Acquisition Loan shall be made by
the Trustee, as directed by the Company, only from: (a) Company Contributions
paid in cash to enable the Plan to make payments on such Acquisition Loan
(including Elective Deferrals and Member Contributions, to the extent that
Members have directed pursuant to the Plan that such Elective Deferrals and/or
Member Contributions be invested in shares of Vastar Resources, Inc. Common
Stock under the ESOP Part of the Plan) and earnings attributable thereto; (b)
the proceeds of any Acquisition Loan and the earnings attributable thereto; and
(c) any cash dividends received by the Plan on the Financed Shares purchased
with the proceeds of such Acquisition Loan. The payments made with respect to an
Acquisition Loan for a Plan Year must not exceed the sum of such Matching
Contributions, Elective Deferrals, Member Contributions, proceeds, earnings, and
dividends for that Plan Year and prior Plan Years, as reduced by the amount
applied to make such payments in prior Plan Years. As directed by Vastar
Resources, Inc. Company, the Trustee also may sell any Financed Shares that have
not yet been allocated to Members' Accounts and use the proceeds from such sale
to pay principal and/or interest on the Acquisition Loan used to acquire such
shares.

                                       18
<PAGE>

5.2  Payments on Acquisition Loan

The acquisition of Vastar Resources, Inc. Common Stock with the proceeds of an
Acquisition Loan may be made on the open-market, or from the Company, in a
single purchase or a series of purchases over a period of time. Prior to use for
such purchase or purchases, the Acquisition Loan proceeds may be invested by the
Trustee (as directed by Vastar Resources, Inc.) in interest-bearing accounts or
instruments. Interest derived therefrom shall be applied to make payments on the
Acquisition Loan, or, if the Acquisition Loan has been repaid in full, shall be
allocated as of the last day of the Plan Year among the Accounts of all Members
who have not terminated membership pursuant to Paragraph 2.3 as of such date in
proportion to their Earnings for the Plan Year.

All Financed Shares acquired by the Plan shall initially be credited to a loan
suspense account, and will be allocated to the Members' Accounts only as
payments on the Acquisition Loan are made. Release from the loan suspense
account for allocation to Members' Accounts in each Plan Year shall be based on
shares of stock or other non-monetary units, rather than by dollar amount, and
shall not be less than the number calculated as follows:

          (a)  The number of Financed Shares held in the loan suspense account
               immediately before the release in the current Plan Year shall be
               multiplied by a fraction, the numerator of which is the amount of
               principal and interest paid on the Acquisition Loan for that Plan
               Year, and the denominator of which is the sum of the numerator
               plus the total payments of principal and interest on that
               Acquisition Loan projected to be paid for all future Plan Years.
               For this purpose, the interest to be paid in future Plan Years is
               computed by using the interest rate in effect as of the last day
               of the current Plan Year.

          (b)  In lieu of the method described in Subparagraph 5.2(a), the
               Company may elect (as to each Acquisition Loan) or the provisions
               of the Acquisition Loan may provide for the release of Financed
               Shares from the loan suspense account based solely on the ratio
               that the payments of principal for each Plan Year bear to the
               total principal amount of the Acquisition Loan. This method may
               be used only if: (i) the Acquisition Loan provides for annual
               payments of principal and interest at a cumulative rate that is
               not less rapid at any time than level annual payments of such
               amounts for ten years; (ii) interest included in any payment on
               the Acquisition Loan is disregarded only to the extent that it
               would be determined to be interest under standard loan
               amortization tables; and (iii) the entire duration of the
               Acquisition Loan repayment period does not exceed ten years, even
               in the event of a renewal, extension, or refinancing of the
               Acquisition Loan.

                                       19
<PAGE>

As of each date that payments (other than payments with the proceeds of a new
Acquisition Loan) are made on an Acquisition Loan, the Financed Shares released
from the loan suspense account shall be allocated to Members' Accounts in
proportion to the amounts debited from each Member's Account to make the
Acquisition Loan payments.

                                       20
<PAGE>

                                   SECTION 6
              INVESTMENT OF MEMBERS' AND FORMER MEMBERS' ACCOUNTS

6.1  Members' and Former Members' Accounts

The Administrator shall establish and maintain an Account in the name of each
Member and Former Member. Separate records shall be maintained with respect to
the portion of a Member's or Former Member's Account attributable to Elective
Deferrals, Member Contributions, rollovers under Section 13, Matching
Contributions, and earnings thereon.

6.2  Investment of Elective Deferrals, Member Contribution, Rollovers and
     Certain Matching Contributions

          (a)  In accordance with procedures established by the Administrator,
               the following amounts shall be invested by the Trustee among the
               investment alternatives authorized by the Administrator in the
               proportion indicated by the Member or Former Member in his or her
               investment directions provided to the Administrator, or its
               delegate:

               (i)   Elective Deferrals;

               (ii)  Member Contributions;

               (iii) Rollovers;

               (iv)  Matching Contributions pursuant to Subparagraph 6.3(b); and

               (v)   Matching Contributions to the Atlantic Richfield Savings
                     Plans II and III made prior to July 1, 1988.

          (b)  Notwithstanding anything in the Plan to the contrary, the Trustee
               may limit the daily volume of purchases or sales of Vastar
               Resources, Inc. Common Stock to the extent it believes such
               action to be in the best interest of Members or Former Members.

6.3      Investment of Company Contributions

          (a)  Except as provided in Subparagraph 6.3(b), all Matching
               Contributions and nonelective contributions pursuant to
               Subparagraph 4.8(a), and any amounts of interest attributable to
               the proceeds of an Acquisition Loan allocated to Members' or
               Former Members' Accounts pursuant to Paragraph 5.2 after the
               Acquisition Loan has been repaid in full, shall at all times be
               invested in Vastar Resources, Inc. Common Stock under the ESOP
               Part of the Plan. Contributions under Paragraph 4.1 made in cash
               shall be applied to purchase shares of Vastar Resources, Inc.
               Common Stock or to make payments on an Acquisition Loan within a
               reasonable time after being paid to the Trustee or after being
               allocated to Members' or Former Members' Accounts.

                                       21
<PAGE>

          (b)  A Member or Former Member who has attained age 55 may invest
               Company Contributions in any of the investment alternatives as
               set forth in Paragraph 6.2.

6.4  Member or Former Member Direction Of Investments

In accordance with procedures established by the Administrator, each Member or
Former Member may direct how his or her Account is to be invested among the
available investment funds. In the event a Member or Former Member fails to make
an investment election, with respect to all or any portion of his or her
Account, the Trustee shall invest all or such portion of his or her Account in
the investment fund to be designated by the Administrator. Under procedures
established by the Administrator, a Member or Former Member may change his or
her investment election, with respect to future contributions and amounts
previously accumulated in the Member's or Former Member's Account. Any such
change in a Member's or Former Member's investment election shall be effective
at such time as may be prescribed by the Administrator.

6.5  Allocation of Investment Experience

As of each Valuation Date, the investment funds of the Trust, other than shares
of Company Common Stock, shall be valued at fair market value, and the income,
loss, appreciation and deprecation (realized and unrealized), and any paid
expenses of the Trust attributable to such fund shall be apportioned among
Member's or Former Member's Accounts within the fund based upon the value of
each Account within the fund as of the preceding Valuation Date.

6.6  Manner and Time of Debiting Distributions

For any Member or Former Member who is entitled to receive a distribution from
his or her Account, the amount distributed shall be based upon the fair market
value of the Member's or Former Member's Account as of the Valuation Date
immediately preceding the distribution.

6.7  Title of Investments

All investments will be held in the name of the Trustee or its nominees.

6.8  Voting of Investments

Except as provided in Paragraph 6.9, the Trustee in accordance with the Trust
Agreement, shall exercise all voting and other rights associated with any
investments held in the Plan.

                                       22
<PAGE>

6.9  Voting of Vastar Resources, Inc. Common Stock

          (a)  The Trustee shall vote whole shares of Vastar Resources, Inc.
               Common Stock credited to each Member's or Former Member's Account
               in accordance with such Members' or Former Members' written
               instructions. Fractional shares of Vastar Resources, Inc. Common
               Stock shall be aggregated into whole shares of stock and voted by
               the Trustee, to the nearest whole vote, in the same proportion as
               shares are to be voted by the Trustee pursuant to Members' or
               Former Members' written instructions. In the absence of voting
               instructions by one or more Members or Former Members, the
               Trustee shall vote uninstructed shares, to the nearest whole
               vote, in the same proportion as shares are to be voted by the
               Trustee pursuant to Members' or Former Members' written
               instructions. The Trustee shall vote unallocated shares, to the
               nearest whole vote, in the same proportion as allocated shares
               are to be voted by the Trustee pursuant to Members' or Former
               Members' written instructions.

          (b)  The Trustee shall exercise rights other than voting rights
               attributable to whole shares of Vastar Resources, Inc. Common
               Stock credited to each Member's or Former Member's Account in
               accordance with such Members' or Former Members' written
               instructions. Rights attributable to fractional shares of Company
               Common Stock (which for this purpose shall be aggregated into
               whole shares of stock) shall be exercised by the Trustee in the
               same proportion as rights which are exercised by the Trustee
               pursuant to Members' or Former Members' written instructions. In
               the absence of instructions by one or more Members or Former
               Members, the Trustee shall exercise uninstructed rights in the
               same proportion as rights which are to be exercised by the
               Trustee pursuant to Members' or Former Members' written
               instructions. The Trustee shall exercise rights attributable to
               unallocated shares in the same proportion as rights attributable
               to allocated shares which are to be exercised by the Trustee
               pursuant to Members' or Former Members' written instructions.
               Notwithstanding the foregoing, in the absence of directions, the
               Trustee shall not tender shares of Common Stock in the same
               proportion as shares are tendered pursuant to Member's or Former
               Member's written instructions.

          (c)  The Trustee shall notify the Members or Former Members of each
               occasion for the exercise of voting rights and rights other than
               voting rights within a reasonable time before such rights are to
               be exercised. This notification shall include all the information
               that the Company distributes to shareholders regarding the
               exercise of such rights.

                                       23
<PAGE>

6.10  Allocation of Dividends on Vastar Resources, Inc. Common Stock

          (a)  To the extend authorized by the Administrator, any cash dividends
               declared on Vastar Resources, Inc. Common Stock held in a
               Member's or Former Member's Account under the ESOP Part of the
               Plan as of the record date for the dividend shall be paid in cash
               to the Member or Former Member (or, in the event of death, to the
               Member's or Former Member's beneficiary) on, or as soon as
               possible following, the payment date for the dividend.

          (b)  Any cash dividends declared on Vastar Resources, Inc. Common
               Stock held in a loan suspense account as of the record date for
               the dividend shall be used to make payments on the Acquisition
               Loan used to acquire the shares of stock held in such account.

          (c)  Except as provided in Subparagraphs 6.10(a) and (b), all
               dividends or other distributions attributable to shares of Vastar
               Resources, Inc. Common Stock shall be allocated to the Account of
               the Member or Former Member whose Account is credited with such
               shares.

6.11  Investment Advisory Fees

The investment advisory fees, if any, incurred for management of any of the
investment funds are charged to each respective fund.

6.12  Member or Former Member Protection

No shares of Vastar Resources, Inc. Common Stock held by the ESOP Part of the
Plan may be subject to a put, call or other option, or buy/sell or similar
arrangement. The provisions of this Paragraph 6.12 shall continue to be
applicable to the shares of Vastar Resources, Inc. Common Stock held by the ESOP
Part of the Plan even if such part ceases to be an Employee Stock Ownership Plan
under (S)4945(e)(7) of the Code.

6.13  Confidentiality

The Capital Accumulation Plan Administrative Committee shall be responsible for
ensuring the adequacy of procedures established by the Administrator to
safeguard the confidentiality of information relating to the purchasing, holding
and selling of Vastar Resources, Inc. Common Stock and any voting, tender or
similar rights relating to such stock.

                                       24
<PAGE>

                                   SECTION 7
                         WITHDRAWALS DURING EMPLOYMENT

7.1  Age 59 1/2 Withdrawal

A Member who has attained age 59 1/2 may request that all or a portion of the
Member's Account be paid to the Member. The request must be made at such time
and in such manner as prescribed by the Administrator.

7.2  Application and Basis for Hardship Withdrawal

          (a)  A Member may at any time request that the Member's Elective
               Deferrals (but not the earnings thereon) be paid to the Member
               due to financial hardship. The request must be made to the
               Administrator at such time and in such manner as prescribed by
               the Administrator and shall include such documentation and/or
               written explanation requested by the Administrator.

          (b)  The Administrator shall authorize a withdrawal on account of
               financial hardship only upon making a written determination that
               the withdrawal does not exceed the amount of the immediate and
               heavy financial need of the Member, including amounts withheld
               for taxes and the amount of any early distribution taxes, if any,
               and that the withdrawal is based on the need for funds under one
               or more of the five following circumstances:

               (i)   The payment of unreimbursable medical expenses described in
                     (S)29(d) of the Code previously incurred by the Member, the
                     Member's spouse, or any dependents of the Member (as
                     defined in (S)152 of the Code) or necessary for these
                     persons to obtain medical care;

               (ii)  The payment of all or a portion of the purchase price
                     (excluding mortgage payments) of a principal residence of
                     the Member;

               (iii) The payment of tuition and related educational expenses for
                     the next 12 months of post-secondary education for the
                     Member, his or her spouse, children or dependents, as
                     defined in Code (S)152;

               (iv)  The need to prevent the eviction of the Member from his or
                     her principal residence or foreclosure on the mortgage of
                     the Member's principal residence; and

               (v)   The need to satisfy a judgment of a federal, state or local
                     court against the Member (such withdrawal will be permitted
                     only if a written determination is made that such
                     withdrawal is necessary in light of immediate and heavy
                     financial need of the Member).

                                       25
<PAGE>

          (c) Hardship withdrawals shall be paid as follows:

               (i)   A hardship withdrawal shall be paid in a single payment to
                     the Member within 60 days following the Administrator's
                     favorable determination.

               (ii)  A hardship withdrawal shall not cause a termination of
                     Membership in the Plan.

          (d) As a condition to receiving the withdrawal:

               (i)   The Member must have obtained all distributions and all
                     nontaxable loans available as of the date of the withdrawal
                     under this Plan and any other employee benefit plan
                     maintained by the Company and any Subsidiary or Affiliate;

               (ii)  The Member's contributions to the Plan and any other
                     defined contribution or defined benefit employee pension
                     benefit plan maintained by the Company and any Subsidiary
                     or Affiliate are to be suspended for 12 months; and
                     Elective Deferrals shall be suspended for the remainder of
                     the calendar year in which the hardship distribution occurs
                     and the calendar year immediately following such calendar
                     year.

7.3  Partial Withdrawals of Member Contributions

          (a)  An application for partial withdrawal of funds attributable to
               Member Contributions must be in the form prescribed by the
               Administrator. Distribution will be made as soon as practicable
               after the date the application is received by the Administrator.

          (b)  A Member may make the following partial withdrawals during
               employment with the Company; provided, that (i) partial
               withdrawals under this Paragraph 7.3 are made at not less than
               six-month intervals, and (ii) Member Contributions made prior to
               January 1, 1987, must be withdrawn prior to withdrawal of any
               other contributions and earnings:

               (i)   Items in the Member's Account derived from Member
                     Contributions, and earnings thereon (Member Contributions
                     made prior to January 1, 1987 must be withdrawn first); and

               (ii)  Items in the Member's Account derived from Company
                     Contributions to the Atlantic Richfield Savings Plan II or
                     III made prior to July 1, 1988, and earnings thereon.

                                       26
<PAGE>

                                   SECTION 8
             PAYMENTS ON TERMINATION OF MEMBERSHIP OR OTHER REASONS

8.1  Termination of Membership

     (a)  If a Member's membership in the Plan is terminated due to disability,
          termination of employment for any other reason except death, or as the
          result of a sale described in Subparagraphs 2.3(a)(ii) or (iii), the
          Member may receive all items in the Member's Account.  Each Member
          shall be fully vested at all times in all items in the Member's
          Account, whether the same be derived from Elective Deferrals, Member
          Contributions, Company Contributions or rollovers, and earnings
          thereon.

     (b)  Upon the election of the Member who has terminated membership, all
          items in such Member's Account shall be distributed to the Member.
          With respect to a Former Member who does not request a distribution:

          (i)   Notwithstanding anything to the contrary in this Paragraph 8.1,
                a Former Member's Account shall be distributed in accordance
                with the provisions of Paragraph 8.7;

          (ii)  In the case of the Former Member's death prior to final
                distribution, the Former Member's Account shall be distributed
                in accordance with Paragraph 8.2 of the Plan; and

          (iii) Except as provided in Paragraph 9.1, no loans or hardship
                withdrawals may be taken following termination of membership or
                disability.

     (c)  Notwithstanding anything to the contrary in this Paragraph 8.1, all
          items in the Account of a Member who has terminated membership, and
          whose Account balance is $5,000 or less on the date of determination,
          shall be distributed as soon as administratively practicable following
          the Member's termination of membership, unless the Member elects an
          earlier distribution date.

     (d)  Notwithstanding anything in the Plan to the contrary, when a Former
          Member elects to receive all items in the Former Member's Account and,
          in conjunction therewith, directs that items in his or her Account be
          converted pursuant to Paragraph 6.4, the conversion shall be
          transacted on the later of the first transaction date under the Plan
          following the Administrator's receipt of a request for distribution,
          or the date of termination.  Distribution under this Paragraph 8.1
          shall be made in accordance with the requirements of 409(h) of the
          Code in the form of cash, Company stock or a combination thereof, as
          elected by the Member.  If the Member does not make an election
          hereunder, Company stock will be distributed in kind and all other
          investment alternative shall be converted to cash.

                                       27
<PAGE>

     (e)  Under procedures established by the Administrator, distributions under
          this Paragraph 8.1 may be made under any of the following forms of
          payment, or any combination thereof:

          (i)   Lump sum distribution;
          (ii)  Installment payments, not to exceed 20 years if a specific
                period is requested; or
          (iii) Partial withdrawals.

8.2  Death

     (a)  If a Member or Former Member dies and it is established to the Plan's
          satisfaction that the consent required under Subparagraph 8.2(c),
          either has been obtained or was not obtainable, all items in the
          Member's or former Member's Account shall be paid to the beneficiary
          or beneficiaries most recently designated by the Member or Former
          Member in such manner as prescribed by the Administrator. If no such
          designation shall have been made, or if all designated beneficiaries
          should die before the Member or former Member, payment shall be made
          to the Member's or former Member's estate.

     (b)  Except as provided in Subparagraph 8.2(c), if a Member or former
          Member is survived by a spouse, all items in the Member's or former
          Member's Account shall be paid to the Member's spouse.

     (c)  If a Member or former Member is survived by a spouse, all items in a
          Member's or former Member's Account shall be paid to the beneficiary
          or beneficiaries most recently designated by the Member or former
          Member in such manner as prescribed by the Administrator; provided,
          (i) the surviving spouse of the Member or former Member has
          irrevocably consented in writing to the designation of the specific
          beneficiary or beneficiaries, which designation may not be changed
          without spousal consent (or the spouse expressly permits designations
          by the Member or Former Member without any further spousal consent),
          such consent acknowledged the effect of the election and such consent
          was witnessed by a notary public, or (ii) it is established to the
          Plan's satisfaction that the consent required by Subparagraph
          8.2(c)(i), could not be obtained because the surviving spouse could
          not be located or because of such other circumstances as the Secretary
          of Treasury may by regulation prescribe.  Any consent necessary under
          this paragraph shall be effective only with respect to such spouse,
          or, in the event it is established that the consent may not be
          obtained, such designated spouse.  A revocation of a prior designation
          may be made by a Member or Former Member without the consent of the
          spouse at any time prior to the Member's or Former Member's death.  A
          consent that permits designation by the Member or Former Member
          without any requirement for

                                       28
<PAGE>

          further consent by the spouse must acknowledge that the spouse has the
          right to limit consent to a specific beneficiary and that the spouse
          voluntarily elects to relinquish such right.

     (d)  Payment under this Paragraph 8.2 may be made in any form of
          distribution permitted by Paragraph 8.1; provided, however, that all
          items in the Member's or Former Member's Account shall be paid no
          later than December 31 of the calendar year which contains the fifth
          anniversary of the date of the Member's death.  Prior to distribution,
          the beneficiary shall have the rights of a Former Member under Section
          6 and Paragraph 8.1; provided, however, that the beneficiary may not
          elect installments or partial withdrawals under Subparagraphs
          8.1(e)(ii) and (iii) and any Atlantic Richfield Common Stock or Vastar
          Resources, Inc. Common Stock held under the ESOP Part of the Plan
          shall be converted to non-ESOP Atlantic Richfield Common Stock or
          Vastar Resources, Inc. Common Stock.

8.3  Disability

     (a)  A Member who is determined to be disabled may elect to receive a
          distribution of such Member's Account in accordance with Paragraph
          8.1.

     (b)  A Member is disabled if as a result of a medically determinable
          physical or mental impairment resulting from illness or injury the
          Member is unable to perform one or more of the substantial duties of
          the Member's normal work assignment with the Company or of any work
          assignment which the Company determines is available to the Member and
          for which the Member is reasonably qualified by education, training or
          experience to perform as determined by the Administrator after review
          by the entity designated by the Administrator.

8.4  Divorce

     To the extent a Qualified Domestic Relations Order ("QDRO"), as defined in
     (S)414(p) of the Code, is received by the Plan, distributions from a
     Member's Account shall be made to an Alternate Payee, as defined in
     (S)414(p) of the Code, as soon as administratively possible following the
     determination of the order's qualified status.  Prior to such distribution,
     Atlantic Richfield Common Stock or Vastar Resources, Inc. Common Stock in
     the ESOP Part of the Plan shall be converted to non-ESOP Atlantic Richfield
     Common Stock or Vastar Resources, Inc. Common Stock.

8.5  Rollover

     (a)  Notwithstanding anything in this Section 8 to the contrary, a
          distributee, as defined below, may elect, at a time and in the manner
          prescribed by the Administrator, to have all or a portion of a
          distribution under this Section 8, other than any Member Contributions
          and any amount required to be

                                       29
<PAGE>

          distributed pursuant to (S)401(a)(9) of the Code, made payable to an
          eligible retirement plan.

     (b)  For purposes of this Section 8, other than Paragraph 8.2, an eligible
          retirement plan is an individual retirement account or annuity
          described in (S)408(a) or (b) of the Code, an annuity plan described
          in (S)403(a) of the Code or a qualified trust described in (S)401(a)
          of the Code that accepts such distribution.  For purposes of a
          distribution under Paragraph 8.2, an eligible retirement plan is an
          individual retirement account or annuity.

     (c)  Distributee means an Member or Former Member, the surviving spouse of
          such Member or such Member's spouse or former spouse who is an
          alternate payee as defined in (S)414(p) of the Code.

8.6  Notice

     With respect to a Former Member whose account exceeds $5,000, the
     Administrator shall provide the notice required by (S)1.411(a)-11(c) of
     Income Tax Regulations no less than 30 days and no more than 90 days before
     the Former Member's date of distribution; provided, however, that such
     distribution may commence less than 30 days after the required notice is
     given if:

     (a)  The Former Member is informed of the Former Members' right to a period
          of at least 30 days after receiving the notice to consider
          distribution options; and

     (c)  The Former Member, after receiving the notice, affirmatively elects a
          distribution.

     The distribution shall commence no earlier than seven days following
     the date the notice, described above, is provided to the Former Member.

8.7  Distributions

     (a)  All distributions required under the Plan shall be determined and
          made in accordance with the proposed regulations under (S)401(a)(9) of
          the Code, including the minimum distribution incidental benefit
          requirement of (S)1.401(a)(9)-2 of the proposed regulations.

     (b)  The entire interest of a Member must be distributed or begin to be
          distributed no later than the Member's required beginning date.  The
          required beginning date of a Member is the later of the April 1 of the
          calendar year following the calendar year in which the Member attains
          age 70 1/2 or retires, except that benefit distributions to a five-
          percent owner must commence by the April 1 of the calendar year
          following the calendar year in which the Member attains age 70 1/2.

                                       30
<PAGE>

     (c)  As of the first distribution calendar year, as defined below,
          distributions, if not made in a single-sum, may only be made, in
          accordance with Subparagraph 8.1(e), over a period not to exceed:

          (i)  A period certain not extending beyond the life expectancy of the
               Member; or
          (ii) A period certain not extending beyond the joint and last survivor
               expectancy of the Member and a designated beneficiary.

          (d)  The amount required to be distributed for each calendar year,
               beginning with distributions for the first distribution calendar
               year, as defined below, must at least equal the quotient obtained
               by dividing the Member's entire Account as of the last Valuation
               Date in the calendar year preceding the distribution calendar
               year, by the applicable life expectancy.

          (e)  The minimum distribution required for the Member's first
               distribution calendar year must be made on or before the Member's
               required beginning date as defined in Subparagraph 8.7(b). The
               minimum distribution for other calendar years, including the
               minimum distribution for the distribution calendar year in which
               the Member's required beginning date occurs, must be made on or
               before December 31 of that distribution calendar year.

          (f)  If the Member dies after distribution of his or her interest has
               begun on or after the Member's required beginning date, as
               defined in Subparagraph 8.7(b), the remaining portion of such
               interest will continue to be distributed at least as rapidly as
               under the method of distribution being used prior to the Member's
               death.

          (g)  If the Member dies before distribution of his or her interest
               begins, distribution of the Member's entire interest shall be
               completed by December 31 of the calendar year containing the
               fifth anniversary of the participant's death.

          (h)  The life expectancy (or joint and last survivor expectancy) shall
               be calculated in accordance with Treasury regulations.  Life
               expectancies shall be recalculated annually.

          (i)  The distribution calendar year is a calendar year for which a
               minimum distribution is required. For distributions beginning
               before the Member's death, the first distribution calendar year
               is the calendar year immediately preceding the calendar year
               which contains the Member's required beginning date.

                                       31
<PAGE>

8.8  Distribution of Benefits

          The distribution of benefits under this Plan to a Member who has
     elected to receive such benefits shall be made not later than the 60th day
     after the latest of the close of the Plan Year in which (a) the Member
     attains age 65 or such earlier normal retirement age as may be specified in
     this Plan; (b) there occurs the tenth anniversary of the year in which the
     Member commenced membership in this Plan; or (c) the Member's service with
     the Company is terminated.

                                       32
<PAGE>

                                   SECTION 9
                                LOANS TO MEMBERS

9.1  General

          A Member, or a Former Member who is a Party-In-Interest as defined in
     Section 3(14) of ERISA, may borrow from his or her Account in accordance
     with the terms and conditions set forth in this Section 9 and such
     additional rules, consistent with such terms and conditions, which the
     Administrator may establish from time to time.

9.2  Eligibility

          To be eligible to apply for and receive a loan, the Member must be in
     receipt of regular Earnings.  The loan shall be irrevocable upon the
     earlier of:

     (a) Endorsement of the check representing the loan proceeds, or

     (b) Expiration of ten days from issuance of such check.

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 (excluding 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.

                                       33
<PAGE>

9.4  Number of Loans

     A Member may have such number of loans outstanding at any time as shall be
     determined by the Administrator.

9.5  Interest Rate

     A loan shall bear interest at a rate established and communicated by the
     Capital Accumulation Plan Administrative Committee to provide the Plan with
     a rate of return commensurate with prevailing interest rates charged on
     similar commercial loans by persons in the business of lending money.

9.6  Security

     (a)  Each loan must be evidenced by a loan agreement executed by the Member
          for the amount of the loan, including principal and interest,  payable
          to the order of the Trustee.

     (b)  Security for the loans shall equal 50 percent of the assets in the
          Member's Account as of the date of the loan request.

     (c)  The assets which constitute security for the loan will be valued on
          the date of the loan agreement, or at such other time as may be
          determined by the Administrator.

9.7  Funding of the Loan

     (a)  The loan will be funded in accordance with procedures established by
          the Administrator.

     (b)  Under procedures established by the Administrator, investment
          alternatives shall be sold to fund the loan.

9.8  Repayment of the Loan

     (a)  As determined by the Member, but subject to the restriction in
          Subparagraph 9.3(c), a loan may be repaid over a period of one, two,
          three, four or five years or, in the case of a loan used to acquire
          the Member's principal residence, such longer term as determined by
          the Administrator and permitted under (S)72(p) of the Code.

     (b)  Principal and interest shall be amortized, on a level basis, over
          the term of the loan.

                                       34
<PAGE>

     (c)  Except as provided below, payments shall be made by means of
          payroll deductions, the authorization of which shall be irrevocable.

          (i)  The loan may be repaid in full at any time without penalty.

          (ii) If a Member is not in receipt of regular Earnings sufficient to
               permit repayment of the loan, or has terminated employment,
               repayment shall be made by means prescribed by the Administrator.

          Repaid principal and interest shall be credited in accordance with the
          Member's election under Paragraph 6.2.

9.9  Deemed Distribution

          A distribution of the unpaid principal shall be deemed to have been
     made to the Member if the Member fails to make payment under Subparagraph
     9.8(c) for a period of 90 days.

9.10  Default

          If the Member is not in receipt of regular Earnings sufficient to
     permit repayment of the loan and does not make manual repayments for a
     period exceeding 90 days, the loan will be deemed in default and the
     Administrator will realize on the security in accordance with applicable
     laws.

                                       35
<PAGE>

                                   SECTION 10
                                 ADMINISTRATION
               CAPITAL ACCUMULATION PLAN ADMINISTRATIVE COMMITTEE

10.1 Capital Accumulation Plan Administrative Committee

     The Plan shall be administered by a Capital Accumulation Plan
     Administrative Committee.  The Committee shall consist of the Senior Vice
     President, Human Resources of Atlantic Richfield Company, who shall serve
     as Chairperson, and not less than two other persons appointed by the
     Chairperson.  Members of the Committee shall serve without compensation.
     Vacancies shall be filled by the Chairperson or the Chairperson's delegate.

10.2 Rules of Conduct

     The Capital Accumulation Plan Administrative Committee shall adopt
     such rules for the conduct of its business and administration of this Plan
     as it considers desirable; provided, they do not conflict with this Plan.

10.3 Legal, Accounting, Clerical

     The Capital Accumulation Plan Administrative Committee may authorize
     one or more of its members or any agent to act on its behalf and may
     contract for legal, accounting, clerical and other services to carry out
     this Plan.  Unless paid by the Company, all expenses of the Company, the
     Administrator and the Plan shall be paid by the Plan, to the extent they
     constitute reasonable expenses of administering the Plan.  The Plan may
     reimburse expenses paid directly by the Company or its designee.  This
     provision shall be deemed a part of any contract to provide for expenses of
     Plan administration, whether or not the signatory to such contract is, as a
     matter of convenience, the Company or its designee.  Notwithstanding the
     foregoing, brokerage commissions, transfer fees and other expenses actually
     incurred in any sale or purchase of Company Common Stock shall be equitably
     added to the cost or subtracted from the proceeds of all purchases or
     sales.

10.4 Interpretation of Provisions

     The Capital Accumulation Plan Administrative Committee shall have full
     discretion and final authority to determine eligibility for benefits and to
     interpret the provisions of this Plan, to decide questions arising in its
     administration, and to establish such other rules for its administration as
     may be desirable.

10.5 Records of Administration

     The Capital Accumulation Plan Administrative Committee shall keep
     records reflecting the administration of this Plan which shall be subject
     to audit by the Company. Members may examine records pertaining directly to
     themselves.  At

                                       36
<PAGE>

     least annually, the Capital Accumulation Plan Administrative Committee
     shall have mailed to each Member a statement of his or her Account and such
     statement shall be deemed to have been accepted as correct for all purposes
     of this Plan unless written notice to the contrary is received by the
     Capital Accumulation Plan Administrative Committee or the Trustee within 30
     days after the date of mailing.

10.6 Claims for Benefits

     Applications for benefits must be made in such manner as prescribed by
     the Administrator.  The Administrator shall have full discretion and final
     authority to determine eligibility for benefits and to construe the terms
     of the Plan in acting upon an initial application for benefits or an appeal
     of a denial of an application for benefits.  Each application shall be
     acted upon and approved or disapproved within 90 days following its receipt
     by the Administrator.  In the event special circumstances require an
     extension of time for reviewing the initial application for benefits, the
     Administrator shall make a determination as soon as practicable but no
     later than 180 days following receipt of the application.  If any
     application for benefits is denied, in whole or in part, the Administrator
     shall notify the applicant in writing of such denial and of the applicant's
     right to a review by the Administrator and shall set forth in a manner
     calculated to be understood by the applicant, specified reasons for such
     denial, specific references to pertinent Plan provisions on which the
     denial is based, a description of any additional material or information
     necessary for the applicant to perfect the application, an explanation of
     why such material or information is necessary, and an explanation of the
     Plan's review procedure.

     Any person, or a duly authorized representative thereof, whose
     application for benefits is denied in whole or in part, may appeal from
     such denial to the Administrator for a review of the decision by submitting
     to the Administrator within 60 days after receiving notice of denial, a
     written statement:

     (a)  Requesting a review of the application for benefits by the
          Administrator;

     (b)  Setting forth all of the grounds upon which the request for review
          is based and any facts in support thereof; and

     (c)  Setting forth any issues or comments which the applicant deems
          relevant to the application.

     The Administrator shall act upon each such appeal application within
     60 days after the later of receipt of the applicant's request for review by
     the Administrator or receipt of any additional materials reasonably
     requested by the Administrator from such applicant.  In the event special
     circumstances require an extension of time for reviewing the appeal, the
     Administrator shall make a determination as soon as practicable but no
     later than 120 days following receipt of the appeal.

                                       37
<PAGE>

     The Administrator shall make a full and fair review of each such
     application and any written materials submitted by the applicant or the
     Company in connection therewith and may require the Company or the
     applicant to submit within 30 days of written notice by the Administrator
     therefor, such additional facts, documents, or other evidence as the
     Administrator, in its sole discretion, deems necessary or advisable in
     making such a review.  The Administrator shall have full discretion in
     making an independent determination of the applicant's eligibility for
     benefits under the Plan and shall have full discretion to construe the
     terms of the Plan in making its review.  The decision of the Administrator
     on any application for benefits shall be final and conclusive upon all
     persons.

     If the Administrator denies an application in whole or in part, the
     Administrator shall give written notice of its decision to the applicant
     setting forth in a manner calculated to be understood by the applicant the
     specific reasons for such denial and specific references to the pertinent
     Plan provisions on which the Administrator's decision was based.

10.7 Liability of Committee

     No Member of the Capital Accumulation Plan Administrative Committee
     shall be liable for any action taken in good faith or for the exercise of
     any power given the Capital Accumulation Plan Administrative Committee, or
     for the actions of other members of said Committee unless and except to the
     extent that such liability is imposed under law as a result of a breach by
     such Member of his or her fiduciary responsibilities.

10.8 Unlocated Member

     If the Committee is unable, after reasonable and diligent effort, to
     locate a Member, Former Member or beneficiary entitled to payment under the
     Plan, such payment may be forfeited and used to offset Company
     Contributions or to pay Plan expenses.  If the Member, Former Member or
     beneficiary later files a claim for benefit, such benefit will be
     reinstated.

10.9 Legal Representative

     The Capital Accumulation Plan Administrative Committee shall act on
     behalf of the Plan with respect to any claim or cause of action, whether
     arising in the course of administrative or judicial proceedings or
     otherwise, and shall be responsible for initiating, pursuing and defending
     any such claim or cause of action involving the Plan.

                                       38
<PAGE>

                                   SECTION 11
                    AMENDMENTS, DISCONTINUANCE, LIABILITIES

11.1  Amendment

     (a)  Except as provided in Subparagraph 11.1(b), the Plan may be amended by
          the Board of Directors of Vastar Resources, Inc.

     (b)  A committee consisting of the Vice President, Human Resources, the
          Vice President and Controller, the Vice President and General Counsel,
          and the General Tax Office of Vastar Resources, Inc. may amend the
          Plan under the following circumstances:

          (i)   Legally required changes;

          (ii)  Improvement of administrative efficiency;

          (iii) Implementation of contractual commitments made by the Company
                regarding matters relating to acquisitions, divestitures, joint
                ventures or mergers and any matter negotiated pursuant to a
                collective bargaining agreement;

          (iv)  Implementation of any transfer of assets, merger or spin-off of
                Plan assets among plans within the company; or

          (v)   Implementation of participation in the Plan by Subsidiaries or
                Affiliates of the Company.

     (c)  No amendment shall reduce the account of any Member as of the date of
          such amendment.

11.2 Termination

     Vastar Resources, Inc. intends to continue this Plan indefinitely
     but reserves the right to terminate it at any time, by action of its Board
     of Directors.  If this Plan is terminated, or if there is a complete
     discontinuance of contributions under this Plan by the Company, all amounts
     credited to Accounts of Members shall be held for distribution as provided
     in Section 8.

11.3 Liability of Company

     The Company shall have no liability for payments under this Plan
     except to make the contributions required by Section 4.  Any payments under
     the Plan shall be made solely from the fund held by the Trustee.

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                                   SECTION 12
                                 MISCELLANEOUS


12.1 Employment

     This Plan shall not give any Member any right to be continued in
     the employment of the Company.

12.2 Benefits Not Assignable

     Except as provided in Paragraph 8.4, no benefit under this Plan
     shall be assignable or transferable in whole or in part, either directly or
     by operation of law or otherwise, and shall not be subject to attachment or
     other process.

12.3 Discharge of Liability

     If the Administrator deems any person incapable of receiving benefits to
     which such person is entitled under this Plan, by reason of minority,
     illness, infirmity, mental incompetency or other incapacity, it may direct
     the Trustee to make payment directly for the benefit or the account of such
     person or to any eligible person selected by the Administrator to disburse
     such payment whose receipt shall be a complete settlement therefor.

12.4 Governing Laws

     The Plan shall be governed by and construed in accordance with
     federal laws governing employee benefit plans qualified under the Code or
     with the laws of the State of Delaware to the extent not preempted by
     federal law.

12.5 Limitation on Mergers

     This Plan may not merge or consolidate with, or transfer any of
     its assets or liabilities to any other plan unless each Member in this Plan
     would, if said other plan were to terminate, receive a benefit immediately
     after the merger, consolidation or transfer which is equal to or greater
     than the benefit such Member would have been entitled to receive
     immediately before the merger, consolidation or transfer if this Plan had
     terminated.

12.6 Delegation of Fiduciary or Administrative Responsibilities

     Vastar Resources, Inc., by resolution of its Board of Directors
     or by written action of any officer generally or specifically named by such
     a resolution to take such an action, and the Capital Accumulation Plan
     Administrative Committee, by resolution of said Committee, may at any time
     delegate to any other named person or body, or reassume therefrom, any of
     their respective fiduciary responsibilities or

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<PAGE>

     administrative duties with respect to this Plan, including the power to
     delegate and reassume such responsibilities and duties by written action
     naming the person or body to whom the responsibility has been delegated.
     However, only the immediate delegate of Vastar Resources, Inc., or the
     Capital Accumulation Plan Administrative Committee, or of the Treasurer of
     Vastar Resources, Inc., as the case may be, may, if so authorized by Vastar
     Resources, Inc., said Committee or said Treasurer, delegate any such
     responsibilities or duties.

12.7 Named Fiduciary

     The named fiduciary with respect to this Plan is Vastar
     Resources, Inc. except that (a) as to any matter specified in this Plan as
     being the responsibility or function of the Capital Accumulation Plan
     Administrative Committee, the named fiduciary is said Committee, (b) as to
     any matter specified in the Plan or in the Trust Agreement as being the
     responsibility or function of the Trustee or the Investment Officer, the
     named fiduciary is the Trustee or the Investment Officer, as the case may
     be, and (c) as to any matter specified in the Plan as being the
     responsibility or function of the Treasurer of Vastar Resources, Inc., the
     named fiduciary is such Treasurer.

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<PAGE>

                                   SECTION 13
                                   ROLLOVERS

13.1 Rollovers from Other Qualified Plans

     An Employee who has had distributed to the Employee all or a portion of his
     or her taxable interest in a plan meeting the requirements of (S)401(a) of
     the Code, including a defined benefit retirement plan of the Company or a
     Subsidiary or Affiliate, (the "Other Plan") may, in accordance with
     procedures approved by the Capital Accumulation Plan Administrative
     Committee, rollover in cash all or a portion of the taxable distribution
     received from the Other Plan to the Plan, provided the following conditions
     are met:

     (a)  The rollover occurs on or before the 60th day after the
          Member receives the distribution from the Other Plan;

     (b)  The distribution from the Other Plan qualifies as an eligible
          rollover distribution within the meaning of (S)402(c)(4) of the Code;
          and

     (c)  The amount rolled over does not exceed the maximum amount
          which may be rolled over in accordance with (S)402(c)(2) of the Code.

13.2 Transfers From Individual Retirement Accounts

     An Employee who receives a distribution from an individual retirement
     account described in (S)408(a) of the Code or an individual retirement
     annuity described in (S)408(b) of the Code which constitutes the entire
     amount of such account or annuity (including earnings thereon), and no
     portion of which is attributable to any source other than a distribution
     from a qualified plan described in Paragraph 13.1, may, in accordance with
     procedures approved by the Capital Accumulation Plan Administrative
     Committee, rollover in cash all or a portion of such distribution to the
     Plan, within 60 days after receiving the distribution.

13.3 Membership

     Notwithstanding anything in the Plan to the contrary, an Employee
     who rolls over funds to the Plan pursuant to Paragraph 13.1 or 13.2, shall,
     upon such rollover, become a Member of the Plan except that the right to
     make Elective Deferrals, Member Contributions or receive Company
     Contributions will remain subject to Paragraph 2.1.

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<PAGE>

13.4 Administration

     The Administrator shall develop such procedures, including procedures for
     obtaining information from an Employee desiring to make such a transfer, as
     it deems necessary or desirable to enable it to determine that the proposed
     rollover will meet the requirements of this section. Upon approval by the
     Capital Accumulation Plan Administrative Committee, the rollover shall be
     deposited with the Trustee in the Employee's Rollover Account.

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<PAGE>

                                   SECTION 14
                              TOP HEAVY PROVISIONS

If the Plan is or becomes Top Heavy in any Plan Year, the provisions of this
Section 14 will supersede any conflicting provisions in the Plan.

14.1 Definitions

     (a)  Key Employee means an Employee, former Employee or an Employee's
          beneficiary who at any time during the determination period is:

          (i)   An officer of the Company who has annual Compensation greater
                than 50 percent of the amount in effect under (S)415(b)(1)(A) of
                the Code for the Plan Year;

          (ii)  One of the ten Employees owning (or considered as owning
                within the meaning of (S)318 of the Code) the largest interest
                in the Company; provided, such Employee's annual Compensation
                from the Company exceeds the dollar limitation under
                (S)415(c)(1)(A) of the Code. If two or more Employees have the
                same ownership interest, the Employee with the greater annual
                Compensation from the Company for the Plan Year shall be
                considered to own the larger interest in the Company;

          (iii) A five percent owner of the Company; or

          (iv)  A one percent owner of the Company who has annual Compensation
                from the Company of more than $150,000.

          The determination period of the Plan is the Plan Year containing
          the Determination Date and the four preceding Plan Years.

          The determination of who is a Key Employee will be made in
          accordance with (S)416(i)(1) of the Code and the regulations
          thereunder.

     (b)  Top Heavy Plan: For any Plan Year after December 31, 1983,
          this Plan is Top Heavy if any of the following conditions exist:

          (i)  If the Top Heavy Ratio for this Plan exceeds 60 percent and
               this Plan is not part of any Required Aggregation Group or
               Permissive Aggregation Group of plans;

          (ii) If this Plan is a part of a Required Aggregation Group of
               plans (but which is not part of a Permissive Aggregation Group)
               and the Top Heavy Ratio for the group of plans exceeds 60
               percent; or

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<PAGE>

          (iii) If this Plan is a part of a Required Aggregation Group of
                plans and part of a Permissive Aggregation Group and the Top
                Heavy Ratio for the Permissive Aggregation Group exceeds 60
                percent.

     (c)  Top Heavy Ratio

          (i)  If the Company maintains one or more defined contribution
               plans (including any Simplified Employee Pension Plan) and the
               Company has not maintained any defined benefit plan which during
               the five-year period ending on the Determination Date(s) has or
               has had accrued benefits, the Top Heavy Ratio for this plan alone
               or for the Required or Permissive Aggregation Group as
               appropriate is a fraction, the numerator of which is the sum of
               the account balances of all Key Employees as of the Determination
               Date(s) [including any part of any account balance distributed in
               the five-year period ending on the Determination Date(s)], and
               the denominator of which is the sum of all account balances
               [including any part of any account balance distributed in the
               five-year period ending on the Determination Date(s)], both
               computed in accordance with (S)416 of the Code and the
               regulations thereunder.  Both the numerator and denominator of
               the Top Heavy Ratio are adjusted to reflect any contribution not
               actually made as of the Determination Date, but which is required
               to be taken into account on that date under (S)416 of the Code
               and the regulations thereunder.

          (ii) If the Company maintains one or more defined contribution
               plans (including any Simplified Employee Pension Plan) and the
               Company maintains or has maintained one or more defined benefit
               plans which during the five-year period ending on the
               Determination Date(s) has or has had any accrued benefits, the
               Top heavy Ratio for any Required or Permissive Aggregation Group
               as appropriate is a fraction, the numerator of which is the sum
               of account balances under the aggregated defined contribution
               plan or plans for all Key Employees, determined in accordance
               with Subparagraph 14.1(c)(i), and the Present Value of accrued
               benefits under the aggregated defined benefit plan or plans for
               all Key Employees as of the Determination Date(s), and the
               denominator of which is the sum of the account balances under the
               aggregated defined contribution plan or plans for all Members,
               determined in accordance with Subparagraph 14.1(c)(i), and the
               Present Value of accrued benefits under the defined benefit plan
               or plans for all Members as of the Determination Date(s), all
               determined in accordance with (S)416 of the Code and the
               regulations thereunder.  The accrued benefits under a defined
               benefit plan in both the numerator and denominator of the Top
               Heavy Ratio are adjusted for any distribution of an accrued
               benefit made in the five-year period ending on the Determination
               Date.

                                       45
<PAGE>

               (iii) For purposes of Subparagraphs 14.1(c)(i) and (c)(ii), the
                     value of account balances and the Present Value of accrued
                     benefits will be determined as of the most recent Valuation
                     Date that falls within or ends with the 12-month period
                     ending on the Determination Date except as provided in
                     (S)416 of the Code and the regulations thereunder for the
                     first and second Plan Years of a defined benefit plan. The
                     account balances and accrued benefits of a Member (A) who
                     is not a Key Employee but who was a Key Employee in a
                     prior-year, or (B) effective January 1, 1985, who has not
                     been credited with at least one Hour of Service with a
                     Company maintaining the Plan at any time during the five-
                     year period ending on the Determination Date will be
                     disregarded. The calculation of the Top Heavy Ratio, and
                     the extent to which distributions, rollovers and transfers
                     are taken into account will be made in accordance with
                     (S)416 of the Code and the regulations thereunder.
                     Deductible Member Contributions will not be taken into
                     account for purposes of computing the Top Heavy Ratio. When
                     aggregating plans, the value of account balances and
                     accrued benefits will be calculated with reference to the
                     Determination Dates that fall within the same calendar
                     year.

               (iv)  The accrued benefit of a Member other than a Key Employee
                     shall be determined under the method, (A) if any, that
                     uniformly applies for accrual purposes under all defined
                     benefit plans maintained by the Company, or (B) absent such
                     method, as if such benefits accrued not more rapidly than
                     the slowest accrued rate permitted under the fractional
                     rule of (S)411(b)(1)(C) of the Code.

     (c) Permissive Aggregation Group:  The Required Aggregation Group of plans
         plus any other plan or plans of the Company which, when considered as a
         group with the Required Aggregation Group, would continue to satisfy
         the requirements of (S)401(a)(4) and (S)410 of the Code.

     (e) Required Aggregation Group means:

         (i)  Each qualified plan of the Company in which at least one Key
              Employee participates or participated at any time during the
              determination period (regardless of whether the plan terminated);
              and

         (ii) Any other qualified plan of the Company which enables a plan
              described in Subparagraph 14.1(e)(i) to meet the requirements of
              (S)401(a)(4) or (S)410 of the Code.

     (f) Determination Date means for any Plan Year the last day of the
         preceding Plan Year.  For the first Plan Year of the Plan, the last
         day of that year.

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<PAGE>

     (g) Valuation Date means December 31 of each year.

     (h) Present Value: Present Value shall be based on interest rate and
         the mortality tables specified in the Company's defined benefit plan.

     (i) Compensation means all compensation, as that term is defined for
         (S)415 purposes, but including amounts contributed by the Company
         pursuant to Employee Contribution Agreements which are excludable from
         the Employee's income under Code (S)125, (S)402(e)(3), (S)402(h) and
         (S)403(b).

14.2 Minimum Allocation

     (a)  Except as otherwise provided in Subparagraphs 14.2(b), (c) and
          (d), the Company Contribution allocated on behalf of any Member who is
          not a Key Employee shall not be less than the lesser of three percent
          of such Member's Compensation or in the case where the Company has no
          defined benefit plan which designates this Plan to satisfy (S)401 of
          the Code, the largest percentage of Company Contribution, as a
          percentage of the first $150,000 of the Key Employee's Compensation,
          allocated on behalf of any Key Employee for that year.  The minimum
          allocation is determined without regard to any Social Security
          contribution.  This minimum allocation shall be made even though,
          under other Plan provisions, the Member would not otherwise be
          entitled to receive an allocation, or would have received a lesser
          allocation for the year because of (i) the Member's failure to
          complete 1,000 Hours of Service, or (ii) the Member's failure to make
          mandatory Member Contributions to the Plan, or (iii) Compensation less
          than a stated amount.

     (b)  The provision in Subparagraph 14.2(a), shall not apply to any
          Member who was not employed by the Company on the last day of the Plan
          Year.

     (c)  If Members of this Plan are covered by one or more defined benefit
          plans maintained by the Company or its Subsidiaries, the minimum
          allocation or benefit requirements applicable to Top Heavy plans shall
          first be met by such defined benefit plan or plans.

     (d)  If Members of this Plan are covered by one or more defined
          contribution plans maintained by the Company or its Subsidiaries, and
          are not covered by any defined benefit plans of the Company or its
          Subsidiaries, the minimum allocation requirement will be met by the
          defined contribution plan in which the Employee is an active Member in
          the following order:

          1.   Money Purchase Pension Plan
          2.   Profit Sharing Plan, and
          3.   Stock Bonus Plan

                                       47
<PAGE>

     (e)  For purposes of satisfying the minimum allocation requirements of
          this Paragraph 14.2, Elective Deferrals and Matching Contributions may
          not be taken into account.

14.3 The minimum accrued benefit required [to the extent required to be
     nonforfeitable under (S)416(b)] may not be suspended or forfeited under
     Code (S)411(a)(3)(B) or (S)411(a)(3)(D).

14.4 For any Plan Year in which the Plan is Top Heavy, only the first $150,000
     (or such larger amount as may be prescribed by the Secretary of Treasury or
     the Secretary's delegate) of each Member's annual Compensation will be
     taken into account for purposes of determining benefits under the Plan.

14.5 In any Plan Year in which the Top Heavy Ratio exceeds 60 percent the
     denominators of the defined benefit fraction and defined contribution
     fraction [as previously defined in the Plan] shall be computed using 100
     percent of the dollar limitation instead of 125 percent.  The preceding
     sentence shall not apply to an Employee so long as there are no:

     (a)  Company Contribution, forfeitures or voluntary nondeductible
          contributions allocated to such Employee, or

     (b)  Accruals for such Employee under any qualified defined benefit
          plan.

14.6 In determining the highest rate of contribution applicable to any Key
     Employee, amounts that such Key Employee elects to defer under an
     arrangement qualified under (S)401(k) of the Code will be counted for the
     purposes of (S)416 of the Code.

                                       48
<PAGE>

                                   SECTION 15
          SPECIAL PROVISIONS APPLICABLE TO EMPLOYEES OF THE COMPANY
                  SECONDED TO SOUTHERN ENERGY MARKETING, L.P.

15.1 Pursuant to an agreement dated as of September 1, 1997, the ("Agreement")
     between the Company and Southern Company Energy marketing L.P. ("SCEM"),
     certain employees of the Company were seconded to SCEM and as of January 1,
     1998, will become SCEM employees following the occurrence of the Second
     Closing (as such term is defined in the Formation Agreement between the
     Company and SEI Holdings, Inc., dated August 8, 1997). Such employees are
     hereinafter referred to as "Transferees."

15.2 The rights and benefits under the Plan of Transferees shall be governed by
     the Plan except as provided in this Section 15.

15.3 Effective December 31, 1997, Atlantic Richfield Company Common Stock,
     Dividends Paid-Out, shall be replaced with Atlantic Richfield Company
     Common Stock, Dividends Reinvested.

15.4 As soon as administratively practicable following termination of
     employment with the Company and commencement of employment with SCEM, each
     Transferee's Account shall be transferred to the SCEM Employees Savings
     Plan. The transfer shall consist of cash and shares of Vastar Resources,
     Inc. and to the extent applicable, Atlantic Richfield Company Common Stock
     held in the Transferee's Account immediately prior to the transfer.

15.5 To effectuate the transfer of assets and liabilities as contemplated by
     this Section 15, the Administrator may suspend the purchase and sales of
     investment alternatives as necessary in the Administrator's sole
     discretion.

                                       49