VASTAR RESOURCES INC
FIRST AMENDMENT RETIREMENT PLAN OUTSIDE DIRECTORS
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<TYPE>EX-10.7
<SEQUENCE>8
<FILENAME>0008.txt
<DESCRIPTION>FIRST AMENDMENT RETIREMENT PLAN OUTSIDE DIRECTORS
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                                                                    EXHIBIT 10.7


                            VASTAR RESOURCES, INC.
                              FIRST AMENDMENT TO
                            VASTAR RESOURCES, INC.
                     RETIREMENT PLAN FOR OUTSIDE DIRECTORS

     Pursuant to the power of amendment reserved therein, the Vastar Resources,
Inc. Retirement Plan for Outside Directors, effective June 26, 1994 (the
"Plan"), is hereby amended as follows:

     1.  Article I, Section 1.7, is amended in its entirety and shall now read
as follows:

     "Director means a member of the Board who is not an employee of the Company
or its affiliates.  For the purposes of this definition, an affiliate means any
person or entity that, directly or indirectly, controls, or is controlled by, or
is under common control with, the Company."

     2.  Except as amended hereby, the Plan remains unchanged and in full force
and effect.

     Executed as of the 1st day of December, 1999, but effective as of October
20, 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
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