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EXHIBIT 10.25
January 16, 1997
Xx. Xxxxx X. Xxxxxxx
O'Melveny & Xxxxxx LLP
Citicorp Center
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Dear Mr. Tempest:
This will serve to confirm the understanding between Xxxx X. Xxxxxxx,
on behalf of Union Pacific Resources Group Inc. ("Resources"), and Xxxxxx X.
Xxxxxxxx, on behalf of The Anschutz Corporation ("TAC"), regarding the
designation by TAC of an individual to be elected as director of Resources
pursuant to Section 7(a) of the Amended and Restated Agreement dated as of July
12, 1996, among Resources, TAC, Anschutz Foundation and Xxxxxx X. Xxxxxxxx
("Agreement"). At their December 20, 1996, meeting, Messrs. Xxxxxxx and
Anschutz agreed that TAC will have an ongoing right to designate an individual
as a director of the Resources Board of Directors ("Board"), provided that TAC
advises Resources in writing of such designation, and that all other relevant
provisions of the Agreement are met. The individual designated by TAC and
reasonably acceptable to the Board shall be elected at the meeting of the Board
next following the designation thereof by TAC.
To assist TAC with its planning, I am enclosing the 1997 regular
meeting schedule for the Board. If the election of the TAC designee does not
occur in 1997, Resources will provide TAC and O'Melveny & Xxxxx LLP, as counsel
for TAC, with the schedule for the regular meetings of the Board in future
years.
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Xx. Xxxxx S. Tempest
January 16, 1997
Page 2
Please indicate your agreement with the foregoing by signing and
returning to me the enclosed original of this letter.
Sincerely,
/s/Xxxxxx X. XxXxxx, Xx
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Xxxxxx X. XxXxxx, Xx.
ACKNOWLEDGED AND AGREED:
By: /s/ Drake S. Tempest
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Drake S. Tempest
of O'Melveny & Xxxxx LLP
on behalf of The Anschutz Corporation
Date: January 20, 1997
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c: Xx. Xxxx X. Xxxxxxx
