0000778438-06-000062 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • June 26th, 2006 • Berry Petroleum Co • Crude petroleum & natural gas • California

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement") is entered into by and between Berry Petroleum Company, a Delaware corporation ("Company"), and Robert F. Heinemann, an individual ("Executive") (collectively the "Parties"), with respect to the following facts:

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BERRY PETROLEUM COMPANY
Berry Petroleum Company • June 26th, 2006 • Berry Petroleum Co • Crude petroleum & natural gas • California

Unless otherwise defined herein, the terms defined in the Berry Petroleum Company 2005 Equity Incentive Plan shall have the same defined meanings in this Stock Award Agreement.

BERRY PETROLEUM COMPANY
Stock Award Agreement • June 26th, 2006 • Berry Petroleum Co • Crude petroleum & natural gas • California

Unless otherwise defined herein, the terms defined in the Berry Petroleum Company 2005 Equity Incentive Plan shall have the same defined meanings in this Stock Award Agreement.

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