Merger Agreement

BP Amoco PLC
24 May 2000


BP AMOCO WINS VASTAR BOARD SUPPORT FOR MINORITY BUYOUT AT $83 A SHARE


BP Amoco today announced that it has entered into a merger agreement with
Vastar Resources, Inc. (Vastar) which provides for the acquisition by BP Amoco
of Vastar's publicly-held minority stockholding at a price of $83 a share.

The agreement is the outcome of negotiations between BP Amoco and Vastar's
special committee which followed BP Amoco's announcement on March 16, 2000 of
its intention to make an offer of $71 a share for the Vastar minority. The
merger has been approved by the Vastar board, including all the members of the
special committee.

Through its combination with Atlantic Richfield Company (ARCO), completed last
month, BP Amoco already owns some 81.9 per cent of Vastar. The acquisition of
the outstanding minority under the terms of the merger agreement will allow the
integration of Vastar with BP Amoco's own operations and deliver substantial
synergies and cost-savings.

The acquisition is structured as a merger of a wholly-owned indirect
subsidiary of BP Amoco into Vastar and will not involve a tender offer. The
merger is contingent on the approval by the holders of at least two-thirds of
the Vastar shares not held by BP Amoco at a meeting scheduled for this summer. A
proxy statement is currently in preparation.

Describing the deal as 'the final step associated with the ARCO union', BP
Amoco chief executive Sir John Browne said: 'This move allows BP Amoco to
achieve substantial cost-savings and synergies to create significant value for
shareholders. It also enhances our leading deepwater Gulf of Mexico portfolio
and boosts our position in natural gas.'

Robert LeVine, chairman of Vastar's special committee, said the offer of $83 a
share 'represents a full and fair value for the shares held by the public
minority stockholders of Vastar and recognises both Vastar's historical and
prospective ability to create differential shareholder value. The special
committee unconditionally recommends that such stockholders vote in favour of
the merger.'

 Statements made in this press release, particularly those regarding cost-
 savings, synergies and value, are or may be forward-looking statements, and
 actual results may differ materially from those expressed or implied in such
 statements. Information concerning factors that could cause actual results to
 differ materially from those in the forward-looking statements are contained
 in  BP Amoco's latest published annual report and accounts and in BP Amoco's
 latest  published report on Form 20F filed with the US Securities and Exchange
 Commission.