X0202 4 2006-06-23 0000778438 BERRY PETROLEUM CO BRY 0001191748 HEINEMANN ROBERT C/O BERRY PETROLEUM COMPANY 5201 TRUXTUN AVE., SUITE 300 BAKERSFIELD CA 93309 1 1 0 0 President and CEO Class A Common Stock 2000 D Class A Common Stock 2006-06-23 5 J 0 609 0 A 3541 I Held in 401(k) Plan Phantom Stock Units 0 1988-08-08 1988-08-08 Class A Common Stock 3000 3000 D Non-Statutory Stock Option (NSO) 8.07 2006-06-23 4 J 0 10000 0 D 2002-12-02 2012-12-02 Class A Common Stock 10000 0 D Non-Statutory Stock Option (NSO) 8.07 2006-06-23 4 J 0 10000 0 A 2002-12-02 2012-12-02 Class A Common Stock 10000 10000 D Non-Statutory Stock Option (NSO) 9.61 2006-06-23 4 J 0 10000 0 D 2003-12-02 2013-12-02 Class A Common Stock 10000 0 D Non-Statutory Stock Option (NSO) 9.61 2006-06-23 4 J 0 10000 0 A 2003-12-02 2013-12-02 Class A Common Stock 10000 10000 D Non-Statutory Stock Option (NSO) 14.375 2006-06-23 4 J 0 200000 0 D 2005-06-16 2014-06-16 Class A Common Stock 200000 0 D Non-Statutory Stock Option (NSO) 14.375 2006-06-23 4 J 0 200000 0 A 2005-06-16 2014-06-16 Class A Common Stock 200000 200000 D Non-Statutory Stock Option (NSO) 21.58 2006-06-23 4 J 0 130000 0 D 2005-11-23 2014-11-23 Class A Common Stock 130000 0 D Non-Statutory Stock Option (NSO) 21.58 2006-06-23 4 J 0 130000 0 A 2005-11-23 2014-11-23 Class A Common Stock 130000 130000 D Non-Statutory Stock Option (NSO) 30.645 2006-12-15 2015-12-15 Class A Common Stock 150000 150000 D Restricted Stock Units (RSU) 0 Class A Common Stock 20000 20000 D Restricted Stock Units (RSU) 0 2006-06-23 4 A 0 161300 0 A Class A Common Stock 161300 161300 D 1 for 1 Phantom Stock Units acquired under the Company's Non-Employee Director Deferred Stock and Compensation Plan in a transaction exempt under Rule 16b-3(c). Shares are issued under the terms of the Plan upon resignation from the Board. NSO - Right to buy Berry Petroleum Company Class A Common Stock Each RSU represents a contingent right to receive one share of Berry Petroleum Company Class A Common Stock The restricted stock units vest in four equal annual installments beginning December 15, 2006. Shares of Class A Common Stock will be delivered to the reporting person at the time of vesting. Between April 1, 2006 and June 23, 2006 the reporting person acquired shares of Berry Petroleum Company Common Stock in the Company's 401(k) Plan. All transactions were at market value and were non-discretionary. On June 23, 2006, the vesting provision was amended such that under certain terminations of service of the reporting person, the unvested stock options shall become fully vested. The reported disposition and acquisition transactions involving this instrument involved an amendment of the outstanding option resulting for purposes of Section 16 of the Securities Exchange Act of 1934 in the deemed cancellation of the "old" option and grant of a replacement option. The replacement option provides that under certain terminations of service of the reporting person, the replacement option shall remain exercisable longer than the period provided for under the terms of the "old option". The replacement option also amended the vesting provision such that under certain terminations of service of the reporting person, the unvested stock options shall become fully vested. On June 23, 2006, the vesting provision was amended such that under certain terminations of service of the reporting person, the unvested RSUs shall become fully vested. The restricted stock units vest in one installment on January 31, 2010 provided that the reporting person continues to serve as CEO on such date, or earlier under certain conditions. Kenneth A. Olson under POA for Robert F. Heinemann 2006-06-23