Amended And Restated Directors’ Health Plan

Exhibit 10.1



AMENDMENT NO. ONE



TO THE



WESTERN GAS RESOURCES, INC.



AMENDED AND RESTATED DIRECTORS92 HEALTH PLAN



As of June 13, 2006



Western Gas Resources, Inc., a Delaware corporation (the "Corporation"), established the Western Gas Resources, Inc. Directors92 Medical Insurance Plan, effective September 1, 1996. The plan was amended and restated by the Corporation on February 23, 2005, effective January 1, 2005, and was renamed the Western Gas Resources, Inc. Amended and Restated Directors92 Health Plan (the "Directors92 Health Plan"). The Directors92 Health Plan provides continuing health care benefits for certain current and former members of the board of directors ("Directors") of the Corporation and the covered spouses of such Directors.



The Directors92 Health Plan is hereby further amended, effectiveJune 13, 2006, as follows:



1. Paragraph 1.b.(iii) is amended by replacing the phrase at the end thereof which reads "Internal Revenue Service Notice 2005-1, A-14(b)" with the following:



"income tax Proposed Regulations Section 1.409A-3(g)(5)(vii)(B). "



2. Paragraph 1.b.(vi) is deleted in its entirety and the following is inserted in lieu thereof:



"(vi) Interpretation under Code Section 409A . The definition of Change in Control under this Paragraph 1.b. is intended to comply with applicable definitions and requirements of Code Section 409A(a)(2)(A)(v) and income tax Proposed Regulations Section 1.409A-3(g)(5), and shall be interpreted consistently therewith. Furthermore, to the extent that further Internal Revenue Service guidance, including notices, rulings, regulations, etc., are issued that modify the applicable change in control event definitions and requirements, the definition herein of Change in Control shall be deemed to have been modified accordingly as of the effective date of such change as set forth in such guidance."



3. Paragraph 1.e. is deleted in its entirety and the following is inserted in lieu thereof:



"e. Director means each member of the Board of Direct ...