VOTING AGREEMENT





        This VOTING AGREEMENT (the "AGREEMENT"), dated as of July 12, 2004, is

entered into by and among Vulcan Energy Corporation, a Delaware corporation

("VULCAN"), Kayne Anderson Capital Advisors, L.P., a California limited

partnership ("KAYNE ANDERSON") and EnCap Investments L.L.C., a Delaware limited

liability company ("ENCAP"). Each of Kayne Anderson and EnCap is sometimes

referred to herein as a "SUPPORTING STOCKHOLDER" and collectively, as the

"SUPPORTING STOCKHOLDERS," and each of Vulcan, Kayne Anderson and EnCap is

sometimes referred to herein as a "PARTY" and collectively, as the "PARTIES."



        WHEREAS, Vulcan, Prime Time Acquisition Corporation, a Delaware

corporation and wholly owned subsidiary of Vulcan ("PURCHASER"), and Plains

Resources Inc., a Delaware corporation (the "COMPANY"), have entered into an

Agreement and Plan of Merger, dated as of February 19, 2004 (the "ORIGINAL

MERGER Agreement"), which, in conjunction with the execution and delivery of

this Agreement, is being amended for the principal purpose of increasing the per

share cash price to be paid in the Merger (as defined below) to $17.25 by

Amendment No. 1 to the Agreement and Plan of Merger, dated as of the date of

this Agreement (the "AMENDMENT" and together with the Original Merger Agreement,

as such may be amended from time to time, the "MERGER AGREEMENt"), pursuant to

which Vulcan, Purchaser and the Company have agreed, upon the terms and subject

to the conditions set forth therein, to merge Purchaser with and into the

Company, with the Company continuing as the surviving corporation (the

"MERGER"), and upon consummation of the Merger, among other things, each

outstanding share of common stock, par value $0.10 per share, of the Company

(the "COMMON Stock"), other than shares held by Vulcan, Purchaser, James C.

Flores, an individual, and John T. Raymond, an individual, will be converted

into the right to receive a specified amount of cash;



        WHEREAS, as of the date hereof, (a) Kayne Anderson is the record and

beneficial owner of, and has the sole right to vote and dispose of, 1,665,300

shares of Common Stock (the "KAYNE ANDERSON SHARES") and (b) EnCap is the record

and beneficial owner of, and has the sole right to vote and dispose of,

1,174,219 shares of the Common Stock (the "ENCAP SHARES," and together with the

Kayne Anderson Shares, the "SHARES"); and



        WHEREAS, as a condition to its willingness to enter into the Amendment,

Vulcan has required that each of the Supporting Stockholders agree, and each of

the Supporting Stockholders is willing to agree, to the matters set forth

herein.



        NOW, THEREFORE, in consideration of the foregoing and the agreements set

forth below, the Parties agree as follows:







{PAGE}

                                    ARTICLE I



                                VOTING OF SHARES



               1.1 Voting Agreement.



               Each of the Supporting Stockholders hereby agrees to vote, or to

cause to be voted, all of its respective Shares at any annual, special or other

meeting of the stockholders of the Company, and at any adjournment or

adjournments thereof, or pursuant to any consent in lieu of a meeting or in any

other circumstances upon which any vote or consent or other approval of the

stockholders of the Company is sought, which such Supporting Stockholder has the

right to so vote:



                      (a) in favor of the approval and adoption of the Merger

Agreement, the Merger and any actions required in furtherance thereof;



                      (b) against any proposal to the stockholders of the

Company that would be reasonably likely to prevent the consummation of the

Merger or to result in the breach by the Company of the Merger Agreement;



                      (c) against (i) any significant corporate transaction,

such as a merger, consolidation, share exchange, rights offering,

reorganization, recapitalization, reclassification or liquidation involving the

Company or any of its subsidiaries, other than the Merger, (ii) any Acquisition

Proposal (as defined in the Merger Agreement), other than the Merger, or (iii)

any action that could materially impede, interfere with, delay, postpone or

adversely affect the consummation of the Merger or the transactions contemplated

by the Merger Agreement or this Agreement;



                      (d) against any change in the composition of the Board of

Directors of the Company, other than as contemplated by the Merger Agreement;

and



                      (e) against any amendment to the Second Restated

Certificate of Incorporation of the Company or the Bylaws of the Company, as

amended.



               1.2 Irrevocable Proxy.



               Each Supporting Stockholder hereby irrevocably appoints Vulcan

and each of its executive officers from and after the date hereof until the

earlier to occur of the Effective Time (as defined in the Merger Agreement) and

the termination of this Agreement pursuant to Section 7.3 (at which point such

appointment shall automatically terminate) as such Supporting Stockholder's sole

and exclusive attorneys, agents and proxies (such constitution and appointment,

the "Irrevocable Proxy"), with full power of substitution and resubstitution, to

vote and otherwise act with respect to all of such Supporting Stockholder's

Shares at any meeting of the stockholders of the Company (whether annual or

special and whether or not an adjourned or postponed meeting), and in any action

by written consent of the stockholders of the Company, on the matters and in the

manner specified in Section 1.1. THIS PROXY AND POWER OF ATTORNEY ARE

IRREVOCABLE AND COUPLED WITH AN INTEREST AND, TO THE







                                       2

{PAGE}

EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON

TO WHOM A SUPPORTING STOCKHOLDER MAY TRANSFER ANY OF ITS SHARES IN BREACH OF

THIS AGREEMENT. Upon the execution of this Agreement, all prior proxies and

powers of attorney given by each Supporting Stockholder with respect to all of

such Supporting Stockholder's Shares issued or issuable in respect thereof on or

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