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                                                                   EXHIBIT 10.29

                                 AMENDMENT NO. 1
                                       TO
                            BURLINGTON RESOURCES INC.
                            2002 STOCK INCENTIVE PLAN


         The Burlington Resources Inc. 2002 Stock Incentive Plan (the "Plan") is
hereby amended in the following respects:

          1.   The last sentence of Section 8.2 of the Plan is amended to read
               in its entirety as follows:

         "If the Plan Administrator determines that any shares of Restricted
         Stock granted or to be granted under the Plan will be represented by
         the issuance of certificates, the Plan Administrator may require, under
         such terms and conditions as it deems appropriate or desirable, that
         the certificates for such Restricted Stock may be held in custody by a
         bank or other institution, or that the Company may itself hold such
         shares in custody until the Restriction Period (as defined in Section
         8.3) expires or until restrictions thereon otherwise lapse, and may
         require, as a condition of any receipt of Restricted Stock, that the
         Participant shall have delivered a stock power endorsed in blank
         relating to the shares of Restricted Stock."

          2.   Section 8.8 of the Plan is amended to read in its entirety as
               follows:

          "8.8 The Plan Administrator shall in its discretion determine whether
          any shares of Restricted Stock granted or to be granted under the Plan
          will be represented by the issuance of a certificate for such shares
          registered in the name of the Participant (subject to Section 8.2) or
          will be represented by a book entry reflecting the grant to the
          Participant."

          3.   The first sentence of Section 9.2 of the Plan is amended to read
               in its entirety as follows:

         "All certificates for shares issued in respect of Restricted Stock
         awards shall be subject to such stop-transfer orders and other
         restrictions as the Plan Administrator may deem advisable under the
         rules, regulations and other requirements of the Securities and
         Exchange Commission, any stock exchange upon which Common Stock is then
         listed and any applicable federal or state securities laws, and the
         Plan Administrator may cause a legend or legends to be placed on any
         such certificates to make appropriate reference to such restrictions."

                  Adopted by the Compensation Committee of the Board of
Directors of Burlington Resources Inc. on December 17, 2003.


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                                 AMENDMENT NO. 2
                                       TO
                            BURLINGTON RESOURCES INC.
                            2002 STOCK INCENTIVE PLAN


                  The Burlington Resources Inc. 2002 Stock Incentive Plan is
hereby amended as follows:

                  Section 3 is amended by adding the following new Section 3.5
at the end thereof:

                  "3.5. Notwithstanding anything in the Plan to the contrary,
                  the Plan Administrator may at any time in its sole discretion
                  accelerate the vesting and exercisability of all or any
                  portion of any granted but unvested awards granted under the
                  Plan, including without limitation stock options, stock
                  appreciation rights and restricted stock, in connection with
                  the termination of a Participant's employment with the Company
                  or any of its Subsidiaries, and also may at any time in its
                  sole discretion delegate the decision to accelerate such
                  vesting and exercisability to the Company's Chief Executive
                  Officer."

                  The date of adoption of this amendment by the Board of
Directors of the Corporation is December 17, 2003.