Unassociated Document


    AMENDMENT
      NO. 1

    TO

    BURLINGTON
      RESOURCES INC.

    1997
      PERFORMANCE SHARE UNIT PLAN

     

     

    The
      Burlington Resources Inc. 1997 Performance Share Unit Plan (the “Plan”) is
      hereby amended as follows:

     

    1.    Section
      2.1(e) of the Plan is amended, effective as of the “Effective Time” as defined
      in that certain Agreement and Plan of Merger dated as of December 12, 2005
      by and among Burlington Resources Inc., ConocoPhillips and Cello Acquisition
      Corp. (the “Effective Time”), to read as follows:

     

    “2.1(e)
       Common
      Stock.
      The
      common stock of the Company, par value $.01 per share, or such other classes
      of
      shares or other securities as may be applicable pursuant to the provisions
      of
      Section 5.2 (except as otherwise provided in Section 7.8).”

     

    2.    Section
      7.3 of the Plan is amended, effective as of the Effective Time, to read as
      follows:

     

    “7.3
       Memorandum
      Account.
      The
      Company shall establish a ledger account (the “Memorandum Account”) for each
      Participant who has elected to defer a payment pursuant to Section 7.2. Except
      as provided in Section 7.4, interest shall accrue on the deferred payment to
      the
      date of distribution, and shall be credited to the Memorandum Account as of
      such
      Valuation Dates as shall be established by the Management Committee (the
      deferred payment plus credited interest under the Memorandum Account being
      the
“Interest Account”). The Management Committee shall determine, in its sole
      discretion, the rate of interest to be credited periodically to the Interest
      Accounts; provided, however, that in no event may the interest rate be less
      than
      the Moody’s Long-Term Corporate Bond Yield Average (as it may be adjusted from
      time to time); and, provided, further, that the Plan may not be amended to
      reduce or eliminate this minimum rate of interest.”

     

    3.    Section
      7.4 of the Plan is amended, effective as of the Effective Time, to read as
      follows:

     

    “7.4
       Investment
      of Accounts.
      In lieu
      of investing in the Interest Account, a Participant may elect that all or a
      specified percentage of his or her deferred payment be credited to the Company
      Stock Account (as defined below), the S&P Account (as defined below), or in
      any combination of the Interest Account, Company Stock Account and/or S&P
      Account as elected by the Participant. The Management Committee (or the Plan
      Administrator, as the case may be) shall establish a separate subaccount(s)
      for
      such Participant under his or her Memorandum Account, which shall be credited
      (i) with respect to the Company Stock Account, with whole and fractional phantom
      shares of Common Stock (“Phantom Stock”) as of the applicable date, and with
      phantom dividends with respect to the credited Phantom Stock, which shall be
      credited as being reinvested in additional shares of Phantom Stock (such
      credited shares of Phantom Stock being the “Company Stock Account”) and (ii)
      with respect to the S&P Account, with whole and fractional


    
      
         

         

      

      
         

        
          

        

      

      
         

      

    


    phantom
      units in a Standard & Poor’s 500 Composite Stock Price Index fund (or by
      reference to a mutual fund selected by the Management Committee that tracks
      such
      index as of the applicable date) and with any phantom distributions of such
      credited S&P units, which shall be credited as being reinvested in
      additional phantom S&P units (such credited phantom S&P units being the
“S&P Account”). All credits to the Company Stock Account resulting from an
      initial investment of deferred amounts shall be based on a value equal to 75
      percent of the Fair Market Value per share of the Common Stock on the applicable
      Valuation Date. All credits to the Company Stock Account resulting from a
      reinvestment of amounts previously invested in the Interest Account or the
      S&P Account or resulting from a reinvestment of phantom dividends shall be
      made based on a value equal to 100% of the Fair Market Value per share of the
      Common Stock on the applicable Valuation Date.

     

    Each
      Participant who has a Memorandum Account under the Plan may elect that all
      or a
      specified percentage of his or her Memorandum Account balance as of any date
      be
      reinvested in the Interest Account, Company Stock Account and/or S&P Account
      in such proportions as elected by the Participant. This election shall be in
      such form as the Plan Administrator shall establish and shall comply with all
      requirements of Section 16(b), to the extent applicable. In no event may any
      reinvestment be made of any portion of a Participant’s Company Stock Account
      representing Phantom Stock purchased at a discount to Fair Market Value as
      described above prior to the earlier of (i) the expiration of a period of three
      years following the date on which the Phantom Stock purchased at a discount
      was
      credited to the Participant’s Company Stock Account or (ii) the date of the
      Participant’s retirement, death, Permanent Disability, resignation or
      termination of employment.”

     

    4.    Section
      7.5 of the Plan is amended, effective as of the Effective Time, to read as
      follows:

     

    “7.5
       Payment
      of Deferred Compensation.
      Upon
      retirement, death, Permanent Disability, resignation or termination of
      employment of a Participant who has elected to defer the payment in respect
      of
      any Units, the employer shall pay to such Participant (or to his or her
      Beneficiary in case of the Participant’s death) in cash the balance credited to
      his or her affected Account(s) as follows:

     

    
      	 	
              (a)

            	
              a
                lump sum payment; or

               

            


    

    
      	 	
              (b)

            	
              in
                60 consecutive substantially equal monthly installments; or

               

            


    

    
      	 	
              (c)

            	
              in
                120 consecutive substantially equal monthly installments;

               

            


    

    whichever
      form of payment has been elected by the Participant. If distributions are to
      be
      made in substantially equal installments, the amount of each installment payment
      shall be determined by dividing (i) the amount credited to the portion of the
      Participant’s Account to be paid in that form determined as of the valuation
      date before the applicable installment payment by (ii) the number of
      installment payments (including the applicable installment) remaining to be
      paid. On and after the Participant’s retirement, death, 


    
      
         

         

      

      
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    Permanent
      Disability, resignation or termination of employment and until the full
      distribution of his or her Account(s), the Participant may invest all or a
      specified portion of his or her Account(s) as of any date in the Interest
      Account, Company Stock Account and/or S&P Account in such proportions as
      elected by the Participant. Payment of Accounts shall commence or be made in
      the
      month following the month in which the Participant’s retirement, death,
      Permanent Disability, resignation or termination of employment occurs or any
      other specified time that is elected by the Participant and acceptable to the
      Management Committee or the Plan Administrator, as the case may be. In the
      case
      of distribution to a Participant in installments, payment will be made on a
      pro
      rata basis from each of the Participant’s Accounts.”

     

    5.    Section
      7
      of the Plan is amended, effective as of the Effective Time, by adding the
      following new Section 7.8:

     

    “7.8
       Conversion
      of Company Stock Account.
      At the
“Effective Time” as defined in that certain Agreement and Plan of Merger dated
      as of December 12, 2005 by and among the Company, ConocoPhillips and Cello
      Acquisition Corp., the Phantom Stock held in the Company Stock Account shall
      be
      converted in accordance with said Agreement and Plan of Merger into phantom
      shares of common stock of ConocoPhillips, and thereafter the term “Common Stock”
for purposes of this Plan shall mean common stock of
      ConocoPhillips.”

     

    6.    Section
      8.10 of the Plan is amended, effective as of January 1, 2005, to read as
      follows:

     

    “8.10
       Termination
      and Amendment.
      Subject
      to Section 8.13 and the limitation set forth in the third sentence of Section
      7.3, the Board or the Compensation Committee may from time to time amend,
      suspend or terminate the Plan, in whole or in part; provided, however, that
      no
      such action shall be allowed to impair the right of a Participant to receive
      payment with respect to Units that have vested as of such date without the
      consent of such Participant. Subject to Section 8.13 and the limitation set
      forth in the third sentence of Section 7.3, the Management Committee may amend
      the Plan, without Board or Compensation Committee approval, to ensure that
      the
      Company may obtain any regulatory approval or to accomplish any other reasonable
      purpose, provided that the amendments do not materially increase the cost of
      the
      Plan to the Company and its Subsidiaries, and do not substantially alter the
      level of benefits under the Plan or expand the classification of employees
      eligible to participate in the Plan. If the Plan is suspended or terminated,
      the
      Board may reinstate any or all of its provisions.”

     

    7. Section
      8
      of the Plan is amended, effective as of January 1, 2005, by adding the following
      new Section 8.13:

     

    “8.13
       Preservation
      of Grandfathering under Code Section 409A.
      It is
      intended that any amounts deferred under this Plan qualify under the grandfather
      provisions of Section 409A of the Internal Revenue Code of 1986, as amended,
      and
      the regulations and guidance thereunder so that such deferrals (as adjusted
      for
      earnings and losses thereon)


    
      
         

         

      

      
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    are
      not
      subject to said Section 409A. No amendments shall be made to this Plan that
      would cause the loss of such grandfather protection.”

    


    
      
         

      

      
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