Unassociated Document


    AMENDMENT
      NO. 6

    TO

    BURLINGTON
      RESOURCES INC.

    SUPPLEMENTAL
      BENEFITS PLAN

     

     

    The
      Burlington Resources Inc. Supplemental Benefits Plan (the “Plan”) is hereby
      amended as follows:

    1.    Section
      1.4 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:

     

     

    “1.4
       Common
      Stock
      means
      the common stock, par value $.01 per share, of the Company (except as otherwise
      provided in Section 4.13).”

     

    2.    Section
      1.17 of the Plan is amended, effective as of January 1, 2005, by adding the
      following at the end thereof:

     

     

    “Notwithstanding
      the foregoing, in the case of any Non-Grandfathered Benefits, “Permanent
      Disability” shall mean (i) the Participant is unable to engage in any
      substantial gainful activity by reason of any medically determinable physical
      or
      mental impairment which can be expected to result in death or can be expected
      to
      last for a continuous period of not less than 12 months, or (ii) the Participant
      is receiving, by reason of any medically determinable physical or mental
      impairment which can be expected to result in death or can be expected to last
      for a continuous period of not less than 12 months, income replacement benefits
      for a period for not less than 3 months under an accident or health plan
      covering employees of the Participant’s employer.”

     

    3.    Section
      1
      of the Plan is amended, effective as of January 1, 2005, by adding the following
      new Sections 1.25, 1.26 and 1.27:

     

    “1.25
       Grandfathered
      Benefit
      means
      any benefit payable under this Plan which is considered as deferred before
      January 1, 2005 and therefore grandfathered for purposes of Section 409A of
      the
      Code and any regulations and guidance issued thereunder.


    
      
         

         

      

      
         

        
          

        

      

      
         

      

    


    “1.26
       Non-Grandfathered
      Benefit
      means
      any benefit payable under this Plan which is not a Grandfathered
      Benefit.

     

    “1.27
      Specified
      Employee
      means a
“specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code
      and any regulations and guidance issued thereunder.”

     

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

     

    “4.5
       Investment
      of Accounts.
      Except
      as provided below, each Memorandum Account shall accrue interest on the phantom
      Employer Matching Contributions credited to such Account from such date of
      crediting through the date of distribution of such account (the “Interest
      Account”). Such interest shall be credited to the Memorandum Account as of such
      valuation dates as shall be determined by the Management Committee. 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. 

     

    In
      lieu
      of investing in the Interest Account, a Participant may elect that all or a
      specified percentage of his or her Employer Matching Contributions for that
      year
      be invested in Phantom Stock (the “Company Stock Account”), in the S&P
      Account or in any combination of the Interest Account, Company Stock Account
      and/or S&P Account. If the Participant so elects, the Management Committee
      shall establish a separate notional 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 shares of Phantom Stock
      periodically as of the dates of the credits to the Company Stock Account, and
      with phantom (notional) dividends with respect to the Phantom Stock, which
      shall
      be credited as being reinvested in additional shares of Phantom Stock and
      (ii) with respect to the S&P Account, with whole and fractional units
      in the S&P Account periodically as of the credits to the S&P Account and
      with any notional distributions on such units, which shall be credited as being
      reinvested in additional units. All credits and debits to the Company Stock
      Account shall be made based on the Fair Market Value per share of the Common
      Stock on the applicable date.”

     

    5.    Section
      4.6 is amended, effective as of the Effective Time, to read as
      follows:

     

    “4.6
       Change
      in Investment Elections.
      Each
      Participant who has an Account under the Plan may elect that all or a specified
      percentage of his or her 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 Management Committee (or the Compensation Committee, as the case may
      be)
      shall establish and shall comply with all requirements of Section 16(b), to
      the
      extent applicable.”


    
      
         

         

      

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

     

    “4.8
       Time
      and Manner of Payments.
      Upon a
      Participant’s Termination (and with respect to a Participant’s RSP benefit, upon
      his or her Permanent Disability), the Company shall pay to such Participant
      (or
      to his or her Surviving Spouse or Beneficiary in case of the Participant’s
      death) in cash (i) the present value of the Participant’s accrued supplemental
      pension benefits under Section 4.1 and/or (ii) the balance credited to his
      or
      her Memorandum Account under Section 4.2 as follows:

     

    
      	 	
              (a)

            	
              a
                lump sum payment; or

               

            


    

    
      	 	
              (b)

            	
              in
                5 consecutive substantially equal annual installments; or

               

            


    

    
      	 	
              (c)

            	
              in
                10 consecutive substantially equal annual installments;

               

            


    

    whichever
      form of payment has been elected by the Participant with respect to such
      benefit. 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
      Termination or Permanent Disability 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 benefits shall commence or be made in the month following the month
      in which the Participant’s Termination or Permanent Disability occurs, whichever
      is applicable. 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. The payment of any other supplemental benefits pursuant to an
      employment contract under Section 4.3 shall be made as provided in the
      employment contract, subject to the 6-month delay following Termination for
      Non-Grandfathered Benefits to a Specified Employee under an employment contract
      as hereinafter provided. Notwithstanding the foregoing, with respect to any
      Non-Grandfathered Benefits, in the case of a Participant whom the Compensation
      Committee determines is or may be a Specified Employee and who becomes entitled
      to payment by reason of his or her Termination, no distribution of such
      Non-Grandfathered Benefits may be made by reason of the Participant’s
      Termination before the date which is 6 months after the date of such
      Participant’s separation from service (or, if earlier, the date of the
      Participant’s death). The determination by the Compensation Committee that a
      Participant is or may be a Specified Employee shall be conclusive and
      binding.”

     

    7.    Section
      4.9 of the Plan is amended, effective as of January 1, 2005, by adding the
      following sentence at the beginning of said Section:

     

    “This
      Section 4.9 shall apply only to the Grandfathered Benefits.”


    
      
         

         

      

      
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    8.    Section
      4
      of the Plan is amended, effective as of January 1, 2005, by adding the following
      new Sections 4.11 and 4.12:

     

    “4.11
       Acceleration
      of Payments for Non-Grandfathered Benefits.

     

    Anything
      in this Plan to the contrary notwithstanding, with respect to Non-Grandfathered
      Benefits, this Section 4.11 shall apply in lieu of Section 4.9.

     

    Notwithstanding
      anything in the Plan to the contrary, the Compensation Committee, in its sole
      discretion, may accelerate the payment of all or part of the unpaid balance
      of a
      Participant’s Account(s) at the request of the Participant upon its
      determination that the Participant has incurred an unforeseeable emergency.
      For
      this purpose, the term “unforeseeable emergency” means a severe financial
      hardship to the Participant resulting from an illness or accident of the
      Participant, the Participant’s spouse, or a dependent (as defined in Section
      152(a) of the Code) of the Participant, loss of the Participant’s property due
      to casualty, or other similar extraordinary and unforeseeable circumstances
      arising as a result of events beyond the control of the Participant. A
      distribution may be made on account of an unforeseeable emergency only if the
      amounts distributed with respect to an emergency do not exceed the amounts
      necessary to satisfy such emergency plus amounts necessary to pay taxes
      reasonably anticipated as a result of the distribution, after taking into
      account the extent to which such hardship is or may be relieved through
      reimbursement or compensation by insurance or otherwise or by liquidation of
      the
      Participant’s assets (to the extent the liquidation of such assets would not
      itself cause severe financial hardship).

     

    “4.12
       Election
      of Form of Payment under Transition Rules.
      With
      respect to Non-Grandfathered Benefits, the Compensation Committee may allow
      Participants to make an election or to change their election as to the form
      of
      payment pursuant to Section 4.8 during an election period prescribed by the
      Compensation Committee to the extent permitted under transition rules prescribed
      by the U.S. Treasury Department under Section 409A of the Code.”

     

    9.    Section
      4
      of the Plan is amended, effective as of the Effective Time, by adding the
      following new Section 4.13:

     

    “4.13
       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.”

     

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


    
      
         

         

      

      
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    “5.6
       Termination
      and Amendment.
      Subject
      to Section 5.9 and the limitation set forth in the third sentence of Section
      4.5, the Compensation Committee may from time to time amend, suspend or
      terminate the Plan, in whole or in part, and if the Plan is suspended or
      terminated, the Compensation Committee may reinstate any or all of its
      provisions. Subject to Section 5.9 and the limitation set forth in the third
      sentence of Section 4.5, the Management Committee may also amend the Plan;
      provided, however, that it may not suspend or terminate the Plan, or
      substantially increase the obligations of the Company under the Plan (provided,
      however, that the addition of new notional subaccounts for investments shall
      not
      be deemed an increase in the obligations of the Company), or expand the
      classification of employees who are eligible to participate in the Plan. No
      amendment, suspension or termination of the Plan may impair the right of a
      Participant or his or her Surviving Spouse or Beneficiary to receive the benefit
      accrued hereunder prior to the effective date of such amendment, suspension
      or
      termination If the Plan is terminated, Participants, Surviving Spouses and
      Beneficiaries who have accrued benefits under the Plan as of the date of
      termination will receive payment of such benefits at the times specified in
      the
      Plan .”

     

    11.    Section
      5
      of the Plan is amended, effective as of January 1, 2005, by adding the following
      new Section 5.9:

     

    “5.9
       Compliance
      with Code Section 409A.
      With
      respect to any Non-Grandfathered Benefits, it is intended that this Plan comply
      with Section 409A of the Code and any regulations, guidance and transitional
      rules issued thereunder, and the Plan shall be interpreted and operated
      consistently with that intent. If the Compensation Committee shall determine,
      following the issuance of final regulations, that any provisions of this Plan
      as
      applicable to Non-Grandfathered Benefits, do not comply with the requirements
      of
      Section 409A of the Code, the Compensation Committee shall amend the Plan to
      the
      extent (and only to the extent) necessary (including retroactively) in order
      to
      preserve compliance with said Section 409A; provided, however, that any such
      amendment affecting amounts previously deferred under the Plan shall be made
      in
      a manner that preserves the economic value of such deferred amounts to the
      Participant.

     

    It
      is
      intended that any Grandfathered Benefits qualify under the grandfather
      provisions of Section 409A of the Code and the regulations and guidance
      thereunder so that such Grandfathered Benefits are not subject to said Section
      409A. No amendments shall be made to this Plan (or to any other plan that may
      affect the Grandfathered Benefits) that may that would cause the loss of such
      grandfather protection.”

    
      
         

      

      
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