Unassociated Document


    AMENDMENT
      NO. 1

    TO

    BURLINGTON
      RESOURCES INC.

    1992
      PERFORMANCE SHARE UNIT PLAN

     

     

    The
      Burlington Resources Inc. 1992 Performance Share Unit Plan (the “Plan”) is
      hereby amended as follows:

     

    1.    Section
      7.3 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:

     

    “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. 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 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.”

     

    2.    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 Memorandum Account, together with an investment adjustment
      (determined under Section 7.3) on the outstanding account balance to the date
      of
      distribution and subject to approval of the Management Committee (except that
      following the occurrence of a Change in Control, no such consent shall be
      required), 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.

               

            


    

    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. Payment of deferred Units
      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 Plan Administrator.”

     

    3.    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 8.14 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 8.14 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. If not sooner terminated,
      this
      Plan shall terminate on December 31, 1996.”

     

    4.    Section
      8
      of the Plan is amended, effective as of January 1, 2005, by adding the following
      new Section 8.14:

     

    “8.14
       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) 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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