Unassociated Document


    AMENDMENT
      NO. 2

    TO

    BURLINGTON
      RESOURCES INC.

    1994
      RESTRICTED STOCK EXCHANGE PLAN

     

     

    The
      Burlington Resources Inc. 1994 Restricted Stock Exchange Plan (the “Plan”) is
      hereby amended as follows:

    1.    Section
      2.1(f) 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.,
      to read as follows:

     

    “(f) 
      Common Stock. The
      common stock, par value $.01 per share, of the Company or such other classes
      of
      shares or other securities as may be applicable pursuant to the provisions
      of
      Section 4.2 (except as otherwise provided in Section 4.3).”

     

    2.    Article
      IV of the Plan is amended, effective as of the Effective Time, by adding the
      following new Section 4.3:

     

    “4.3
      Conversion
      to ConocoPhillips Phantom Shares.
      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., each Phantom Share shall be converted in accordance with
      said
      Agreement and Plan of Merger into a phantom share of common stock of
      ConocoPhillips, and thereafter the term “Common Stock” or “Common Stock of the
      Company” for purposes of this Plan shall mean common stock of
      ConocoPhillips.”

     

    3.    Section
      7.10 is amended, effective as of January 1, 2005, to read as
      follows:

     

    “7.10 
      Termination
      and Amendment.
      Subject
      to Section 7.14, the Board or the Committee may from time to time amend, suspend
      or terminate the Plan in


    
      
         

         

      

      
         

        
          

        

      

      
         

      

    


    whole
      or
      in part; provided,
      however,
      no such
      action shall be allowed to impair the right of a Participant to receive payment
      with respect to Phantom Shares (or a Memorandum Account) that have vested as
      of
      such date without the consent of such Participant. Upon termination of the
      Plan,
      the Committee may provide for the immediate payment of all Phantom Shares (or
      Memorandum Accounts, as the case may be), notwithstanding that the Participants
      have not terminated employment. Subject to Section 7.14, the Committee may
      amend
      the Plan, without Board 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. If the Plan is suspended or terminated, the Committee may reinstate
      any or all of its provisions.”

     

    4.    Article
      VII is amended, effective as of January 1, 2005, by adding the following new
      Section 7.14:

     

    “7.14 
      Preservation
      of Grandfathering under IRC Section 409A. It
      is
      intended that the benefits 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 benefits are not subject
      to
      said Section 409A. No amendment shall be made to this Plan that would cause
      the
      loss of such grandfather protection.”

    
      
         

      

      
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