Unassociated Document


    AMENDMENT
      NO. 3

    TO

    BURLINGTON
      RESOURCES INC.

    INCENTIVE
      COMPENSATION PLAN

     

     

    The
      Burlington Resources Inc. Incentive Compensation 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 5.10).”

     

    2.    Sections
      5.2 and 5.3 of the Plan are amended, effective as of January 1, 2005, to add
      the
      following at the end of each such Section:

     

    “Anything
      in this Plan to the contrary notwithstanding, any deferrals of Incentive Awards
      for 2004 or any later year shall be made pursuant to an election under the
      Burlington Resources Inc. 2005 Deferred Compensation Plan, and such deferrals
      shall be governed by the provisions of the Burlington Resources Inc. 2005
      Deferred Compensation Plan rather than Sections 5.4 through 5.8 of this Plan
      or
      any other provisions of this Plan relating to deferrals.”

     

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

     

    “5.5
       Investment
      of Accounts.
      Except
      as provided below, each Account shall accrue interest on the deferred Incentive
      Award credited to such Account from the date such Incentive Award is credited
      to
      the Account through the date of its distribution (the “Interest Account”). Such
      interest shall be credited to the Interest Account as of such valuation dates
      as
      shall be determined by the Plan


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Administrator.
      The Plan Administrator 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 Incentive Award deferred for that calendar
      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 Plan Administrator
      shall establish a separate notional subaccount(s) for such Participant under
      his
      or her 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 to the Company Stock Account
      resulting from an initial investment of deferred amounts shall be made at a
      discount based on a value equal to 75 percent of the Fair Market Value per
      share
      of the Common Stock on the applicable 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, and all debits to the Company Stock Account, shall be made
      based on a value equal to 100% of the Fair Market Value per share of the
      Company’s Common Stock on the applicable date. The Plan Administrator shall
      determine, in its sole discretion, the valuation dates for valuing each
      Participant’s Account(s).”

     

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

     

    “5.6
       Changes
      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 Plan Administrator shall establish. 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 as described in Section 5.5 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


    
      
         

         

      

      
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    credited
      to the Participant’s Company Stock Account or (ii) the date of the Participant’s
      Termination or Special Deferral payment date.”

     

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

     

    “5.7
       Payment
      of Accounts.
      Upon a
      Participant’s Termination or on any Special Deferral payment date, the Company
      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 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. 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 Special Deferral payment date 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 Termination or Special
      Deferral payment date occurs. 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.”

     

    6.    A
      new
      Section 5.10 is added to the Plan, effective as of the Effective Time, to read
      as follows:

     

    “5.10
       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.”


    
      
         

         

      

      
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    7.    The
      first
      sentence of Section 6.6 of the Plan is amended, effective as of January 1,
      2005,
      to read as follows:

     

    “Subject
      to Section 6.8 and the limitation set forth in the third sentence of Section
      5.5, 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.”

     

    8.    A
      new
      Section 6.8 is added to the Plan, effective as of January 1, 2005, to read
      as
      follows:

     

    “6.8
       Preservation
      of Grandfathering Under Section 409A.
      It is
      intended that any amounts deferred under this Plan prior to January 1, 2005
      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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