exv10w27



 






Exhibit 10.27




AMENDMENT NO. 3

TO

BURLINGTON RESOURCES INC.

2002 STOCK INCENTIVE PLAN




     The Burlington Resources Inc. 2002 Stock Incentive Plan is hereby amended, effective as of
December 19, 2005, as follows:



     1. Section 2.1 is amended to read in its entirety as follows:



     "2.1 Beneficiary




	 	 	“The person or persons designated by the Participant as his or her
beneficiary under the Plan on a form prescribed by and delivered to the
Plan Administrator to whom the Participant’s rights under the Plan shall
pass upon the Participant’s death or, if no such effective beneficiary
designation is in effect, the person or persons to whom the Participant’s
rights under the Plan shall have passed by will or the laws of descent and
distribution.”





     2. Subsection (f) of Section 6.4 is amended to read in its entirety as follows:




	 	 	“Except as provided below, during a Participant’s lifetime, an option may
be exercisable only by the Participant and options granted under the Plan
and the rights and privileges conferred thereby shall not be subject to
execution, attachment or similar process and may not be transferred,
assigned, pledged or hypothecated in any manner (whether by operation of
law or otherwise) other than by Beneficiary designation, by will or by the
applicable laws of descent and distribution. Notwithstanding the
foregoing, to the extent permitted by applicable law and Rule 16b-3, the
Plan Administrator may permit the recipient of a Nonqualified Option to
transfer such Nonqualified Option. Any other attempt to transfer, assign,
pledge, hypothecate or otherwise dispose of any option under the Plan or
of any right or privilege conferred thereby, contrary to the provisions of
the Plan, or the sale or levy or any attachment or similar process upon
the rights and privileges conferred hereby, shall be null and void.”





 









 






	3.	 	The third sentence of Article 11.7 is amended to read in its entirety as follows:






	 	 	“The Fair Market Value of such Common Stock as delivered shall be
valued as of the day prior to exercise of the Option or the
vesting of the Restricted Stock.”






	4.	 	The fifth sentence of Section 11.7 is amended to read in its entirety as follows:






	 	 	“The Fair Market Value of such Common Stock as is withheld shall be valued as of the day of
exercise of the option or stock appreciation right or the vesting of the Restricted Stock.”






-2-










 






AMENDMENT NO. 4 TO

BURLINGTON RESOURCES INC.

2002 STOCK INCENTIVE PLAN




     The Burlington Resources Inc. 2002 Stock Incentive Plan is hereby amended, effective as of
January 25, 2006, as follows:



     1. A new Section 2.21 is added to read as follows:




2.21 Merger Agreement




The Agreement and Plan of Merger, dated December 12, 2005, by and among the
Company, ConocoPhillips and Cello Acquisition Corp., a wholly owned
subsidiary of ConocoPhillips, pursuant to which Burlington will be merged
with and into Cello Acquisition Corp.



     2. The portion of the first sentence of Section 6.4(h) up to the colon is amended to read in
its entirety as follows:




     “Subject to Section 6.4(i) below, upon the termination of a
Participant’s employment with the Company and its Subsidiaries for
any reason other than death or Permanent Disability, the
Participant’s option shall be exercisable only to the extent that it
was then exercisable and, unless the term of the option expires
sooner, such option shall expire according to the following
schedule; provided, however, that the Plan Administrator may at any
time determine in a particular case that specific limitations and
restrictions under the Plan shall not apply:”



     3. The first sentence of Section 6.4(i) is amended to read in its entirety as follows:




     “Nothwithstanding other Plan provisions pertaining to the times at
which options may be exercised, all outstanding options, to the extent not
then currently exercisable, shall become exercisable in full upon the
occurrence of a Change in Control; provided, however, that any options
granted after December 12, 2005 will not vest in full at the Effective Time
(as defined in the Merger Agreement) but will instead retain their normal
vesting schedule subject to vesting in full in the event, following the
Effective Time, of a termination of the employment of the holder by the
Company (or ConocoPhillips) without Cause or by the holder for Good Reason
prior to full vesting.”



     4. Section 8.6 is amended to read in its entirety as follows:




“The Restriction Period for any Participant shall be deemed to end and all
restrictions on shares of Restricted Stock shall terminate immediately



 









 







upon a Change in Control; provided, however, that the Restriction Period for
any Participant and the restrictions on any shares granted after December
12, 2005 will not lapse immediately at the Effective Time (as defined in
the Merger Agreement) but will instead continue in full, but such
Restriction Period will end in the event, following the Effective Time, of a
termination of the employment of the holder by the Company (or
ConocoPhillips) without Cause or by the holder for Good Reason prior to full
vesting.”