exv10w23



 






Exhibit 10.23




AMENDMENT NO. 2

TO

BURLINGTON RESOURCES INC.

PHANTOM STOCK PLAN

FOR NON-EMPLOYEE DIRECTORS




          The Burlington Resources Inc. Phantom Stock Plan for Non-Employee Directors is hereby amended
as follows, effective for Phantom Stock granted on or after January 1, 2006:



          1. Section 1.12 (the definition of “Termination”) is renumbered as Section 1.13, and a
new Section 1.12 is added to read as follows:




“1.12 S&P Account means a notional account credited with units in a
Standard & Poor’s 500 Composite Stock Price Index fund or in a mutual fund
selected by the Management Committee that tracks such index, as provided in
Section 4.4.”



          2. The last sentence of Section 4.1 is amended to read as follows:




“A separate Company Stock Account shall be established for each Participant with
respect to each Grant Date; provided, however, that all Company Stock Accounts
established for a Participant that are to be paid in the same manner, e.g.,
a lump sum, 5 annual installments or 10 annual installments, may be combined into a
single Company Stock Account.”



          3. Section 4.4 is amended to read as follows:




          “4.4 Payment of Accounts. Except as provided below, upon a
Participant’s Termination, the Company shall pay to such Participant (or to his or
her Beneficiary in case of the Participant’s death) an amount in cash equal to the
balance then credited to his or her Company Stock 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 (or deemed elected) by the Participant.
If a Participant has elected to receive the distribution of his or her Account in
installments, the Participant may request that the Management Committee reinvest all
or a specified percentage of his or her Account as of any date in the Interest
Account, Company Stock Account and/or S&P Account in such proportions as elected by
the Participant; provided, however, that the Management Committee shall not be
obligated to honor any such Participant’s request. Each Interest Account shall
accrue interest on the balance credited to such Interest Account from the date of
Termination through the date of its distribution. Such interest shall be credited
to the Interest 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. Each S&P Account shall be credited with whole and fractional
units in a Standard & Poor’s 500 Composite Stock Price Index fund (or by reference
to a mutual fund selected by the Management Committee that tracks such index as of
the applicable date) and with any notional distributions on such units, which shall
be credited as being reinvested in additional units. The Management Committee shall
determine, in its sole discretion, the valuation date for valuing each Participant’s
Account.




Payment of Accounts shall commence or be made in the January following the year in
which the Participant’s Termination 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.”



-2-