EXHIBIT 10.9

                                 AMENDMENT NO. 3
                                       TO
                            BURLINGTON RESOURCES INC.
                       1991 DIRECTOR CHARITABLE AWARD PLAN


                  The Burlington Resources Inc. 1991 Director Charitable Award
Plan (the "Plan") is hereby amended, effective as of December 17, 2003, as
follows:

                  1. The first sentence of Section 1.2 of the Plan is amended to
read in its entirety as follows:

                           "The purpose of the Plan is to promote the mutual
                           interest of the directors and the Company to support
                           Institutions of Higher Learning and other worthy
                           charitable organizations, and to enhance the positive
                           image of the Company."

                  2. Subparagraph (e) of Article 2 of the Plan is amended to
read in its entirety as follows:

                           "(e)     'Committee' means the Compensation Committee
                                    of the Board of Directors."

                           3. Subparagraph (n) of Article 2 of the Plan is
amended to read in its entirety as follows:

                           "(n)     'Qualified Donee' means: (i) any Institution
                                    of Higher Learning which (A) qualifies for
                                    tax deductible contributions under Code
                                    Section 170(c)(2) or any successor statute,
                                    and (B) has not been denied status as a
                                    Qualified Donee by the Board of Directors
                                    pursuant to Section 5.2 herein; or (ii) any
                                    organization other than an Institution of
                                    Higher Learning (including without
                                    limitation a private foundation described in
                                    Code Section 509) which (A) qualifies for
                                    tax deductible contributions under Code
                                    Section 170(c)(2) or any successor




                                    statute, and (B) has been approved as a
                                    Qualified Donee by the Board of Directors
                                    pursuant to Section 5.2 herein."

                  4. Section 3.1 of the Plan is amended to read in its entirety
as follows:

                           "3.1. Committee. The Plan shall be administered by
                           the Board of Directors and the Committee. The
                           Committee shall interpret the Plan, prescribe, amend
                           and rescind rules relating to it, select eligible
                           Participants, and take all other actions necessary
                           for its administration. No member of the Committee
                           shall vote on any matter that pertains solely to
                           himself or herself."

                  5. Section 5.2 of the Plan is amended to read in its entirety
as follows:

                           "5.2. Designation of Donees. Each Participant shall
                           nominate eligible organizations (as described in
                           subparagraph (n) of Article 2) to receive Charitable
                           Awards by providing formal notice of such nominations
                           to the Committee. Following the receipt of the
                           nominations of organizations, the Committee will
                           review each nomination. If the nominated organization
                           is an Institution of Higher Learning, the Committee
                           may, if it so determines, recommend to the Board of
                           Directors that the nomination be denied. If the
                           nominated organization is not an Institution of
                           Higher Learning, the Committee will make a
                           recommendation to the Board of Directors as to
                           whether or not the nomination should be approved by
                           the Board of Directors. The Board of Directors, by
                           majority vote, shall have the authority to approve or
                           deny status as a Qualified Donee to any organization
                           nominated by a Participant. In the event that one or
                           more Institutions of Higher Learning are nominated by
                           a Participant for status as a Qualified Donee but
                           that nomination is denied by the Board of Directors,
                           the Participant may nominate additional eligible
                           organizations to receive a Charitable Award, subject
                           to approval or denial as described in this Section
                           5.2. In the event one or more organizations other
                           than Institutions of Higher Learning are nominated by
                           a Participant for status as a Qualified Donee but are
                           not approved for such status by the Board of
                           Directors, the Participant may nominate additional
                           eligible organizations to receive a Charitable Award,
                           subject to approval or denial as described in this
                           Section 5.2.

                           "All nominations of organizations to receive
                           Charitable Awards shall be made on a Charitable Award
                           Nomination Form, which shall specify the following:
                           (i) the name of the nominated organization; (ii) the
                           amount desired by the Participant to be donated to
                           the organization; (iii) the name under which the


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                           donation is to be made; and (iv) any other terms and
                           provisions deemed necessary by the Board of Directors
                           or the Committee. Each completed Charitable Award
                           Nomination Form shall be submitted to the Corporate
                           Secretary of the Company."

                  6. The first and second sentences of Section 5.3 of the Plan
are amended to read in their entirety as follows:

                           "Participants may, at any time, nominate an
                           alternative eligible organization (as described in
                           subparagraph (n) of Article 2) to receive a
                           Charitable Award (subject to approval or denial as
                           described in Section 5.2 herein). In addition,
                           Participants may, at any time, request a change in
                           the amount of money to be donated to each such
                           Qualified Donee, or a change in the name under which
                           the donation is to be made, subject to approval or
                           denial as described in Section 5.2 herein."



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