8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 29, 2006

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Burlington Resources Inc.

(Exact name of registrant as specified in its charter)

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Delaware	1-9971	91-1413284
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

717 Texas Avenue, Suite 2100, Houston, Texas	77002
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (713) 624-9000

Not Applicable

(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.Entry into a Material Definitive Agreement.

Burlington Resources Inc., a Delaware corporation (the “Company”), ConocoPhillips, a Delaware corporation, and Cello Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of ConocoPhillips (“Merger Sub”), have entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 12, 2005. The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, the Company will merge with and into Merger Sub, with Merger Sub continuing as the surviving corporation (the “Merger”).

On March 29, 2006, the Board of Directors of the Company, took the following actions with respect to certain of the Company’s plans and agreements:

BURLINGTON RESOURCES INC. 2005 DEFERRED COMPENSATION PLAN

The Board of Directors of the Company adopted the Burlington Resources Inc. 2005 Deferred Compensation Plan (the “2005 Deferred Compensation Plan”). The 2005 Deferred Compensation Plan is a nonqualified plan permitting designated employees to defer base salary for periods after December 31, 2004 until termination of employment. The 2005 Deferred Compensation Plan also serves as a vehicle for deferrals after December 31, 2004 under certain other plans (including the Burlington Resources Inc. Incentive Compensation Plan, the Burlington Resources Inc. 2001 Performance Share Unit Plan, and the Burlington Resources Inc. 2005 Performance Share Unit Plan). During the deferral period, the deferred amounts may be invested at the election of the participant in an interest-bearing investment option (with an interest rate no less than the Moody’s Long-Term Corporate Bond Yield Average), an S&P 500 investment option or employer phantom stock investment option or any combination thereof. Upon termination of employment, payments may be made in a lump sum or in 5 or 10 annual installments as elected by the participant. For certain key employees, distribution is delayed for 6 months following termination of employment, as required by Section 409A of the Internal Revenue Code. Distribution may be accelerated if the participant incurs an unforeseeable emergency.

STOCK INCENTIVE PLANS

The Company’s Board of Directors approved a resolution providing that all outstanding options to purchase shares of the Company’s common stock under the Burlington Resources Inc. 1993 Stock Incentive Plan, the 1997 Employee Stock Incentive Plan, the 2002 Stock Incentive Plan, the 1992 Stock Option Plan for Non-Employee Directors and the 2000 Stock Option Plan for Non-Employee Directors, whether or not vested, will, at the effective time of the Merger, convert into options to purchase shares of common stock of ConocoPhillips in accordance with the formula set forth in the Merger Agreement.

The Board of Directors further approved a resolution providing that, at the effective time of the Merger, the restricted stock granted on January 25, 2006 under the Burlington Resources Inc. 2002 Stock Incentive Plan and the 1997 Employee Stock Incentive Plan shall not convert into the right to receive the Merger Consideration (as defined in the Merger Agreement) but shall instead convert into restricted shares of ConocoPhillips common stock in accordance with the formula set forth in the Merger Agreement.

TERMINATION OF EMPLOYMENT OF MR. BOBBY SHACKOULS

The Board of Directors of the Company adopted certain resolutions relating to the benefits of Bobby S. Shackouls, the Company’s Chairman of the Board, President and Chief Executive Officer, in connection with his termination of employment with the Company. ConocoPhillips and the Company agreed that the employment of Mr. Shackouls will be terminated simultaneous with or immediately prior to the effective time of the Merger so that he may serve as an independent director of ConocoPhillips. Because an early termination of employment might jeopardize Mr. Shackouls’ entitlement to certain benefits conditioned on a “Change in Control”, the Board adopted resolutions designed to ensure that Mr. Shackouls would receive payments and benefits equal to what he would have received if a “Change in Control” occurred immediately before his termination of employment, including his entitlement to severance benefits under the Company’s Executive Change in Control Severance Plan and his employment agreement (subject to the coordination of benefits provision therein), vesting of a bonus payment under

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the Company’s Incentive Compensation Plan, vesting in performance share units under the Company’s 2005 Performance Share Unit Plan, and vesting in outstanding stock options and restricted stock.

AMENDMENT OF DEFERRAL PROVISIONS OF COMPENSATION PLANS

The Board of Directors approved amendments to various compensation plans of the Company primarily designed to allow deferrals of compensation to continue after December 31, 2004 in compliance with Section 409A of the Code and to preserve grandfathering for prior deferrals, with the following principal changes (to the extent applicable to the particular plan): (i) with respect to the interest-bearing investment alternative, the minimum interest rate will be no less than the Moody’s Long-Term Corporate Bond Yield Average, (ii) with respect to the phantom stock investment alternative, provision is made for the substitution of ConocoPhillips phantom stock for Company phantom stock at the effective time of the Merger, (iii) the participant has the right to select among the available investment options (interest-bearing investment option, S&P 500 investment option and employer phantom stock) following termination of service pending full distribution, and (iv) provisions are added designed to comply with Section 409A of the Code with respect to benefits subject to Section 409A and to preserve grandfathering protection for benefits satisfying the grandfather provisions under Section 409A. The plans affected by some or all of these amendments are the following:

Burlington Resources Inc. Deferred Compensation Plan

Burlington Resources Inc. Incentive Compensation Plan

Burlington Resources Inc. 1992 Performance Share Unit Plan

Burlington Resources Inc. 1997 Performance Share Unit Plan

Burlington Resources Inc. 2001 Performance Share Unit Plan

Burlington Resources Inc. 2005 Performance Share Unit Plan

Burlington Resources Inc. Supplemental Benefits Plan

Burlington Resources Inc. 1998 Employee Phantom Stock Plan

Burlington Resources Inc. Phantom Stock Plan for Non-Employee Directors

Burlington Resources Inc. 1997 Employee Stock Incentive Plan

Burlington Resources Inc. 2002 Stock Incentive Plan

Burlington Resources Inc. 1993 Stock Incentive Plan

LL&E Compensatory Benefits and Supplemental Excess Plan

LL&E Deferred Compensation Arrangement for Selected Employees

Burlington Resources Inc. Retirement Income Plan for Directors

Burlington Resources Inc. 2000 Stock Option Plan for Non-Employee Directors

Burlington Resources Inc. Executive Change in Control Severance Plan

Burlington Resources Inc. Compensation Plan for Non-Employee Directors

Burlington Resources Inc. 1994 Restricted Stock Exchange Plan

SHAREHOLDER RIGHTS AGREEMENT

The information set forth under Item 3.03 is incorporated by reference.

Item 3.03Material Modification to Rights of Security Holders.

In connection with the Merger, the Company and Computershare Trust Company, N.A. (“Computershare”), entered into a First Amendment (the “First Amendment”), dated as of March 29, 2006, to that certain Shareholder Rights Agreement (the “Rights Agreement”), dated as of December 16, 1998, between the Company and Computershare (the current Rights Agent), in respect of the Company’s Preferred Stock Purchase Rights.

The First Amendment provides that (a) neither Merger Sub nor any of its Affiliates or Associates (each as defined in the Rights Agreement) shall be deemed an Acquiring Person (as defined in the Rights Agreement), (b) no Distribution Date, Triggering Event or Stock Acquisition Date (each as defined in the Rights Agreement) shall be deemed to occur, (c) the Rights (as defined in the Rights Agreement) will not separate from the Common Stock (as defined in the Rights Agreement), as provided in the Rights Agreement, in connection with or as

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a result of the execution, delivery or performance of the Merger Agreement or the consummation of the Merger or any of the transactions contemplated thereby, and (d) the Final Expiration Date (as defined in the Rights Agreement) shall be the first to occur of (i) the moment immediately prior to the time at which the Merger becomes effective or (ii) the close of business on December 16, 2008.

The foregoing description of the First Amendment to the Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the First Amendment, which is filed as Exhibit 4.2 hereto, and is incorporated into this report by reference.

Item 5.02Departure of Directors or Principal Officers; Election of Directors; Appointment of

Principal Officers

The information set forth under Item 1.01 with respect to Bobby S. Shackouls, the Company’s Chairman of the Board, President and Chief Executive Officer, is incorporated by reference.

Item 8.01Other Material Events

On March 30, 2006, the Company issued a press release announcing that the Merger was approved at a special meeting of stockholders. A copy of the press issued by the Company is filed herewith as Exhibit 99.1.

Item 9.01Financial Statements and Exhibits.

(d)   Exhibits

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
4.1	Shareholder Rights Agreement, dated as of December 16, 1998, between Burlington Resources Inc. and Computershare Trust Company, N.A. (the current Rights Agent) (Exhibit 4.1 to the Company’s Registration Statement on Form 8-A filed on December 18, 1998 is incorporated herein by reference).
4.2	First Amendment, dated March 29, 2006, to the Shareholder Rights Agreement, dated as of December 16, 1998, between Burlington Resources Inc. and Computershare Trust Company, N.A. (Exhibit 4.2 to the Company’s Amendment No. 1 to the Registration Statement on Form 8-A filed on March 30, 2006 is incorporated herein by reference).
10.1	Burlington Resources Inc. 2005 Deferred Compensation Plan, effective January 1, 2005.
10.2	Amendment No. 1 to Burlington Resource Inc. 1992 Performance Share Unit Plan.
10.3	Amendment No. 1 to Burlington Resources Inc. 1997 Performance Share Unit Plan.
10.4	Amendment No. 1 to Burlington Resources Inc. 2000 Stock Option Plan for Non-Employee Directors.
10.5	Amendment No. 1 to Burlington Resources Inc. 2005 Performance Share Unit Plan.

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Exhibit No.	Description of Exhibit
10.6	Amendment No. 1 to Amended and Restated Burlington Resources Inc. Executive Change In Control Severance Plan.
10.7	Amendment No. 2 to Burlington Resources Inc. 1994 Restricted Stock Exchange Plan.
10.8	Amendment No. 2 to Burlington Resources Inc. 1998 Employee Phantom Stock Plan.
10.9	Amendment No. 2 to Burlington Resources Inc. Compensation Plan for Non-Employee Directors.
10.10	Amendment No. 2 to Burlington Resources Inc. Deferred Compensation Plan.
10.11	Amendment No. 2 to Burlington Resources Inc. Retirement Income Plan for Directors.
10.12	Amendment No. 3 to Burlington Resources Inc. 2001 Performance Share Unit Plan.
10.13	Amendment No. 3 to Burlington Resources Inc. Incentive Compensation Plan
10.14	Amendment No. 3 to Burlington Resources Inc. Phantom Stock Plan for Non-Employee Directors.
10.15	Amendment No. 4 to Burlington Resources Inc. 1993 Stock Incentive Plan.
10.16	Amendment No. 5 to Burlington Resources Inc. 2002 Stock Incentive Plan.
10.17	Amendment No. 6 to Burlington Resources Inc. Supplemental Benefits Plan.
10.18	Amendment No. 7 to Burlington Resources Inc. 1997 Employee Stock Incentive Plan.
10.19	Amendment to the LL&E Compensatory Benefits and Supplemental Excess Plan.
10.20	Amendment to the LL&E Deferred Compensation Arrangement for Selected Key Employees.
10.21	Amendment No. 1 to Amended and Restated Burlington Resources Inc. Executive Change in Control Severance Plan.
99.1	Press Release of the Company, dated March 30, 2006, announcing stockholder approval of the Merger.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:March 30, 2006

Burlington Resources Inc.

By:/s/ Frederick J. Plaeger II

Name:Frederick J. Plaeger II

Title:Vice President and General Counsel

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
4.1	Shareholder Rights Agreement, dated as of December 16, 1998, between Burlington Resources Inc. and Computershare Trust Company, N.A. (the current Rights Agent) (Exhibit 4.1 to the Company’s Registration Statement on Form 8-A filed on December 18, 1998 is incorporated herein by reference).
4.2	First Amendment, dated March 29, 2006, to the Shareholder Rights Agreement, dated as of December 16, 1998, between Burlington Resources Inc. and Computershare Trust Company, N.A. (Exhibit 4.2 to the Company’s Amendment No. 1 to the Registration Statement on Form 8-A filed on March 30, 2006 is incorporated herein by reference).
10.1	Burlington Resources Inc. 2005 Deferred Compensation Plan, effective January 1, 2005.
10.2	Amendment No. 1 to Burlington Resource Inc. 1992 Performance Share Unit Plan.
10.3	Amendment No. 1 to Burlington Resources Inc. 1997 Performance Share Unit Plan.
10.4	Amendment No. 1 to Burlington Resources Inc. 2000 Stock Option Plan for Non-Employee Directors.
10.5	Amendment No. 1 to Burlington Resources Inc. 2005 Performance Share Unit Plan.
10.6	Amendment No. 1 to Amended and Restated Burlington Resources Inc. Executive Change In Control Severance Plan.
10.7	Amendment No. 2 to Burlington Resources Inc. 1994 Restricted Stock Exchange Plan.
10.8	Amendment No. 2 to Burlington Resources Inc. 1998 Employee Phantom Stock Plan.
10.9	Amendment No. 2 to Burlington Resources Inc. Compensation Plan for Non-Employee Directors.
10.10	Amendment No. 2 to Burlington Resources Inc. Deferred Compensation Plan.
10.11	Amendment No. 2 to Burlington Resources Inc. Retirement Income Plan for Directors.
10.12	Amendment No. 3 to Burlington Resources Inc. 2001 Performance Share Unit Plan.
10.13	Amendment No. 3 to Burlington Resources Inc. Incentive Compensation Plan
10.14	Amendment No. 3 to Burlington Resources Inc. Phantom Stock Plan for Non-Employee Directors.
10.15	Amendment No. 4 to Burlington Resources Inc. 1993 Stock Incentive Plan.

Exhibit No.	Description of Exhibit
10.16	Amendment No. 5 to Burlington Resources Inc. 2002 Stock Incentive Plan.
10.17	Amendment No. 6 to Burlington Resources Inc. Supplemental Benefits Plan.
10.18	Amendment No. 7 to Burlington Resources Inc. 1997 Employee Stock Incentive Plan.
10.19	Amendment to the LL&E Compensatory Benefits and Supplemental Excess Plan.
10.20	Amendment to the LL&E Deferred Compensation Arrangement for Selected Key Employees.
10.21	Amendment No. 1 to Amended and Restated Burlington Resources Inc. Executive Change in Control Severance Plan.
99.1	Press Release of the Company, dated March 30, 2006, announcing stockholder approval of the Merger.

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EX-10.1

BURLINGTON RESOURCES INC.

2005 DEFERRED COMPENSATION PLAN

Effective January 1, 2005

BURLINGTON RESOURCES INC.

2005 DEFERRED COMPENSATION PLAN

Page

ARTICLE 1	ESTABLISHMENT AND PURPOSE	1
ARTICLE 2	DEFINITIONS	1
ARTICLE 3	ADMINISTRATION	4
ARTICLE 4	PARTICIPANTS	5
ARTICLE 5	BENEFITS	5
ARTICLE 6	GENERAL PROVISIONS	11

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BURLINGTON RESOURCES INC.

2005 DEFERRED COMPENSATION PLAN

ARTICLE 1

ESTABLISHMENT AND PURPOSE

1.1Establishment. Burlington Resources Inc. hereby establishes the Burlington Resources Inc. 2005 Deferred Compensation Plan (“Plan”) effective as of January 1, 2005.

1.2Purpose. The purpose of this Plan is to permit key employees of the Employer to defer all or part of their base salary and to provide a vehicle for deferrals of compensation under other plans of the Employer, in order for the Employer to attract and retain key employees.

ARTICLE 2

DEFINITIONS

For purposes of the Plan, the following terms shall have the meanings indicated:

2.1Account means a Memorandum Account as defined in Section 5.3.

2.2Base Salary means the Participant’s base salary being paid by the Employer for the applicable calendar year or partial calendar year, exclusive of bonuses and all other items of compensation for the calendar year.

2.3Beneficiary means the person(s) designated by a Participant, on a form provided by the Plan Administrator and filed with the Company’s Human Resources Department, to receive benefits from the Plan in the event of his or her death. A Participant may change his or her

beneficiary designation at any time. If no designated Beneficiary survives the Participant, the Beneficiary shall be the Participant’s surviving spouse, or, if none, his or her estate.

2.4Board means the Board of Directors of the Company.

2.5Code means the Internal Revenue Code of 1986, as amended.

2.6Common Stock means the common stock, par value $.01 per share, of the Company (except as otherwise provided in Section 5.10).

2.7Company means Burlington Resources Inc., a Delaware corporation.

2.8Company Stock Account means a notional subaccount of an Account credited with Phantom Stock, as provided in Section 5.4.

2.9Designated Election Date means, with respect to a calendar year, such date during the preceding calendar year (but in no event later than December 31 of such preceding calendar year) as the Plan Administrator may in its sole discretion designate.

2.10Disability means (i) the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) the Participant is receiving, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, income replacement benefits for a period of not less than 3 months under an accident or health plan covering employees of the Participant’s Employer.

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2.11Employer means the Company and its subsidiaries.

2.12Exchange Act means the Securities Exchange Act of 1934, as amended.

2.13Fair Market Value means, as applied to a specific date, the mean between the highest and lowest quoted selling prices at which Common Stock of the Company was sold on such date as reported in the NYSE-Composite Transactions by The Wall Street Journal on such date or, if no Common Stock was traded on such date, on the next preceding day on which Common Stock was so traded.

2.14Interest Account means a notional subaccount of an Account credited with interest, as provided in Section 5.4.

2.15Other Plan means any plan of the Employer other than this Plan under which any compensation described in such other plan may be deferred pursuant to an election under this Plan.

2.16Participant means each employee who participates in the Plan in accordance with Article 4.

2.17Phantom Stock means a phantom or notional share of Common Stock. A Participant shall not possess any rights of a stockholder of the Company with respect to a share of Phantom Stock, including, without limitation, rights concerning voting and dividends. A share of Phantom Stock shall be payable solely in cash under the Plan.

2.18Plan means the Burlington Resources Inc. 2005 Deferred Compensation Plan either in its present form or as amended from time to time.

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2.19Plan Administrator means the Compensation Committee of the Board.

2.20S&P Account means a notional subaccount of an Account credited with units in a Standard & Poor’s 500 Composite Stock Price Index fund or in a mutual fund selected by the Plan Administrator that tracks such index, as provided in Section 5.4.

2.21Section 16(b) means Section 16(b) of the Exchange Act, and all rules promulgated thereunder.

2.22Specified Employee means a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code and regulations and guidance thereunder.

2.23Termination means a Participant’s separation from service with the Employer, including by reason of death, retirement or Disability.

ARTICLE 3

ADMINISTRATION

3.1Plan Administrator. The Plan shall be administered by the Plan Administrator who has the responsibilities and duties assigned to it herein. With respect to any actions affecting compliance with Section 16(b), the Plan Administrator shall be constituted at all times solely of non-employee directors as defined in the rules promulgated under Section 16(b) so long as any of the Company’s equity securities are registered pursuant to Section 12(b) or 12(g) of the Exchange Act. The Plan Administrator shall have the complete authority and power to interpret the Plan, prescribe, amend and rescind rules relating to its administration, select eligible Participants, determine a Participant’s (or Beneficiary’s) right to a payment and the amount of such payment, and to take all other actions necessary or desirable for the administration of the Plan.

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All actions and decisions of the Plan Administrator shall be final and binding upon all Participants and Beneficiaries. No member of the Plan Administrator shall vote on any matter that pertains solely to himself or herself.

ARTICLE 4

PARTICIPANTS

4.1Participants. The Plan Administrator shall determine and designate the executives and other key employees of the Employer who are eligible to defer Base Salary under the Plan (the “Participants”). In addition, persons who defer compensation described in any Other Plan pursuant to an election under this Plan shall be considered Participants. Directors of the Company who are full-time executives of the Company shall be eligible to participate in the Plan. Each Participant must be a member of “a select group of management or highly compensated employees,” as those terms are defined in Section 201(2) of the Employee Retirement Income Security Act of 1974, as amended.

ARTICLE 5

BENEFITS

5.1Deferrals Elections. On or before the Designated Election Date with respect to any calendar year (or, with respect to an employee who first becomes a Participant during a calendar year, on or before the date on which he or she becomes a Participant), each Participant may elect to have the payment of all or a portion of his or her Base Salary for that calendar year (or, if later, so much of the calendar year as commences on the day following the date on which the employee becomes a Participant) deferred until his or her Termination. The election shall be

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irrevocable (except as provided in Section 5.9) and shall be made on a form prescribed by the Plan Administrator which shall govern the amount deferred, the form of its payment pursuant to Section 5.7 following the Participant’s Termination, and (except as provided in Section 5.4 and 5.5) the investment of the Participant’s Memorandum Account for such deferral period pending its payment. A Participant’s deferral election shall apply only to Base Salary earned during that calendar year or partial calendar year, as the case may be. If a Participant has not made a deferral election, the Base Salary payable to him or her for that calendar year shall be paid in accordance with the Employer’s normal payroll practices.

5.2Deferrals Under Other Plans. Any Other Plan of the Employer may provide for the deferral of compensation described in such Other Plan pursuant to an election under this Plan. If such Other Plan so provides, any deferrals of compensation under that Other Plan shall be made pursuant to an election under this Plan which is made on a form prescribed by the Plan Administrator, and the election with respect to the compensation under that Other Plan for any calendar year shall be made on or before the date established by the Plan Administrator which shall be no later than the date prescribed for an initial election pursuant to Section 409A(a)(4)(B) of the Code and any regulations, guidance and transitional rules thereunder. Amounts described in such Other Plan that are deferred under this Plan shall be deferred until the Participant’s Termination. The Participant’s election under this Section 5.2 shall be irrevocable (except as provided in Section 5.9) and shall govern the amount deferred (if applicable), the form of its payment pursuant to Section 5.7 following the Participant’s Termination, and (except as provided in Section 5.4 and 5.5) the investment of the Participant’s Memorandum Account for such deferral period pending its payment.

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5.3Memorandum Accounts. Each calendar year the Company shall establish a ledger or notional account (the “Memorandum Account”) for each Participant whose compensation is deferred under the Plan or an Other Plan for that calendar year for the purpose of reflecting the Company’s obligation to pay the deferred compensation for such calendar year as specified pursuant to Section 5.7; provided, however, that all Memorandum 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 Memorandum Account.

5.4Investment of Accounts. Except as provided below, each Account shall accrue interest on the deferred compensation credited to such Account from the date such compensation 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 valuation date for valuing each Participant’s Account(s) and the rate of interest to be used in making credits to the Interest Account; 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 deferred compensation be invested in Phantom Stock (the “Company Stock Account”), in the S&P Account, or in any combination of the Interest Account, the 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,

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which shall be credited (i) with respect to the Company Stock Accounts, 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 dates 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 credit and debits to the Company Stock Account shall be made based on the Fair Market Value per share of the Common Stock on the applicable date.

5.5Changes 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 balances 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 and shall comply with all requirements of Section 16(b), to the extent applicable.

5.6Section 16(b) Rules. Notwithstanding anything in the Plan to the contrary, the Plan Administrator, in its sole discretion, may amend the Plan in any manner it deems appropriate (including retroactively) to ensure compliance with Section 16(b).

5.7Payment of Accounts. Upon a Participant’s Termination, the Company shall pay to such Participant (or to his or her Beneficiary in the 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

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(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 annual 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 payment) remaining to be paid. Payment of Accounts shall commence or be made in the month following the month in which the Participant’s Termination occurs; provided, however, that in the case of a Participant who the Plan Administrator determines is or may be a Specified Employee and who becomes entitled to payment by reason of his or her Termination, no distribution may be made by reason of the Participant’s Termination before the date which is 6 months after the date of such Participant’s separation from service with the Employer (or, if earlier, the date of the Participant’s death). The determination by the Plan Administrator that a Participant is or may be a Specified Employee shall be conclusive and binding. 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.

5.8Acceleration of Payments. Notwithstanding anything in the Plan to the contrary, the Plan Administrator, in its sole discretion, may accelerate the payment of all or part of the unpaid balance of a Participant’s Account(s) at the request of the Participant upon its determination that the Participant has incurred an unforeseeable emergency. For this purpose, the term “unforeseeable emergency” means a severe financial hardship to the Participant resulting from an

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illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Section 152(a) of the Code) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. A distribution may be made on account of an unforeseeable emergency only if the amounts distributed with respect to an emergency do not exceed the amounts necessary to satisfy such emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship).

5.9Election of Form of Payment under Transition Rules. The Plan Administrator may allow Participants to make an election or to change their election as to the form of payment pursuant to Section 5.7 during an election period prescribed by the Plan Administrator to the extent permitted under transition rules prescribed by the U.S. Treasury Department under Section 409A of the Code.

5.10Conversion 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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ARTICLE 6

GENERAL PROVISIONS

6.1Unfunded Obligation. The amounts to be paid to Participants pursuant to this Plan are unfunded obligations of the Company. The Company is not required to segregate any monies from its general funds, to create any trusts, or to make any special deposits with respect to this obligation. Title to and beneficial ownership of any investments, including trust investments, which the Company may make to fulfill this obligation shall at all times remain in the Company. Any investments and the creation or maintenance of any trust or notional accounts shall not create or constitute a trust or a fiduciary relationship between the Plan Administrator or the Company and a Participant, or otherwise create any vested or beneficial interest in any Participant or his or her Beneficiary or his or her creditors in any assets of the Company whatsoever. The Participants (and Beneficiaries) shall have no claim against the Company for any changes in the value of any Accounts and shall be general unsecured creditors of the Company with respect to any payment due under this Plan.

6.2Incapacity of Participant or Beneficiary. If the Plan Administrator finds that any Participant or Beneficiary to whom a payment is payable under the Plan is unable to care for his or her affairs because of illness or accident or is under a legal disability, any payment due (unless a prior claim therefor shall have been made by a duly appointed legal representative), at the discretion of the Plan Administrator, may be paid to the spouse, child, parent or brother or sister of such Participant or Beneficiary or to any person whom the Plan Administrator has determined has incurred expense for such Participant or Beneficiary. Any such payment shall be a complete discharge of the obligations of the Company under the provisions of the Plan.

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6.3Nonassignment. The right of a Participant or Beneficiary to the payment of any amounts under the Plan may not be assigned, transferred, pledged or encumbered in any manner nor shall such right or other interests be subject to attachment, garnishment, execution or other legal process.

6.4No Right to Continued Employment. Nothing in the Plan shall be construed to confer upon any Participant any right to continued employment with the Employer, nor interfere in any way with the right of the Employer to terminate the employment of such Participant at any time without assigning any reason therefor.

6.5Withholding Taxes. Appropriate taxes shall be withheld from the Participant’s compensation with respect to all deferrals made under the Plan and from all payments made to Participants and Beneficiaries pursuant to the Plan.

6.6Termination and Amendment. Subject to the limitation set forth in the third sentence of Section 5.4, the Plan Administrator 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 Plan Administrator may reinstate any or all of its provisions. Except as otherwise provided in Section 5.6 or 6.8, no amendment, suspension or termination of the Plan may impair the right of a Participant or his or her Beneficiary to receive the benefit accrued hereunder prior to the effective date of such amendment, suspension or termination.

6.7Compliance with Securities Laws. It is the intention of the Company that, so long as any of the Company’s equity securities are registered pursuant to Section 12(b) or 12(g) of the Exchange Act, this Plan shall be operated in compliance with 16(b) and, if any Plan provision or

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transaction is found not to comply with Section 16(b), that provision or transaction, as the case may be, shall be deemed null and void ab initio. Notwithstanding anything in the Plan to the contrary, the Plan Administrator, in its absolute discretion, may bifurcate the Plan so as to restrict, limit or condition the use of any provision of the Plan to Participants who are officers and directors subject to Section 16(b) without so restricting, limiting or conditioning the Plan with respect to other Participants.

6.8Compliance with Code Section 409A. It is intended that this Plan comply with Section 409A of the Code and any regulations, guidance and transitional rules issued thereunder, and the Plan shall be interpreted and operated consistently with that intent. If the Plan Administrator shall determine, following the issuance of final regulations, that any provisions of this Plan do not comply with the requirements of Section 409A of the Code, the Plan Administrator shall amend the Plan in any respect it deems necessary (including retroactively) in order to preserve compliance with said Section 409A; provided, however, that any such amendment affecting amounts previously deferred under the Plan shall be made in a manner that preserves the economic value of such deferred amounts to the Participant.

6.9Applicable Law. Except to the extent preempted by applicable federal law, the Plan shall be construed and governed in accordance with the laws of the State of Texas.

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EX-10.2

AMENDMENT NO. 1

TO

BURLINGTON RESOURCES INC.

1992 PERFORMANCE SHARE UNIT PLAN

The Burlington Resources Inc. 1992 Performance Share Unit Plan (the “Plan”) is hereby amended as follows:

1.Section 7.3 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:

“7.3  Memorandum Account. The Company shall establish a ledger account (the “Memorandum Account”) for each Participant who has elected to defer a payment pursuant to Section 7.2. Interest shall accrue on the deferred payment to the date of distribution, and shall be credited to the Memorandum 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; 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.”

2.Section 7.5 of the Plan is amended, effective as of the Effective Time, to read as follows:

“7.5  Payment of Deferred Compensation. Upon retirement, death, Permanent Disability, resignation or termination of employment of a Participant who has elected to defer the payment in respect of any Units, the employer 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 Memorandum Account, together with an investment adjustment (determined under Section 7.3) on the outstanding account balance to the date of distribution and subject to approval of the Management Committee (except that following the occurrence of a Change in Control, no such consent shall be required), as follows:

(a) a lump sum payment; or  

(b) in 60 consecutive substantially equal monthly installments; or  

(c) in 120 consecutive substantially equal monthly installments.  

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. Payment of deferred Units shall

commence or be made in the month following the month in which the Participant’s retirement, death, Permanent Disability, resignation or termination of employment occurs or any other specified time that is elected by the Participant and acceptable to the Plan Administrator.”

3.Section 8.10 of the Plan is amended, effective as of January 1, 2005, to read as follows:

“8.10 Termination and Amendment. Subject to Section 8.14 and the limitation set forth in the third sentence of Section 7.3, the Board or the Compensation Committee may from time to time amend, suspend or terminate the Plan, in whole or in part; provided, however, that no such action shall be allowed to impair the right of a Participant to receive payment with respect to Units that have vested as of such date without the consent of such Participant. Subject to Section 8.14 and the limitation set forth in the third sentence of Section 7.3, the Management Committee may amend the Plan, without Board or Compensation Committee 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 or expand the classification of employees eligible to participate in the Plan. If the Plan is suspended or terminated, the Board may reinstate any or all of its provisions. If not sooner terminated, this Plan shall terminate on December 31, 1996.”

4.Section 8 of the Plan is amended, effective as of January 1, 2005, by adding the following new Section 8.14:

“8.14 Preservation of Grandfathering under Code Section 409A. It is intended that any amounts deferred 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 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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EX-10.3

AMENDMENT NO. 1

TO

BURLINGTON RESOURCES INC.

1997 PERFORMANCE SHARE UNIT PLAN

The Burlington Resources Inc. 1997 Performance Share Unit Plan (the “Plan”) is hereby amended as follows:

1.Section 2.1(e) 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:

“2.1(e)  Common Stock. The common stock of the Company, par value $.01 per share, or such other classes of shares or other securities as may be applicable pursuant to the provisions of Section 5.2 (except as otherwise provided in Section 7.8).”

2.Section 7.3 of the Plan is amended, effective as of the Effective Time, to read as follows:

“7.3  Memorandum Account. The Company shall establish a ledger account (the “Memorandum Account”) for each Participant who has elected to defer a payment pursuant to Section 7.2. Except as provided in Section 7.4, interest shall accrue on the deferred payment to the date of distribution, and shall be credited to the Memorandum Account as of such Valuation Dates as shall be established by the Management Committee (the deferred payment plus credited interest under the Memorandum Account being the “Interest Account”). The Management Committee 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.”

3.Section 7.4 of the Plan is amended, effective as of the Effective Time, to read as follows:

“7.4  Investment of Accounts. In lieu of investing in the Interest Account, a Participant may elect that all or a specified percentage of his or her deferred payment be credited to the Company Stock Account (as defined below), the S&P Account (as defined below), or in any combination of the Interest Account, Company Stock Account and/or S&P Account as elected by the Participant. The Management Committee (or the Plan Administrator, as the case may be) shall establish a separate subaccount(s) for such Participant under his or her Memorandum Account, which shall be credited (i) with respect to the Company Stock Account, with whole and fractional phantom shares of Common Stock (“Phantom Stock”) as of the applicable date, and with phantom dividends with respect to the credited Phantom Stock, which shall be credited as being reinvested in additional shares of Phantom Stock (such credited shares of Phantom Stock being the “Company Stock Account”) and (ii) with respect to the S&P Account, with whole and fractional

phantom 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 phantom distributions of such credited S&P units, which shall be credited as being reinvested in additional phantom S&P units (such credited phantom S&P units being the “S&P Account”). All credits to the Company Stock Account resulting from an initial investment of deferred amounts shall be based on a value equal to 75 percent of the Fair Market Value per share of the Common Stock on the applicable Valuation 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 shall be made based on a value equal to 100% of the Fair Market Value per share of the Common Stock on the applicable Valuation Date.

Each Participant who has a Memorandum Account under the Plan may elect that all or a specified percentage of his or her Memorandum 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 and shall comply with all requirements of Section 16(b), to the extent applicable. 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 to Fair Market Value as described above 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 credited to the Participant’s Company Stock Account or (ii) the date of the Participant’s retirement, death, Permanent Disability, resignation or termination of employment.”

4.Section 7.5 of the Plan is amended, effective as of the Effective Time, to read as follows:

“7.5  Payment of Deferred Compensation. Upon retirement, death, Permanent Disability, resignation or termination of employment of a Participant who has elected to defer the payment in respect of any Units, the employer 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 60 consecutive substantially equal monthly installments; or  

(c) in 120 consecutive substantially equal monthly 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 retirement, death,

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Permanent Disability, resignation or termination of employment 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 retirement, death, Permanent Disability, resignation or termination of employment occurs or any other specified time that is elected by the Participant and acceptable to the Management Committee or the Plan Administrator, as the case may be. 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.”

5.Section 7 of the Plan is amended, effective as of the Effective Time, by adding the following new Section 7.8:

“7.8  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.”

6. Section 8.10 of the Plan is amended, effective as of January 1, 2005, to read as follows:

“8.10 Termination and Amendment. Subject to Section 8.13 and the limitation set forth in the third sentence of Section 7.3, the Board or the Compensation Committee may from time to time amend, suspend or terminate the Plan, in whole or in part; provided, however, that no such action shall be allowed to impair the right of a Participant to receive payment with respect to Units that have vested as of such date without the consent of such Participant. Subject to Section 8.13 and the limitation set forth in the third sentence of Section 7.3, the Management Committee may amend the Plan, without Board or Compensation Committee 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 or expand the classification of employees eligible to participate in the Plan. If the Plan is suspended or terminated, the Board may reinstate any or all of its provisions.”

7.Section 8 of the Plan is amended, effective as of January 1, 2005, by adding the following new Section 8.13:

“8.13 Preservation of Grandfathering under Code Section 409A. It is intended that any amounts deferred 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 deferrals (as adjusted for earnings and losses thereon)

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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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EX-10.4

AMENDMENT NO. 1

TO

BURLINGTON RESOURCES INC.

2000 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS

The Burlington Resources Inc. 2000 Stock Option Plan for Non-Employee Directors (the “Plan”) is hereby amended as follows:

1.Article III is amended, effective as of January 1, 2005, by adding the following at the end thereof:

“Anything in this Plan to the contrary notwithstanding, the Plan Administrator and the Board shall neither have nor exercise any authority under this Plan to modify outstanding options so as to cause any such options to provide for a deferral of compensation subject to Section 409A of the Code.”

2.Article IV 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., by adding the following new Section 3:

“3.No Grants After Effective Time

Anything in this Plan to the contrary notwithstanding, no grants of options shall be made under this Plan on or after the “Effective Time” as defined in that certain Agreement and Plan of Merger dated as of December 12, 2005 by and among the Company, Conoco Phillips and Cello Acquisition Corp.”

EX-10.5

AMENDMENT NO. 1

TO

BURLINGTON RESOURCES INC.

2005 PERFORMANCE SHARE UNIT PLAN

The Burlington Resources Inc. 2005 Performance Share Unit Plan (the “Plan”) is hereby amended as follows:

1.Section 2.1(e) 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:

“(e)Common Stock. The common stock of the Company, par value $.01 per share, or other classes of shares or other securities as may be applicable pursuant to the provisions of Section 5.2 (except as provided in Section 7.3).”

2.Article 7 of the Plan is amended, effective as of the Effective Time, by adding the following new Section 7.3:

“7.3 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 and all Performance Share Units 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.”

3.Section 8.13 of the Plan is amended, effective as of January 1, 2005, to read as follows:

“8.13 Compliance with Code Section 409A. It is intended that this Plan comply with Section 409A of the Code and any regulations, guidance and transitional

rules issued thereunder, and the Plan shall be interpreted and operated consistently with that intent. If the Compensation Committee shall determine, following the issuance of final regulations, that any provisions of this Plan do not comply with the requirements of Section 409A of the Code, the Compensation Committee shall amend the Plan to the extent (and only to the extent) necessary (including retroactively) in order to preserve compliance with said Section 409A; provided, however, that any such amendment affecting amounts previously deferred under the Plan shall be made in a manner that preserves the economic value of such deferred amounts to the Participant.”

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EX-10.6

AMENDMENT NO. 1

TO

AMENDED AND RESTATED

BURLINGTON RESOURCES INC.

EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN

The Amended and Restated Burlington Resources Inc. Executive Change in Control Severance Plan is amended, effective as of the “Effective Time” as defined in that certain Agreement and Plan of Merger dated December 12, 2005, by and among Burlington Resources Inc., ConocoPhillips and Cello Acquisition Corp., in the following respects:

Article IX is amended, effective as of January 1, 2005, by adding the following new Section 9.8:

“9.8 Compliance with IRC Section 409A. It is intended that any payments or benefits under this Plan that provide for a deferral of compensation subject to Section 409A of the Code shall comply with the requirements of Section 409A of the Code and any regulations, guidance and transitional rules issued thereunder, and this Plan shall be interpreted and operated consistently with that intent. If the Company determines, following the issuance of final regulations, that any payments or benefits under this Plan would constitute a deferral of compensation which is subject to but which does not comply with the requirements of Section 409A of the Code, the Company shall amend the Plan to the extent (but only to the extent) it deems necessary (including retroactively) in order to preserve compliance with the requirements of said Section 409A; provided, however, that any such amendment shall be made in a manner that preserves the economic value of the affected payments and benefits to the Participant.”

EX-10.7

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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EX-10.8

AMENDMENT NO. 2

TO

BURLINGTON RESOURCES INC.

1998 EMPLOYEE PHANTOM STOCK PLAN

The Burlington Resources Inc. 1998 Employee Phantom Stock Plan (the “Plan”) is hereby amended as follows:

1.Section 2.4 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:

“2.4 Common Stock

The Common Stock, par value $.01 per share, of the Company or such other class of shares or other securities as may be applicable pursuant to the provisions of Section 5 (except as otherwise provided in Section 6.7).”

2.Section 2 of the Plan is amended, effective as of December 12, 2005, by adding the following new Section 2.11:

“2.11 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 the Company will be merged with and into Cello Acquisition Corp.”

3.Section 6.6 is amended, effective as of December 12, 2005, to read as follows:

“6.6  All shares of Phantom Stock shall automatically vest and immediately be payable upon a Change in Control; provided, however, that any shares of Phantom Stock granted after December 12, 2005 will not vest and be immediately payable at the Effective

Time (as defined in the Merger Agreement), but will instead retain their normal vesting schedule subject to vesting in full and immediate payment in the event, following the Effective Time, of a termination of employment of the holder by the Company (or ConocoPhillips) without “Cause” (as such term is defined in the Company’s Employee Change in Control Severance Plan) or by the holder for “Good Reason” (as such term is defined in the Company’s Employee Change in Control Severance Plan) prior to full vesting.”

4.Section 6 of the Plan is amended, effective as of the Effective Time, by adding the following new Section 6.7:

“6.7  At the “Effective Time” as defined in the Merger Agreement, each share of Phantom Stock shall be converted in accordance with the Merger Agreement 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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EX-10.9

AMENDMENT NO. 2

TO

BURLINGTON RESOURCES INC.

COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

The Burlington Resources Inc. Compensation Plan for Non-Employee Directors (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 4.11).”

2.The second sentence of Section 4.1 of the Plan is amended, effective as of January 1, 2005, to read as follows:

“Subject to Section 4.10, the election shall be irrevocable and shall be made on a form prescribed by the Compensation Committee, which shall govern the amount deferred, the form of its payment pursuant to Section 4.6 following the Participant’s Termination, and, except as provided in Section 4.3 and 4.4, the investment of the Participant’s Memorandum Account for such deferral period pending its payment.”

3. Section 4.3 of the Plan is amended, effective as of the Effective Time, to read as follows:

“4.3  Investment of Accounts. Except as provided below, each Account shall accrue interest on the deferred Compensation credited to such Account from the date such Compensation 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 Compensation Committee. The Compensation Committee 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 Compensation deferred that Plan 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 Compensation Committee 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 and debits to the Company Stock Account shall be made based on the Fair Market Value per share of the Common Stock on the applicable date. The Compensation Committee shall determine, in its sole discretion, the valuation dates for valuing each Participant’s Account(s).”

4.Section 4.4 is amended, effective as of the Effective Time, to read as follows:

“4.4  Change 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 Compensation Committee shall establish and shall comply with all requirements of Section 16(b), to the extent applicable.”

5.Section 4.6 of the Plan is amended, effective as of the Effective Time, to read as follows:

“4.6  Payment of Accounts. 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) in cash the balance credited to his or her affected Account(s) as follows:

(a) a lump sum payment; or  

(b) in 60 consecutive substantially equal monthly installments; or  

(c) in 120 consecutive substantially equal monthly 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 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 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.”

6.Section 4.7 of the Plan is amended, effective as of January 1, 2005, by adding the following sentence at the beginning of said Section:

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“This Section 4.7 shall not apply to the portion of a Participant’s account attributable to deferrals of Compensation after December 31, 2004.”

7.Section 4 of the Plan is amended, effective as of January 1, 2005, by adding the following new Sections 4.8, 4.9 and 4.10:

“4.8 Acceleration of Payments for Post-2004 Deferrals.

Anything in this Plan to the contrary notwithstanding, with respect to the portion of a Participant’s Account attributable to deferrals of Compensation after December 31, 2004, this Section 4.8 shall apply in lieu of Section 4.7.

Notwithstanding anything in the Plan to the contrary, the Compensation Committee, in its sole discretion, may accelerate the payment of all or part of the unpaid balance of a Participant’s Account(s) at the request of the Participant upon its determination that the Participant has incurred an unforeseeable emergency. For this purpose, the term “unforeseeable emergency” means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Section 152(a) of the Code) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. A distribution may be made on account of an unforeseeable emergency only if the amounts distributed with respect to an emergency do not exceed the amounts necessary to satisfy such emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship).

4.9Post - 2004 Deferrals. Anything in this Plan to the contrary notwithstanding, deferrals of Compensation may continue to be made pursuant to the terms of this Plan after December 31, 2004; provided, however, that any such deferrals shall be subject to such rules as the Compensation Committee may prescribe so that such deferrals meet the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations, guidelines and transitional rules thereunder.

4.10Election of Form of Payment under Transition Rules. With respect to the portion of a Participant’s Account attributable to deferrals of Compensation after December 31, 2004, the Compensation Committee may allow Participants to make an election or to change their election as to the form of payment pursuant to Section 4.6 during an election period prescribed by the Compensation Committee to the extent permitted under transition rules prescribed by the U.S. Treasury Department under Section 409A of the Code.”

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8.Section 4 of the Plan is amended, effective as of the Effective Time, by adding the following new Section 4.11:

“4.11  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.

9.Section 5.4 of the Plan is amended, effective as of January 1, 2005, to read as follows:

“5.4 Termination and Amendment. Subject to Section 5.7 and the limitation set forth in the third sentence of Section 4.3, the Board 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 Board may reinstate any or all of its provisions. Subject to Section 5.7 and the limitation set forth in the third sentence of Section 4.3, the Management Committee may also amend the Plan; provided, however, that it may not suspend or terminate the Plan, or substantially increase the obligations of the Company under the Plan (provided, however, that the addition of new notional subaccounts for investments shall not be deemed an increase in the obligations of the Company), or expand the classification of employees who are eligible to participate in the Plan. No amendment, suspension or termination of the Plan may impair the right of a Participant or his or her Beneficiary to receive the benefit accrued hereunder prior to the effective date of such amendment, suspension or termination.”

10.Section 5 of the Plan is amended, effective as of January 1, 2005, by adding the following new Section 5.7:

“5.7Compliance with Code Section 409A. With respect to any deferrals under this Plan after December 31, 2004, it is intended that this Plan comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and any regulations, guidance and transitional rules issued thereunder, and the Plan shall be interpreted and operated consistently with that intent. If the Plan Administrator shall determine, following the issuance of final regulations, that any provisions of this Plan as applicable to the portion of this Plan attributable to deferrals after December 31, 2004, do not comply with the requirements of Section 409A of the Code, the Plan Administrator shall amend the Plan to the extent (and only to the extent) necessary (including retroactively) in order to preserve compliance with said Section 409A; provided, however, that any such amendment affecting amounts previously deferred under the Plan shall be made in a manner that preserves the economic value of such deferred amounts to the Participant.

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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 Code 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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EX-10.10

AMENDMENT NO. 2

TO

BURLINGTON RESOURCES INC.

DEFERRED COMPENSATION PLAN

The Burlington Resources Inc. Deferred Compensation Plan (the “Plan”) is hereby amended as follows:

1.Section 1.5 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:

“1.5  Common Stock means the common stock, par value $.01 per share, of the Company (except as otherwise provided in Section 4.9).”

2.Sections 4.1 and 4.2 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 Base Salary after December 31, 2004 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 4.3 through 4.8 of this Plan or any other provisions of this Plan relating to deferrals.”

3.Section 4.4 of the Plan is amended, effective as of the Effective Time, to read as follows:

“4.4  Investment of Accounts. Except as provided below, each Account shall accrue interest on the deferred Base Salary credited to such Account from the date such Base Salary 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 Management Committee. The Management Committee 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 Base Salary deferred 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 Management Committee 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 and debits to the Company Stock Account shall be made based on the Fair Market Value per share of the Common Stock on the applicable date. The Management Committee shall determine, in its sole discretion, the valuation dates for valuing each Participant’s Account(s).”

4.Section 4.5 is amended, effective as of the Effective Time, to read as follows:

“4.5  Change 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 Management Committee (or the Compensation Committee, as the case may be) shall establish and shall comply with all requirements of Section 16(b), to the extent applicable.”

5.Section 4.7 of the Plan is amended, effective as of the Effective Time, to read as follows:

“4.7  Payment of Accounts. Upon a Participant’s Termination or on any Special Deferral payment date, the Company shall pay to such Participant (or to

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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.Section 4 of the Plan is amended, effective as of the Effective Time, by adding the following new Section 4.9:

“4.9  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.”

7.Section 5.6 of the Plan is amended, effective as of January 1, 2005, to read as follows:

“5.6  Termination and Amendment. Subject to Section 5.9 and the limitation set forth in the third sentence of Section 4.4, 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. Subject to Section 5.9 and the limitation set

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forth in the third sentence of Section 4.4, the Management Committee may also amend the Plan; provided, however, that it may not suspend or terminate the Plan, or substantially increase the obligations of the Company under the Plan (provided, however, that the addition of new notional subaccounts for investments shall not be deemed an increase in the obligations of the Company), or expand the classification of employees who are eligible to participate in the Plan. No amendment, suspension or termination of the Plan may impair the right of a Participant or his or her Beneficiary to receive the benefit accrued hereunder prior to the effective date of such amendment, suspension or termination.”

8.Section 5 of the Plan is amended, effective as of January 1, 2005, by adding the following new Section 5.9:

“5.9  Preservation of Grandfathering Under Code 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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EX-10.11

AMENDMENT NO. 2

TO

BURLINGTON RESOURCES INC.

RETIREMENT INCOME PLAN FOR DIRECTORS

The Burlington Resources Inc. Retirement Income Plan for Directors is hereby amended, effective as of January 1, 2005, as follows:

1.Section 5.02 is amended to read as follows:

“Subject to Section 5.03, the Board of Directors 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 Board may reinstate any or all of its provisions. Subject to Section 5.03, the Committee may amend the Plan provided that it may not suspend or terminate the Plan or substantially increase the administrative cost of the Plan or the obligations of the Company. No amendment, suspension or termination may impair the right of a participant or his designated beneficiary to receive the benefit accrued prior to the effective date of such amendment, suspension or termination.”

2.Article V is amended by adding the following new Section 5.03:

“5.03 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.”

EX-10.12

AMENDMENT NO. 3

TO

BURLINGTON RESOURCES INC.

2001 PERFORMANCE SHARE UNIT PLAN

The Burlington Resources Inc. 2001 Performance Share Unit Plan (the “Plan”) is hereby amended as follows:

1.Section 2.1(d) 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:

“(d)  Common Stock means the common stock of the Company, par value $.01 per share, or such other classes of shares or other securities as may be applicable pursuant to the provisions of Section 5.2 (except as otherwise provided in Section 7.8).”

2.Section 7.2 of the Plan is amended, effective as of January 1, 2005, to add the following at the end thereof:

“Anything in this Plan to the contrary notwithstanding, any deferrals with respect to Units vesting after December 31, 2004 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 7.3 through 7.6 of this Plan or any other provisions of this Plan relating to deferrals; provided, however, that Section 7.7 shall nevertheless apply to deferrals with respect to Units vesting after December 3l, 2004 subject to the following modifications: (i) the term “Change in Control” shall mean a “change in the ownership or effective control” of the Company or “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A(a)(2)(A)(v) of the Internal Revenue Code of 1986, as amended, and (ii) the election described in Section 7.7 to defer distribution until retirement, death, Permanent Disability, resignation or termination of employment will not be available.”

3.Section 7.3 of the Plan is amended, effective as of the Effective Time, to read as follows:

“7.3  Memorandum Account. The Company shall establish a ledger account (the “Memorandum Account”) for each Participant who has elected to defer a payment pursuant to Section 7.2. Except as provided in Section 7.4, interest shall accrue on the deferred payment to the date of distribution, and shall be credited to the Memorandum Account as of such Valuation Dates as shall be established by the Management Committee (the deferred payment plus credited interest under the Memorandum Account being the “Interest Account”). The Management Committee 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.”

4.Section 7.4 of the Plan is amended, effective as of the Effective Time, to read as follows:

“7.4  Investment of Accounts. In lieu of investing in the Interest Account, a Participant may elect that all or a specified percentage of his or her deferred payment be credited to the Company Stock Account (as defined below), the S&P Account (as defined below), or in any combination of the Interest Account, Company Stock Account and/or S&P Account as elected by the Participant. The Management Committee (or the Plan Administrator, as the case may be) shall establish a separate subaccount(s) for such Participant under his or her Memorandum Account, which shall be credited (i) with respect to the Company Stock Account, with whole and fractional phantom shares of Common Stock (“Phantom Stock”) as of the applicable date, and with phantom dividends with respect to the credited Phantom Stock, which shall be credited as being reinvested in additional shares of Phantom Stock (such credited shares of Phantom Stock being the “Company Stock Account”) and (ii) with respect to the S&P Account, with whole and fractional phantom 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 phantom distributions of such credited S&P units, which shall be credited as being reinvested in additional phantom S&P units (such credited phantom S&P units being the “S&P Account”). All credits to the Company Stock Account resulting from an initial investment of deferred amounts shall be based on a value equal to 75 percent of the Fair Market Value per share of the Common Stock on the applicable Valuation 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 shall be made based on a value equal to 100% of the Fair Market Value per share of the Common Stock on the applicable Valuation Date.

Each Participant who has a Memorandum Account under the Plan may elect that all or a specified percentage of his or her Memorandum 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 and shall comply with all requirements of Section 16(b), to the extent applicable. 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 to Fair Market Value as described above 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 credited to the Participant’s Company Stock Account or (ii) the date of the Participant’s retirement, death, Permanent Disability, resignation or termination of employment.”

5.Section 7.5 of the Plan is amended, effective as of the Effective Time, to read as follows:

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“7.5  Payment of Accounts. Upon retirement, death, Permanent Disability, resignation or termination of employment of a Participant who has elected to defer the payment in respect of any Units or other specified time that is elected by the Participant and acceptable to the Management Committee or the Plan Administrator, as the case may be, the employer 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 retirement, death, Permanent Disability, resignation or termination of employment 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 retirement, death, Permanent Disability, resignation or termination of employment occurs or any other specified time that is elected by the Participant and acceptable to the Management Committee or the Plan Administrator, as the case may be. 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.Section 7 of the Plan is amended, effective as of the Effective Time, by adding the following new Section 7.8:

“7.8  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.”

7.Section 8.10 of the Plan is amended, effective as of January 1, 2005, to read as follows:

“8.10 Termination and Amendment. Subject to Section 8.13 and the limitation set forth in the third sentence of Section 7.3, the Board or the Compensation Committee may from time to time amend, suspend or terminate the Plan, in whole or in part; provided, however, that no such action shall be allowed to impair the right of a Participant to

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receive payment with respect to Units that have vested as of such date without the consent of such Participant. Subject to Section 8.13 and the limitation set forth in the third sentence of Section 7.3, the Management Committee may amend the Plan, without Board or Compensation Committee 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 or expand the classification of employees eligible to participate in the Plan. If the Plan is suspended or terminated, the Board may reinstate any or all of its provisions.”

8.Section 8 of the Plan is amended, effective as of January 1, 2005, by adding the following new Section 8.13:

“8.13 Compliance with Code Section 409A. With respect to any deferrals under this Plan in respect of Units vesting after December 31, 2004, it is intended that this Plan comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and any regulations, guidance and transitional rules issued thereunder, and the Plan shall be interpreted and operated consistently with that intent. If the Compensation Committee shall determine, following the issuance of final regulations, that any provisions of this Plan as applicable to the portion of this Plan attributable to deferrals in respect of Units vesting after December 31, 2004, do not comply with the requirements of Section 409A of the Code, the Compensation Committee shall amend the Plan to the extent (and only to the extent) necessary (including retroactively) in order to preserve compliance with said Section 409A; provided, however, that any such amendment affecting amounts previously deferred under the Plan shall be made in a manner that preserves the economic value of such deferred amounts to the Participant.

It is intended that any amounts deferred under this Plan in respect of Units vesting prior to January 1, 2005 qualify under the grandfather provisions of Section 409A of the Code 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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EX-10.13

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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EX-10.14

AMENDMENT NO. 3

TO

BURLINGTON RESOURCES INC.

PHANTOM STOCK PLAN FOR NON-EMPLOYEE DIRECTORS

The Burlington Resources Inc. Phantom Stock Plan for Non-Employee Directors (the “Plan”) is hereby amended as follows:

1.The first sentence of Section 1.10 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:

“1.10 Phantom Stock means a phantom or notional share of common stock of the Company (except as otherwise provided in Section 4.8).”

2.Section 1 of the Plan is amended, effective as of the Effective Time, by adding the following new Section 1.13:

“1.13 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.”

3.Section 4.1 of the Plan is amended, effective as of the Effective Time, by adding the following sentence of the end thereof:

“No Phantom Stock shall be granted pursuant to this Section 4.1 after 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.”

4.The first two sentences of Section 4.2 of the Plan are amended, effective as of January 1, 2005, to read as follows:

“During an election period prescribed by the Compensation Committee prior to each Grant Date, a Participant may elect to have all or a portion of the shares of Phantom Stock that are to be granted to the Participant on such Grant Date be paid in one of the forms specified in Section 4.4 following the Participant’s Termination. Subject to Section 4.7, the payment election shall be irrevocable, shall apply only to the grant applicable to that specific Grant Date and shall be made on a form prescribed by the Compensation Committee.”

5.Section 4.4 of the Plan is amended, effective as of the Effective Time, to read as follows:

“4.4 Payment of Accounts. 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) in cash the balance credited to his or her Account(s) as follows:

(a) a lump sum payment; or

(b) in 60 consecutive substantially equal monthly installments; or

(c) in 120 consecutive substantially equal monthly installments;

whichever form of payment has been elected (or deemed 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 and until the full distribution of his or Account(s), the Participant may invest all or a specified percentage 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. 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 Compensation Committee. The Compensation Committee 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

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(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. 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 Compensation 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 Compensation 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.”

6.Section 4.5 of the Plan is amended, effective as of January 1, 2005, by adding the following sentence at the beginning of said Section:

“This Section 4.5 shall not apply to the portion of a Participant’s account attributable to grants of Phantom Stock after December 31, 2004.”

7.Section 4 of the Plan is amended, effective as of January 1, 2005, by adding the following new Sections 4.6 and 4.7:

“4.6 Acceleration of Payments for Post-2004 Phantom Stock Grants. Anything in this Plan to the contrary notwithstanding, with respect to the portion of a Participant’s Account attributable to grants of Phantom Stock after December 31, 2004, this Section 4.6 shall apply in lieu of Section 4.5.

Notwithstanding anything in the Plan to the contrary, the Compensation Committee, in its sole discretion, may accelerate the payment of all or part of the unpaid balance of a Participant’s Account(s) at the request of the Participant upon its determination that the Participant has incurred an unforeseeable emergency. For this purpose, the term “unforeseeable emergency” means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Section 152(a) of the Internal Revenue Code of 1986, as amended) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. A distribution may be made on account of an unforeseeable emergency only if the amounts distributed with respect to an emergency do not exceed the amounts necessary to satisfy such emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to

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which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship).

“4.7 Election of Form of Payment under Transition Rules. With respect to the portion of a Participant’s Account attributable to grants of Phantom Stock after December 31, 2004, the Compensation Committee may allow Participants to make an election or to change their election as to the form of payment pursuant to Section 4.4 during an election period prescribed by the Compensation Committee to the extent permitted under transition rules prescribed by the U.S. Treasury Department under Section 409A of the Code.”

8.Section 4 of the Plan is amended, effective as of the Effective Time, by adding the following new Section 4.8:

“4.8 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 “Phantom Stock” for purposes of this Plan shall mean a phantom or notional share of common stock of ConocoPhillips.”

9.Section 5.4 of the Plan is amended, effective as of January 1, 2005, to read as follows:

“5.4 Termination and Amendment. Subject to Section 5.7 and the limitation on amendments to the minimum interest rate set forth in Section 4.4, the Board 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 Board may reinstate any or all of its provisions. Subject to Section 5.7 and the limitation on amendments to the minimum interest rate set forth in Section 4.4, the Management Committee may also amend the Plan; provided, however, that it may not suspend or terminate the Plan, or substantially increase the obligations of the Company under the Plan, or expand the classification of employees who are eligible to participate in the Plan. No amendment, suspension or termination of the Plan may impair the right of a Participant or his or her Beneficiary to receive the benefit accrued hereunder prior to the effective date of such amendment, suspension or termination.”

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10.Section 5 of the Plan is amended, effective as of January 1, 2005, by adding the following new Section 5.7:

“5.7 Compliance with Code Section 409A. With respect to the portion of a Participant’s Account(s) attributable to any grants of Phantom Stock after December 31, 2004, it is intended that this Plan comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and any regulations, guidance and transitional rules issued thereunder, and the Plan shall be interpreted and operated consistently with that intent. If the Compensation Committee shall determine, following the issuance of final regulations, that any provisions of this Plan as applicable to the portion of this Plan attributable to deferrals after December 31, 2004, do not comply with the requirements of Section 409A of the Code, the Compensation Committee shall amend the Plan to the extent (and only to the extent) necessary (including retroactively) in order to preserve compliance with said Section 409A; provided, however, that any such amendment affecting amounts previously deferred under the Plan shall be made in a manner that preserves the economic value of such deferred amounts to the Participant.

It is intended that the portion of a Participant’s Account(s) attributable to any grants of Phantom Stock prior to January 1, 2005 qualify under the grandfather provisions of Section 409A of the Code 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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EX-10.15

AMENDMENT NO. 4

TO

BURLINGTON RESOURCES INC.

1993 STOCK INCENTIVE PLAN

The Burlington Resources Inc. 1993 Stock Incentive Plan (the “Plan”) is hereby amended, effective as of January 1, 2005, as follows:

A new Section 3.5 is added to the Plan to read as follows:

“3.5 Anything in this Plan to the contrary notwithstanding, the Plan Administrator and the Board of Directors shall neither have nor exercise any authority under this Plan to modify outstanding options, stock appreciation rights or Restricted Stock so as to cause any such options, stock appreciation rights or Restricted Stock to provide for a deferral of compensation subject to Section 409A of the Code.”

EX-10.16

AMENDMENT NO. 5

TO

BURLINGTON RESOURCES INC.

2002 STOCK INCENTIVE PLAN

The Burlington Resources Inc. 2002 Stock Incentive Plan (the “Plan”) is hereby amended, effective as of January 1, 2005, as follows:

A new Section 3.5 is added to the Plan to read as follows:

“3.5 Anything in this Plan to the contrary notwithstanding, the Plan Administrator and the Board of Directors shall neither have nor exercise any authority under this Plan to modify outstanding options, stock appreciation rights or Restricted Stock so as to cause any such options, stock appreciation rights or Restricted Stock to provide for a deferral of compensation subject to Section 409A of the Code.”

EX-10.17

AMENDMENT NO. 6

TO

BURLINGTON RESOURCES INC.

SUPPLEMENTAL BENEFITS PLAN

The Burlington Resources Inc. Supplemental Benefits 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 4.13).”

2.Section 1.17 of the Plan is amended, effective as of January 1, 2005, by adding the following at the end thereof:

“Notwithstanding the foregoing, in the case of any Non-Grandfathered Benefits, “Permanent Disability” shall mean (i) the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) the Participant is receiving, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, income replacement benefits for a period for not less than 3 months under an accident or health plan covering employees of the Participant’s employer.”

3.Section 1 of the Plan is amended, effective as of January 1, 2005, by adding the following new Sections 1.25, 1.26 and 1.27:

“1.25  Grandfathered Benefit means any benefit payable under this Plan which is considered as deferred before January 1, 2005 and therefore grandfathered for purposes of Section 409A of the Code and any regulations and guidance issued thereunder.

“1.26  Non-Grandfathered Benefit means any benefit payable under this Plan which is not a Grandfathered Benefit.

“1.27 Specified Employee means a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code and any regulations and guidance issued thereunder.”

4.Section 4.5 of the Plan is amended, effective as of the Effective Time, to read as follows:

“4.5  Investment of Accounts. Except as provided below, each Memorandum Account shall accrue interest on the phantom Employer Matching Contributions credited to such Account from such date of crediting through the date of distribution of such account (the “Interest Account”). Such interest shall be credited to the Memorandum Account as of such valuation dates as shall be determined 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; 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 Employer Matching Contributions for that 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 Management Committee shall establish a separate notional subaccount(s) for such Participant under his or her Memorandum 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 and debits to the Company Stock Account shall be made based on the Fair Market Value per share of the Common Stock on the applicable date.”

5.Section 4.6 is amended, effective as of the Effective Time, to read as follows:

“4.6  Change 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 Management Committee (or the Compensation Committee, as the case may be) shall establish and shall comply with all requirements of Section 16(b), to the extent applicable.”

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6.Section 4.6 of the Plan is amended, effective as of the Effective Time, to read as follows:

“4.8  Time and Manner of Payments. Upon a Participant’s Termination (and with respect to a Participant’s RSP benefit, upon his or her Permanent Disability), the Company shall pay to such Participant (or to his or her Surviving Spouse or Beneficiary in case of the Participant’s death) in cash (i) the present value of the Participant’s accrued supplemental pension benefits under Section 4.1 and/or (ii) the balance credited to his or her Memorandum Account under Section 4.2 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 with respect to such benefit. 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 Permanent Disability 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 benefits shall commence or be made in the month following the month in which the Participant’s Termination or Permanent Disability occurs, whichever is applicable. 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. The payment of any other supplemental benefits pursuant to an employment contract under Section 4.3 shall be made as provided in the employment contract, subject to the 6-month delay following Termination for Non-Grandfathered Benefits to a Specified Employee under an employment contract as hereinafter provided. Notwithstanding the foregoing, with respect to any Non-Grandfathered Benefits, in the case of a Participant whom the Compensation Committee determines is or may be a Specified Employee and who becomes entitled to payment by reason of his or her Termination, no distribution of such Non-Grandfathered Benefits may be made by reason of the Participant’s Termination before the date which is 6 months after the date of such Participant’s separation from service (or, if earlier, the date of the Participant’s death). The determination by the Compensation Committee that a Participant is or may be a Specified Employee shall be conclusive and binding.”

7.Section 4.9 of the Plan is amended, effective as of January 1, 2005, by adding the following sentence at the beginning of said Section:

“This Section 4.9 shall apply only to the Grandfathered Benefits.”

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8.Section 4 of the Plan is amended, effective as of January 1, 2005, by adding the following new Sections 4.11 and 4.12:

“4.11 Acceleration of Payments for Non-Grandfathered Benefits.

Anything in this Plan to the contrary notwithstanding, with respect to Non-Grandfathered Benefits, this Section 4.11 shall apply in lieu of Section 4.9.

Notwithstanding anything in the Plan to the contrary, the Compensation Committee, in its sole discretion, may accelerate the payment of all or part of the unpaid balance of a Participant’s Account(s) at the request of the Participant upon its determination that the Participant has incurred an unforeseeable emergency. For this purpose, the term “unforeseeable emergency” means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Section 152(a) of the Code) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. A distribution may be made on account of an unforeseeable emergency only if the amounts distributed with respect to an emergency do not exceed the amounts necessary to satisfy such emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship).

“4.12 Election of Form of Payment under Transition Rules. With respect to Non-Grandfathered Benefits, the Compensation Committee may allow Participants to make an election or to change their election as to the form of payment pursuant to Section 4.8 during an election period prescribed by the Compensation Committee to the extent permitted under transition rules prescribed by the U.S. Treasury Department under Section 409A of the Code.”

9.Section 4 of the Plan is amended, effective as of the Effective Time, by adding the following new Section 4.13:

“4.13  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.”

10.Section 5.6 of the Plan is amended, effective as of January 1, 2005, to read as follows:

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“5.6 Termination and Amendment. Subject to Section 5.9 and the limitation set forth in the third sentence of Section 4.5, 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. Subject to Section 5.9 and the limitation set forth in the third sentence of Section 4.5, the Management Committee may also amend the Plan; provided, however, that it may not suspend or terminate the Plan, or substantially increase the obligations of the Company under the Plan (provided, however, that the addition of new notional subaccounts for investments shall not be deemed an increase in the obligations of the Company), or expand the classification of employees who are eligible to participate in the Plan. No amendment, suspension or termination of the Plan may impair the right of a Participant or his or her Surviving Spouse or Beneficiary to receive the benefit accrued hereunder prior to the effective date of such amendment, suspension or termination If the Plan is terminated, Participants, Surviving Spouses and Beneficiaries who have accrued benefits under the Plan as of the date of termination will receive payment of such benefits at the times specified in the Plan .”

11.Section 5 of the Plan is amended, effective as of January 1, 2005, by adding the following new Section 5.9:

“5.9 Compliance with Code Section 409A. With respect to any Non-Grandfathered Benefits, it is intended that this Plan comply with Section 409A of the Code and any regulations, guidance and transitional rules issued thereunder, and the Plan shall be interpreted and operated consistently with that intent. If the Compensation Committee shall determine, following the issuance of final regulations, that any provisions of this Plan as applicable to Non-Grandfathered Benefits, do not comply with the requirements of Section 409A of the Code, the Compensation Committee shall amend the Plan to the extent (and only to the extent) necessary (including retroactively) in order to preserve compliance with said Section 409A; provided, however, that any such amendment affecting amounts previously deferred under the Plan shall be made in a manner that preserves the economic value of such deferred amounts to the Participant.

It is intended that any Grandfathered Benefits qualify under the grandfather provisions of Section 409A of the Code and the regulations and guidance thereunder so that such Grandfathered Benefits are not subject to said Section 409A. No amendments shall be made to this Plan (or to any other plan that may affect the Grandfathered Benefits) that may that would cause the loss of such grandfather protection.”

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EX-10.18

AMENDMENT NO. 7

TO

BURLINGTON RESOURCES INC.

1997 EMPLOYEE STOCK INCENTIVE PLAN

The Burlington Resources Inc. 1997 Employee Stock Incentive Plan (the "Plan") is hereby amended, effective as of January 1, 2005, as follows:

A new section 3.4 is added to the Plan to read as follows:

“3.4  Anything in this plan to the contrary notwithstanding, the Plan Administrator, the Committee and the Board of Directors shall neither have nor exercise any authority under this Plan to modify outstanding options or Restricted Stock so as to cause any such options or Restricted Stock to provide for a deferral of compensation subject to Section 409A of the Code.”

EX-10.19

EX-10.20

AMENDMENT

TO

THE LL&E DEFERRED COMPENSATION ARRANGEMENT

FOR SELECTED KEY EMPLOYEES

The LL&E Deferred Compensation Arrangement for Selected Key Employees is amended, effective as of January 1, 2005, as follows:

A new Section 8.5 is added to read as follows::

“8.5 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. Anything in this Plan to the contrary notwithstanding, no amendment shall be made to this Plan that would cause the loss of such grandfather protection.”

EX-10.21

AMENDMENT NO. 1

TO

AMENDED AND RESTATED

BURLINGTON RESOURCES INC.

EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN

The Amended and Restated Burlington Resources Inc. Executive Change in Control Severance Plan is amended, effective as of the “Effective Time” as defined in that certain Agreement and Plan of Merger dated December 12, 2005, by and among Burlington Resources Inc., ConocoPhillips and Cello Acquisition Corp., in the following respects:

Article IX is amended, effective as of January 1, 2005, by adding the following new Section 9.8:

“9.8 Compliance with IRC Section 409A. It is intended that any payments or benefits under this Plan that provide for a deferral of compensation subject to Section 409A of the Code shall comply with the requirements of Section 409A of the Code and any regulations, guidance and transitional rules issued thereunder, and this Plan shall be interpreted and operated consistently with that intent. If the Company determines, following the issuance of final regulations, that any payments or benefits under this Plan would constitute a deferral of compensation which is subject to but which does not comply with the requirements of Section 409A of the Code, the Company shall amend the Plan to the extent (but only to the extent) it deems necessary (including retroactively) in order to preserve compliance with the requirements of said Section 409A; provided, however, that any such amendment shall be made in a manner that preserves the economic value of the affected payments and benefits to the Participant.”

EX-99.1

                            NEWS RELEASE

To:Daily Papers, Trade Press   For: Immediate       Company Contacts:

 Financial and Security Analysts  Release     Financial:Lee Ahlstrom  713-624-9548

        Media:James Bartlett       713-624-9354

Burlington Resources Web site: www.br-inc.com            BR0605

BURLINGTON RESOURCES STOCKHOLDERS APPROVE MERGER WITH CONOCOPHILLIPS

Houston, Texas, March 30, 2006 — Burlington Resources (NYSE: BR) today announced that the proposed merger with ConocoPhillips (NYSE: COP) was approved at the special meeting of stockholders held today in Houston, Texas. The merger is expected to close tomorrow, March 31, 2006.

The company said that, based upon the preliminary tally of shares voted, approximately 280 million shares, or more than 74 percent of the total shares outstanding as of the record date for the special meeting, were voted in favor of the merger. Of the shares voted, more than 98 percent were voted in favor of the merger. Approval of the merger required the affirmative vote of a majority of the shares outstanding as of the record date for the special meeting, February 24, 2006. As of the record date, Burlington Resources had 375,620,120 shares of stock outstanding.

Under the terms of the merger agreement, Burlington Resources stockholders will receive $46.50 in cash and 0.7214 shares of ConocoPhillips stock for each share of Burlington Resources stock.

“While this merger marks the end of Burlington Resources as an independent company, our legacy of disciplined, focused development of North American natural gas will continue as part of ConocoPhillips, one of our country’s most respected integrated oil and gas companies,” said Bobby Shackouls, Burlington’s chairman, president and chief executive officer.

Burlington Resources ranks among the world's largest independent oil and gas companies, and holds one of the industry’s leading positions in North American natural gas reserves and production. Headquartered in Houston, Texas, the company conducts exploration, production and development operations in the U.S., Canada, the United Kingdom, Africa, China and South America. For additional information see the Burlington Resources Web site atwww.br-inc.com

FORWARD-LOOKING STATEMENTS

This press release may contain projections and other forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Any such projections or statements reflect the company’s current views with respect to future events and financial performance. No assurances can be given, however, that these events will occur or that such projections will be achieved and actual results could differ materially from those projected. A discussion of important factors that could cause actual results to differ materially from those projected is included in the company’s periodic reports filed with the Securities and Exchange Commission.