1
AMENDMENT TO
THE LL&E DEFERRED COMPENSATION ARRANGEMENT
FOR SELECTED KEY EMPLOYEES
WHEREAS, The LL&E Deferred Compensation Arrangement for Selected Key
Employees (the "Plan") was adopted by The Louisiana Land and Exploration Company
(the "Company"); and
WHEREAS, the Company reserved the right to amend the Plan; and
WHEREAS, the Benefits Committee appointed by the Chief Executive
Officer of Burlington Resources Inc. is authorized to administer the Plan; and
WHEREAS, the Benefits Committee is authorized to act on behalf of the
Company in amending the Plan; and
WHEREAS, no deferrals will be allowed under the Plan with respect to
any period after December 31, 1998; and
WHEREAS, the Benefits Committee wishes to modify the terms of the
deferral arrangement with respect to participants in the employ of the Company
or any of its affiliates on January 1, 1999 and who did not become eligible to
retire under the Plan prior to January 1, 1999;
NOW, THEREFORE, the Plan is hereby amended effective as of January 1,
1999 (such amendment to apply to all deferrals under the Plan regardless of the
year of the deferral):
1. Section 3.1 is amended by adding the following sentence at the
end thereof:
"Anything in this Plan to the contrary notwithstanding, no
deferrals shall be allowed under this Plan with respect to
compensation for any period after December 31, 1998."
2. A new Article V-A is added, to read in its entirety as follows:
"ARTICLE V-A - REVISED DEFERRAL ARRANGEMENT
"Anything in this Plan to the contrary notwithstanding, the
benefits payable under this Plan in respect of any Participant in this
Plan who (i) is in the employ of the Company or any of its affiliates
January 1, 1999, and (ii) was not eligible for Retirement on December
31, 1998 (i.e., had not attained age 50 with 10 years of service on
December 31, 1998) (such a Participant being hereinafter referred to as
an 'Affected Participant,) shall be determined solely in accordance
with the provisions set forth below and such Affected Participant and
his or her Beneficiaries shall have no right to any benefit under this
Plan except as determined pursuant to the provisions set forth below:
2
AMENDMENT LL&E
DEFERRED COMPENSATION
(1) The balance in the Participant's Compensation Deferral
Account ('Account') on December 31, 1998 shall be
determined under the provisions of the Plan as in effect
prior to January 1, 1999 utilizing the interest rate that
would have applied to the applicable deferral in the case
of Retirement.
(2) With respect to periods on and after January 1, 1999 up to
the date of the Participant's termination of employment,
the Participant's Account balance determined pursuant to
(1) above shall, except as provided below, accrue interest
at a rate determined from time to time by the Committee in
its sole discretion (the 'Interest Account'). Such interest
shall be credited to the Interest Account at the end of
each calendar quarter or such other periods as may be
determined by the Committee. In lieu of treating the
Account as invested in the Interest Account, a Participant
may request the Committee (or, with respect to a
Participant who is subject to Section 16(b) of the
Securities Exchange Act of 1934, as amended, the
Compensation and Nominating Committee of the Board of
Directors of Burlington Resources Inc.) to credit all or a
specified percentage of such Account in phantom or notional
shares of common stock of Burlington Resources Inc.
hereinafter called `Phantom Stock' (the 'Company Stock
Account'), in a notional sub-account credited with units in
a Standard & Poor's 500 Composite Stock Price Index fund or
in a mutual fund selected by the Committee, in its sole
discretion, that tracks such index (the 'S&P Account'), or
in any combination of the Interest Account, the Company
Stock Account and/or S&P Account; however, the Committee
(or Compensation Committee, as the case may be) shall not
be obligated to honor any such Participant's request. If
the Committee (or Compensation Committee, as the case may
be) elects to honor any such request, it shall establish a
separate notional sub-account(s) for such Participant under
his or her Account, which shall be credited (i) with
respect to the Company Stock Accounts, with whole and
fractional shares of Phantom Stock as of January 1, 1999
(or such other date as the Committee (or the Compensation
Committee) designates, 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 as of
January 1, 1999 and with any notional distributions on such
units, which
PAGE 2 OF 5
3
AMENDMENT LL&E
DEFERRED COMPENSATION
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 of Burlington Resources Inc. on the applicable
date, unless otherwise authorized by the Committee (or the
Compensation Committee, as the case may be). For this
purpose, 'Fair Market Value' means, as applied to a
specific date, the mean between the highest and lowest
quoted selling prices at which common stock of Burlington
Resources Inc. was sold on such date as reported in the
NYSE-Corporate Transactions by The Wall Street Journal on
such date or, if no such common stock was traded on such
date, on the next preceding date on which such common stock
was so traded. If the Committee (or Compensation Committee,
as the case may be) chooses to not honor any Participant's
request to invest his or her Account in the Company Stock
Account or S&P Account, the Participant's Account
automatically shall be held in the interest Account. Each
Participant who has an Account under the Plan may request
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; however,
the Committee shall not be obligated to honor any such
request. This election shall be in such form as the
committee (or Compensation Committee, as the case may be)
shall establish and shall comply with all requirements of
Section 16(b) of the Securities Exchange Act of 1934, as
amended, to the extent applicable. A Participant shall not
possess any rights of a stockholder of Burlington Resources
Inc. with respect to a share of Phantom Stock.
(3) If a Participant had elected Option A with respect to any
deferrals to which such option was available, payments will
continue to be made in accordance with such Option A
election (unless the employment of the Participant
terminates prior to the date that payment would otherwise
be made, in which event subsection (4) below shall be
applicable); provided, however, that such payments pursuant
to Option A shall be made only to the extent that the
Participant's Account, as determined in accordance with the
foregoing provisions of this Article V-A, is sufficient to
make such payment. The Participant's Account balance shall
be reduced by any amounts so paid out pursuant to Option A.
(4) Upon the termination of the Participant's employment for
any reason, the Participant's Account balance calculated in
PAGE 3 OF 5
4
AMENDMENT LL&E
DEFERRED COMPENSATION
accordance with this Article V-A as of such date of
termination of employment shall be paid out in a lump sum
in cash as soon as administratively practicable following
such date of termination of employment, unless the
Participant has elected in accordance with election
procedures established by the Committee to instead receive
distribution in the form of a 5-year or 10-year annuity. If
the Participant elects to receive distribution in the form
of a 5-year or 10-year annuity, the Participant will
receive his or her Account balance in 5 or 10 (as the case
may be) equal annual cash installments, with the first
installment being paid in January of the calendar year
following the calendar year of the Participant's
termination of employment and with the succeeding
installments being paid in January of each of the 4 or 9
(as the case may be) succeeding calendar years. The amount
of each such installment shall be determined based on the
assumption that his or her Account balance calculated in
accordance with the foregoing provisions of this Article
V-A as of the date of such termination of employment earns
interest after such date on the balance from time to time
(taking into account reductions in such balance by reason
of distributions) at a fixed rate equal to the average of
Moody's Corporate Bond Average rates for the prior 3 years
(unless the Committee designates a different rate in its
sole discretion) and shall be computed in such manner as to
cause (to the maximum extent possible) each such
installment to be equal. Such installments shall be paid to
the Participant or, in the event of his or her death before
receiving all such installments, the remaining installments
shall be paid to the Participant's Beneficiary.
--------------------
This Article V-A shall not apply to a Participant who is not an Affected
Participant."
PAGE 4 OF 5
5
IN WITNESS WHEREOF, the Benefits Committee has caused this instrument
to be executed by its duly authorized officers on this 21st day of December
1998.
BENEFITS COMMITTEE
BY: /s/ WILLIAM B. USHER
------------------------------------
Vice President, Human Resources
& Administration
ATTEST:
/s/ FREDERICK J. PLAEGER, II
- ----------------------------------
Vice President, General Counsel
& Assistant Secretary
PAGE 5 OF 5