EXHIBIT 10.9
AMENDMENT NO. 3
TO
BURLINGTON RESOURCES INC.
1991 DIRECTOR CHARITABLE AWARD PLAN
The Burlington Resources Inc. 1991 Director Charitable Award
Plan (the "Plan") is hereby amended, effective as of December 17, 2003, as
follows:
1. The first sentence of Section 1.2 of the Plan is amended to
read in its entirety as follows:
"The purpose of the Plan is to promote the mutual
interest of the directors and the Company to support
Institutions of Higher Learning and other worthy
charitable organizations, and to enhance the positive
image of the Company."
2. Subparagraph (e) of Article 2 of the Plan is amended to
read in its entirety as follows:
"(e) 'Committee' means the Compensation Committee
of the Board of Directors."
3. Subparagraph (n) of Article 2 of the Plan is
amended to read in its entirety as follows:
"(n) 'Qualified Donee' means: (i) any Institution
of Higher Learning which (A) qualifies for
tax deductible contributions under Code
Section 170(c)(2) or any successor statute,
and (B) has not been denied status as a
Qualified Donee by the Board of Directors
pursuant to Section 5.2 herein; or (ii) any
organization other than an Institution of
Higher Learning (including without
limitation a private foundation described in
Code Section 509) which (A) qualifies for
tax deductible contributions under Code
Section 170(c)(2) or any successor
statute, and (B) has been approved as a
Qualified Donee by the Board of Directors
pursuant to Section 5.2 herein."
4. Section 3.1 of the Plan is amended to read in its entirety
as follows:
"3.1. Committee. The Plan shall be administered by
the Board of Directors and the Committee. The
Committee shall interpret the Plan, prescribe, amend
and rescind rules relating to it, select eligible
Participants, and take all other actions necessary
for its administration. No member of the Committee
shall vote on any matter that pertains solely to
himself or herself."
5. Section 5.2 of the Plan is amended to read in its entirety
as follows:
"5.2. Designation of Donees. Each Participant shall
nominate eligible organizations (as described in
subparagraph (n) of Article 2) to receive Charitable
Awards by providing formal notice of such nominations
to the Committee. Following the receipt of the
nominations of organizations, the Committee will
review each nomination. If the nominated organization
is an Institution of Higher Learning, the Committee
may, if it so determines, recommend to the Board of
Directors that the nomination be denied. If the
nominated organization is not an Institution of
Higher Learning, the Committee will make a
recommendation to the Board of Directors as to
whether or not the nomination should be approved by
the Board of Directors. The Board of Directors, by
majority vote, shall have the authority to approve or
deny status as a Qualified Donee to any organization
nominated by a Participant. In the event that one or
more Institutions of Higher Learning are nominated by
a Participant for status as a Qualified Donee but
that nomination is denied by the Board of Directors,
the Participant may nominate additional eligible
organizations to receive a Charitable Award, subject
to approval or denial as described in this Section
5.2. In the event one or more organizations other
than Institutions of Higher Learning are nominated by
a Participant for status as a Qualified Donee but are
not approved for such status by the Board of
Directors, the Participant may nominate additional
eligible organizations to receive a Charitable Award,
subject to approval or denial as described in this
Section 5.2.
"All nominations of organizations to receive
Charitable Awards shall be made on a Charitable Award
Nomination Form, which shall specify the following:
(i) the name of the nominated organization; (ii) the
amount desired by the Participant to be donated to
the organization; (iii) the name under which the
-2-
donation is to be made; and (iv) any other terms and
provisions deemed necessary by the Board of Directors
or the Committee. Each completed Charitable Award
Nomination Form shall be submitted to the Corporate
Secretary of the Company."
6. The first and second sentences of Section 5.3 of the Plan
are amended to read in their entirety as follows:
"Participants may, at any time, nominate an
alternative eligible organization (as described in
subparagraph (n) of Article 2) to receive a
Charitable Award (subject to approval or denial as
described in Section 5.2 herein). In addition,
Participants may, at any time, request a change in
the amount of money to be donated to each such
Qualified Donee, or a change in the name under which
the donation is to be made, subject to approval or
denial as described in Section 5.2 herein."
-3-