Exhibit 10.34


            SUMMARY OF THE COMPENSATION OF NON-EMPLOYEE DIRECTORS OF
                            BURLINGTON RESOURCES INC.

      Set forth below is a summary of the compensation provided to directors who
are not officers or employees of the Company ("Non-Employee Directors").
Directors who are also officers or employees of the Company do not receive any
compensation for duties performed as Directors.

Retainers:

o   Board Retainer: Each Non-Employee Director receives an annual retainer of
    $75,000.

o   Committee Chair Retainer: The Chairman of the Audit Committee receives an
    annual retainer of $10,000 and the Chairman of each other Committee of the
    Board of Directors receives an annual retainer of $5,000.

o   Deferral Election: Directors can elect to have their retainers paid
    quarterly in cash, or defer payment until their resignation from the Board
    of Directors under deferral provisions which permit participants to allocate
    the deferred compensation in a variety of investment funds, including
    phantom shares of the Company's common stock.

Stock Option Grants: The Company's 2000 Stock Option Plan for Non-Employee
Directors provides for the annual grant of a nonqualified option to purchase
4,000 shares of common stock immediately following the Company's Annual Meeting
of Stockholders to Non-Employee Directors. In addition, an option to purchase
10,000 shares is granted upon a Non-Employee Director's initial election or
appointment to the Board of Directors. The exercise price per share with respect
to each option is the fair market value (as defined in the plan) of the
Company's common stock on the date the option is granted.

Phantom Stock Grants: The Company's Phantom Stock Plan for Non-Employee
Directors provides that immediately following each Annual Meeting of
Stockholders (and upon a Non-Employee Director's initial election or appointment
to the Board of Directors if not at an Annual Meeting), a memorandum account
established for each of the Non-Employee Directors will be credited with 2,000
shares of phantom stock. Dividends paid per share of Common Stock are deemed to
be paid per share of phantom stock and are reinvested in additional phantom
stock pursuant to the plan. Amounts credited to the memorandum accounts pursuant
to this plan are unfunded obligations of the Company. Upon termination of
services as a Director, phantom shares credited in the memorandum account will
be valued at the fair market value of the Company's common stock at that time
and paid in cash either in a lump sum or monthly installments.

Travel Insurance: The Company maintains $500,000 of business travel accident
insurance for Non-Employee Directors while traveling on Company business.

Matching Gift Program: Non-Employee Directors participate in the Company's
matching gift program on the same basis as the Company's full-time employees in
the United States.

Continuing Education Programs: In accordance with the Company's Corporate
Governance Guidelines, the Company reimburses Directors for reasonable expenses
incurred in connection

with continuing education programs relating to the responsibilities of directors
of public companies.

Reimbursement of Expenses: The Company reimburses Non-Employee Directors for
expenses incurred in connection with attending Board of Director meetings and
other Company events including the reimbursement of expenses for transportation
on commercial, chartered or private aircraft. On occasion, a spouse or guest of
a Non-Employee Director is invited by the Company to a Company event and travels
with the Non-Employee Director. From time to time, the Company provides
transportation aboard Company aircraft to and from these events. Under
applicable tax laws, income may be imputed to a Non-Employee Director in certain
instances for use of Company aircraft, and the Company's reimbursement for
expenses may include tax protection applicable to some or all of the imputed
income. In addition, subject to the approval of the Chairman of the Board and
Chief Executive Officer, Non-Employee Directors and their invited guests are
permitted to use Company aircraft for personal use, provided that the number of
flight hours for these trips by all of the Non-Employee Directors and their
spouses or guests, together with approved personal trips by employees and others
on Company aircraft, may not exceed ten percent (10%) of the total flight hours
in any fiscal quarter.

Charitable Award Program: In 1991, the Company established a Charitable Award
Program for Directors who have served on the Board of Directors for at least two
years. Upon the death of a Director eligible to participate in the program, the
Company will donate $1 million to one or more educational institutions of higher
learning or other charitable organizations (which may include private
foundations) nominated by the Director and, in the case of charitable
organizations, approved by the Board of Directors. In January 2003, the Board of
Directors terminated the program with respect to the participation of any person
first elected to serve on the Board of Directors after that date.

Retirement Plans: In 1988 the Company established a Retirement Plan for
Directors. Effective as of the Company's 1996 Annual Meeting of Stockholders,
the Board of Directors terminated such plan, although benefits accrued prior to
termination remain. As a result, upon retirement from the Board of Directors,
James F. McDonald, Donald M. Roberts and Walter Scott, Jr. will receive an
annual payment in an amount equal to the annual retainer then being paid to
Directors for the number of years of service on the Board of Directors prior to
termination of the plan. In addition, Kenneth W. Orce and John F. Schwarz were
former directors of The Louisiana Land and Exploration Company ("LL&E"), which
was merged into and became a wholly owned subsidiary of the Company on
October 22, 1997. As former directors of LL&E, Messrs. Orce and Schwarz will be
entitled to receive benefits under the Retirement Plan for Directors of LL&E,
which provides for an annual retirement benefit for a period of ten years equal
to the annual LL&E retainer fees of $30,000 payable in equal quarterly
installments beginning upon the Director's 70th birthday.


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