FOURTH AMENDMENT TO THE PIONEER NATURAL RESOURCES COMPANY 2006 LONG TERM INCENTIVE PLAN

EXHIBIT 10.2

FOURTH AMENDMENT TO THE

PIONEER NATURAL RESOURCES COMPANY

2006 LONG TERM INCENTIVE PLAN

THIS FOURTH AMENDMENT (the “ Fourth Amendment ”) to the Pioneer Natural Resources Company 2006 Long Term Incentive Plan, as amended from time to time (the “ Plan ”), is effective January 1, 2009 (the “ Effective Date ”), and is made by Pioneer Natural Resources Company (the “ Company ”).

W I T N E S S E T H :

WHEREAS , the Company previously adopted the Plan, under which the Company is authorized to grant equity-based incentive awards to certain employees and service providers of the Company;

WHEREAS , Section 10(c) of the Plan provides that the Company’s board of directors (the “ Board ”) may amend the Plan in certain circumstances with the approval of stockholders, if such approval by the Company’s stockholders is required by any federal law or regulation, not later than the annual meeting next following such Board action; and

WHEREAS , in order to comply with section 1