2005 PERFORMANCE SHARE UNIT PLAN

EXHIBIT 10.1

BURLINGTON RESOURCES INC.

2005 PERFORMANCE SHARE

UNIT PLAN

1

Effective January 1, 2005
TABLE OF CONTENTS

Page

ARTICLE 1

ESTABLISHMENT AND PURPOSE

1.1. Establishment
1.2. Purpose

ARTICLE 2

DEFINITIONS

2.1. Definitions

ARTICLE 3

ADMINISTRATION

3.1. Committees

ARTICLE 4

PARTICIPANTS

4.1. Participants

ARTICLE 5

PERFORMANCE SHARE UNITS AVAILABLE FOR THE PLAN

5.1. Performance Share Units
5.2. Recapitalization

ARTICLE 6

GRANT OF PERFORMANCE SHARE UNITS AND PERFORMANCE OBJECTIVES

ARTICLE 7

PAYMENT OF VESTED PERFORMANCE SHARE UNITS

7.1. Entitlement to Payment
7.2. Acceleration of Payment Due to Change in Control

ARTICLE 8

GENERAL PROVISIONS

2

BURLINGTON RESOURCES INC.
2005 PERFORMANCE SHARE UNIT PLAN

ARTICLE 1

ESTABLISHMENT AND PURPOSE

1.1. Establishment . Burlington Resources Inc. (the “Company”) hereby establishes the Burlington Resources Inc. 2005 Performance Share Unit Plan (“Plan”) effective as of January 1, 2005.

1.2. Purpose . The purpose of this Plan is to promote the interests of the Company and its stockholders by strengthening the Company’s ability to attract and retain executives in the employ of the Company and its subsidiaries and to deliver pay commensurate with the Company’s performance, as measured by strategic, operating and financial objectives, and to align the efforts of the Company’s executives to the long term interests of the Company’s stockholders.

ARTICLE 2

DEFINITIONS

2.1. Definitions . When used in this Plan, the following terms shall have the respective meanings set forth below unless the context clearly indicates otherwise:

(a) Beneficiary . The person or persons to whom payments are to be paid pursuant to the terms of the Plan in the event of the Participant’s death.

(b) Board . The Board of Directors of the Company.

(c) Change in Control . As used in this Plan, the term “Change in Control” shall have the same meaning as set forth in the Company’s Executive Change in Control Severance Plan, as it may be amended from time to time.

(d) Code . The Internal Revenue Code of 1986, as amended.

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

(f) Company . Burlington Resources Inc.

(g) Compensation Committee . The committee of the Board appointed and/or authorized by the Board to administer the Plan.

(h) Exchange Act . The Securities Exchange Act of 1934, as amended.

(i) Fair Market Value . As determined with respect to a Performance Share Unit Fair Market Value shall mean the average of the closing prices of the Common Stock during the twenty (20) business days immediately preceding and including the Valuation Date, as reported in the NYSE-Composite Transactions by Barron’s or The Wall Street Journal for such days. Notwithstanding the foregoing, Fair Market Value on the date of a Change in Control shall be equal to the greater of (i) the highest price per share of the Company’s Common Stock as reported in the NYSE-Composite Transactions by The Wall Street Journal during the 60-day period ending on the date of the Change in Control, or (ii) if the Change in Control is one described in clause (a) of Section 2.7 of the Company’s Executive Change in Control Severance Plan, the highest price per share paid for the Company’s Common Stock in connection with such Change in Control.

(j) Performance Cycle . That period commencing with January 1 of each year in which the grant of a Performance Share Unit is made and ending on December 31, 2008 or such other period as the Plan Administrator shall designate. The Plan Administrator, in its discretion, may initiate one or more overlapping Performance Cycles that begin before an existing Performance Cycle has ended.

(k) Performance Share Unit or Unit . The unit of award having an accounting value equal to the Fair Market Value of one share of Common Stock.

(l) Permanent Disability . A Participant shall be deemed to have become permanently disabled for purposes of this Plan if the Vice President Human Resources and Administration finds, upon the basis of medical evidence satisfactory to him or her, that the Participant (A) 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 (B) is, 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, receiving income replacement benefits for a period of not less than 3 months under the Burlington Resources Inc. Long Term Disability Income Plan (or successor plan thereto).

(m) Plan Administrator . The Compensation Committee authorized pursuant to Section 3 to administer the Plan.

(n) Subsidiary . A corporation or other form of business association designated by the Compensation Committee and controlled, directly or indirectly, by the Company.

(o) Valuation Date . The date that is designated by the Plan Administrator for the purpose of determining the Fair Market Value of vested Units that will be paid to the Participant or Beneficiary; provided, however , with respect to a Change in Control, the Valuation Date shall be the date of the Change in Control.

ARTICLE 3

ADMINISTRATION

3.1. Plan Administrator. The Plan shall be administered by the Plan Administrator who has the responsibilities and duties specifically assigned to it herein.

With respect to grants made under the Plan to officers and directors of the Company who are subject to Section 16 of the Exchange Act, the Plan Administrator shall be constituted at all times solely of non-employee directors, as defined in the rules promulgated under Section 16(b) of the Exchange Act, 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 ultimate responsibility for granting awards, determining the vesting and value of Units, and performing such other functions as are specifically assigned to it under the terms of the Plan. Notwithstanding anything herein to the contrary, the Plan Administrator shall have the full authority and power with respect to the Plan’s administration and operation with respect to all matters relating to compliance with Section 16(b).

ARTICLE 4

PARTICIPANTS

4.1. Participants . The Plan Administrator shall select the executives of the Company and its Subsidiaries who are eligible to receive Units under the Plan (the “Participants”). Participants, in general, will be limited to the Chairman of the Board, President, Chief Executive Officer, Executive Vice Presidents, Senior Vice Presidents, Vice Presidents, and other executives of the Company, and the chief executive officers and other senior executives of the Subsidiaries who have the principal responsibility for the management, direction and success of the Company as a whole or of a particular business unit thereof. Directors of the Company who are full-time executives of the Company or a Subsidiary shall be eligible to participate in the Plan. Participants may be selected at the beginning of, or during, a Performance Cycle at the discretion of the Plan Administrator.

ARTICLE 5

PERFORMANCE SHARE UNITS AVAILABLE FOR THE PLAN

5.1. Performance Share Units . Subject to Section 5.2, the number of Performance Share Units which may be granted under the Plan is initially set at 1,500,000 Units. If additional Units are needed under the Plan, after such initial number has been fully utilized, the Board shall authorize such additional Units as it shall determine to be appropriate for awards under the Plan. Units that have been granted and are fully vested or that still may become fully vested under the terms of the Plan shall reduce the number of outstanding Units that are available for use in making future grants under the Plan. Upon expiration or termination, in whole or in part, of nonvested Units at the end of a Performance Cycle or otherwise, such expired or terminated Units shall again be available for awards under the Plan.

5.2. Recapitalization . In the event of recapitalization, stock split, stock dividend, exchanges of shares, merger, reorganization, change in the corporate structure of the Company or similar event, the Plan Administrator may make appropriate adjustments in the number of Units authorized for the Plan and, with respect to outstanding Units, the Plan Administrator may make appropriate adjustments in the number of Units.

ARTICLE 6

GRANT OF PERFORMANCE SHARE UNITS

AND PERFORMANCE OBJECTIVES

6.1. Grants of Unit