BURLINGTON RESOURCES INC
AMENDMENT NO.1 TO 2001 PERFORMANCE SHARE UNIT PLAN
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<TYPE>EX-10.2
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<FILENAME>h96348ex10-2.txt
<DESCRIPTION>AMENDMENT NO.1 TO 2001 PERFORMANCE SHARE UNIT PLAN
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                                  Exhibit 10.1


Amendment  No.1,  dated January 9, 2002 to Burlington  Resources Inc.  Incentive
Compensation Plan


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                                 AMENDMENT NO. 1
                                       TO
                            BURLINGTON RESOURCES INC.
                           INCENTIVE COMPENSATION PLAN



     Subject  to the  approval  of the  Burlington  Resources  Inc.  2002  Stock
Incentive Plan by the shareholders of Burlington Resources Inc. (the "Company"),
Sections 5.5 and 5.6 of the  Burlington  Resources Inc.  Incentive  Compensation
Plan are hereby amended,  effective as of the date of such shareholder approval,
to read as follows:

     "5.5 Investment of Accounts.  Except as provided below,  each Account shall
accrue  interest on the deferred  Incentive  Award credited to such Account from
the date such Incentive Award is credited to the Account through the date of its
distribution  (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  Plan  Administrator.  The Plan  Administrator  shall
determine,  in  its  sole  discretion,  the  rate  of  interest  to be  credited
periodically to the Interest Accounts.

     "Unless the Plan Administrator  determines otherwise,  in lieu of investing
in the Interest Account, a Participant may elect, in accordance with and subject
to procedures that the Plan Administrator has approved,  that all or a specified
percentage  of his or her  Incentive  Award  deferred for that  calendar year be
credited in Phantom Stock (the "Company Stock Account"),  in the S&P Account, or
in any  combination  of the Interest  Account,  Company Stock Account and/or S&P
Account as elected by the Participant.  The Plan Administrator shall establish a
separate  notional  subaccount(s) for such Participant under his or her Account,
which shall be credited  (i) with  respect to the Company  Stock  Account,  with
whole and  fractional  shares of Phantom  Stock as of the date of the  Incentive
Award for such calendar year, and with phantom (notional) dividends with respect
to the credited  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  periodically as of the dates
of the deferrals and with any notional  distributions on such units, which shall
be credited as being reinvested in additional  units. All credits to the Company
Stock Account resulting from an initial  investment of deferred amounts shall be
made at a discount based on a value equal to 75 percent of the Fair Market Value
per share of the Company's  Common Stock on the applicable  date. All credits to
the Company Stock Account  resulting from a reinvestment  of amounts  previously
invested  in the  Interest  Account  or the  S&P  Account  or  resulting  from a
reinvestment of phantom dividends,  and all debits to the Company Stock Account,
shall be made based on a value equal to 100% of the Fair Market  Value per share
of the  Company's  Common  Stock on the  applicable  date.  Notwithstanding  the
foregoing,  the  Plan  Administrator  may in  its  discretion  determine  that a
different  percentage  than is prescribed  in the preceding two sentences  shall
apply in respect of any category of credits to the Company Stock Account.




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     "5.6  Changes  in  Investment  Elections.  Unless  the  Plan  Administrator
determines  otherwise,  each  Participant  who has an Account under the Plan may
elect that all or a specified percentage of his or her Account balance as of any
date be reinvested  in the Interest  Account,  Company Stock Account  and/or S&P
Account in such proportions as elected by the  Participant.  This election shall
be in  such  form  and  subject  to  such  restrictions,  if  any,  as the  Plan
Administrator  shall establish.  In no event may any reinvestment be made of any
portion of a  Participant's  Company  Stock Account  representing  Phantom Stock
purchased  at a discount as described in Section 5.5 prior to the earlier of (i)
the  expiration  of a period  of three  years  following  the date on which  the
Phantom Stock purchased at a discount was credited to the Participant's  Company
Stock  Account  or (ii) the date of the  Participant's  Termination  or  Special
Deferral payment date (in which event, the balance in the Participant's  Company
Stock Account will be distributed in cash or converted into an Interest  Account
as described in Section 5.7)."

     The date of adoption of this  amendment  by the Board of  Directors  of the
Company is January 9, 2002.







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