1991 Director Charitable Award Plan

EXHIBIT 10.10


AMENDMENT NO. 1
TO
BURLINGTON RESOURCES INC.
DIRECTOR CHARITABLE AWARD PLAN


The Burlington Resources Inc. 1991 Director Charitable Award Plan (the "Plan") is hereby amended, by revising Section 6 thereof in its entirety to read as follows:


"Except as set forth in Section 5.5, the Board of Directors or
the Committee may from time to time amend, suspend or terminate the
Plan, in whole or in part; provided, however, any such amendment,
suspension, or termination may not substantially increases the
administrative cost of the Plan or the obligations of the Company;
provided, further, that any such amendment, suspension, or termination
of the Plan may not impair the eligibility of any member of the Board
of Directors who is serving on the effective date of such amendment,
suspension or termination, or the right of his or her designated
Qualified Donee(s) to receive the benefit accrued or to be accrued
hereunder."


The date of adoption of such amendment by t ...