2003 Committee Charter : BR

COMPENSATION COMMITTEE CHARTER
As of March 1, 2003
Burlington Resources Inc.
Compensation Committee Charter
Organization
The Board of Directors shall designate annually a Compensation Committee comprised of
three or more Directors, who may be removed by the Board of Directors in its discretion. The
members of the Compensation Committee shall be "independent" as determined in accordance with
the laws, rules and regulations of the New York Stock Exchange, shall be "Non-Employee Directors,"
as defined in Rule 16b-3 promulgated under Section 16 of the Securities Exchange Act of
1934 (the "Exchange Act"), shall be "outside directors" within the meaning of Rule 162(m) of the
Internal Revenue Code of 1986, and shall comply with all other applicable laws, rules, regulations
and requirements. The Compensation Committee shall report regularly to the Board of Directors.
A Chairman of the Compensation Committee shall be elected annually by the Board of Directors.
Purpose
The purpose of the Compensation Committee is to (1) discharge the Board of Director's responsibilities
relating to compensation of the Company's directors and executives, and (2) prepare
an annual report on executive compensation for inclusion in the Company's proxy statement in accordance
with applicable laws, rules and regulations.
Meetings
The Compensation Committee shall meet as often as it deems necessary or appropriate to
carry out its responsibilities and may, in its sole discretion, form and delegate authority to subcommittees
(comprised only of Compensation Committee members) in furtherance of such responsibilities.
Meetings of the Compensation Committee shall be called by the Chairman of the Compensation
Committee, the Chairman of the Board or the President of the Company. All such meetings shall be
held pursuant to the By-Laws of the Company with regard to notice and waiver thereof, and written
minutes of each such meeting shall be duly filed in the Company's records.
Powers and Responsibilities
The Compensation Committee shall:
1) Review, at least annually, the Company's compensation strategy to ensure that (a) executives
are rewarded in a manner consistent with such strategy, internal equity considerations,
competitive practices, applicable legal and regulatory requirements and their
contributions to Company growth, financial and operating performance, and (b) the ex-
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ecutive compensation strategy supports the Company's objectives and shareholder interests.
2) Review and approve corporate goals and objectives relevant to compensation, evaluate
the performance of the Company's executives, including the Chief Executive Officer (the
"CEO"), in light of these goals and objectives, set the annual compensation of the CEO
and other executives based on this evaluation and other factors the Compensation
Committee deems to be relevant, including without limitation competitive market practices
and relative Total Shareholder Return. The Compensation Committee shall also review
and approve the terms on which any such compensation may be deferred.
3) Prepare an annual report on executive compensation for inclusion in the Company's
proxy statement, in accordance with applicable laws, rules and regulations.
4) Make recommendations to the Board of Directors with respect to the amount and manner
of payment of cash compensation for non-employee members of the Board of Directors,
the terms and awards of any stock-based compensation or other programs for such
members of the Board of Directors and the terms on which any such compensation may
be deferred.
5) Review and make recommendations to the Board of Directors with respect to the approval,
amendment and termination of the Company's incentive compensation plans and
equity-based plans subject, where required, to shareholder approval, and administer
such plans.
6) Approve grants of stock or stock options to individuals eligible for such grants (including
grants in compliance with Rule 16b-3 promulgated under the Exchange Act to individuals
who are subject to Section 16 of the Exchange Act). The Compensation Committee
may delegate to the CEO the authority, subject to any limitations determined by the
Compensation Committee, to grant options to employees of the Company or any subsidiary
of the Company who are not directors or officers of the Company.
7) Review and monitor the pension and retirement plans of the Company.
Additional Powers and Responsibilities
The Compensation Committee shall have the authority to engage and obtain advice and assistance
from advisors, including independent or outside legal counsel and shall have sole authority to
retain and/or terminate a compensation consulting firm. The Compensation Committee shall have the
sole authority to approve the fees and other retention terms of any such engagement, as it determines
is necessary or appropriate to carry out its duties. All related fees and costs of such advisors shall
be paid promptly by the Company in accordance with its normal business practices.
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The Compensation Committee shall, on an annual basis, review and reassess the adequacy
of this Charter and conduct an evaluation of the Compensation Committee's own performance during
such past year.
The Compensation Committee shall perform such other activities as the Compensation
Committee or the Board of Directors may from time to time deem necessary or appropriate.