Edgar Filing: BURLINGTON RESOURCES INC

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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SCHEDULE 14A INFORMATION
PROXY STATEMENT
PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

FILED BY THE REGISTRANT [X]
FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]

CHECK THE APPROPRIATE BOX:
[ ] PRELIMINARY PROXY STATEMENT
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14a-6(e)(2))
[X] DEFINITIVE PROXY STATEMENT
[ ] DEFINITIVE ADDITIONAL MATERIALS
[ ] SOLICITING MATERIAL PURSUANT TO SEC. 240.14a-11(c) OR SEC. 240.14a-12

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BURLINGTON RESOURCES INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11

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[ ] Fee paid previously with preliminary materials.
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previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

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[BURLINGTON RESOURCES LOGO]

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held April 23, 2003

TO THE STOCKHOLDERS:

The Annual Meeting of Stockholders of Burlington Resources Inc. will be
held on Wednesday, April 23, 2003, at 9:00 a.m. local time in the Ambassador
Room, The St. Regis Hotel, 1919 Briar Oaks Lane, Houston, Texas, for the
following purposes:

1. To elect eleven directors, each to hold office for a term of one year.

2. To transact any other business which may be properly brought before the
meeting.

Only stockholders of record at the close of business on February 24, 2003
are entitled to notice of, and to vote at, the meeting and any adjournment
thereof.

By Order of the Board of Directors

JEFFERY P. MONTE
Corporate Secretary

March 21, 2003

BURLINGTON RESOURCES INC.
5051 WESTHEIMER
HOUSTON, TEXAS 77056-2124

Mailing Date:
March 21, 2003

PROXY STATEMENT

The enclosed proxy is solicited by the management of Burlington Resources
Inc. (the "Company") for use at the Annual Meeting of Stockholders on April 23,
2003. Shares of common stock, par value $.01 per share ("Common Stock"), of the
Company represented by a properly executed proxy will be voted at the meeting.
The proxy may be revoked at any time before its exercise by sending written
notice of revocation to Mr. Jeffery P. Monte, Corporate Secretary, Burlington
Resources Inc., 5051 Westheimer, Suite 1400, Houston, Texas 77056-2124, or by
signing and delivering a proxy which is dated and received later, either
electronically or by mail, or, if the stockholder attends the meeting in person,
by giving notice of revocation to the Inspector of Election at the meeting.

February 24, 2003 was the record date for the determination of stockholders
entitled to notice of, and to vote at, the meeting. On that date there were
outstanding and entitled to vote 201,672,624 shares of Common Stock, which is
the Company's only class of voting securities. Each stockholder is entitled to
one vote for each share of Common Stock held of record. A plurality of the
shares of Common Stock present in person or represented by proxy at the meeting
is required for the election of Directors. An affirmative vote of a majority of
the shares of Common Stock present in person or represented by proxy and
entitled to vote at the meeting is required for approval of all other items
submitted to the stockholders for their consideration. Abstentions are counted
in the number of shares present in person or represented by proxy and entitled
to vote for purposes of determining whether a proposal has been approved,
whereas broker nonvotes are not counted for those purposes.

INFORMATION ABOUT THE BOARD OF DIRECTORS

The Board of Directors of the Company held 7 meetings during 2002. In 2002,
the standing committees of the Board of Directors consisted of an Audit
Committee and a Compensation and Nominating Committee. The Audit Committee held
9 meetings during 2002. The Compensation and Nominating Committee held 6
meetings during 2002. During 2002, each Director attended at least 75 percent of
the meetings of the Board of Directors and the committees thereof on which such
Director served.

Effective March 1, 2003, the Board of Directors revised its committee
structure. The standing committees of the Board of Directors currently consist
of an Audit Committee, a Compensation Committee and a Governance and Nominating
Committee. The Board of Directors has determined that each of the committee
members is independent as defined in accordance with applicable requirements.

The Audit Committee's primary purpose is to assist the Board of Directors'
oversight of (a) the integrity of the Company's financial statements, (b) the
independent auditor's qualifications, independence and performance, (c) the
performance of the Company's internal audit function, and (d) the Company's
compliance with legal and regulatory requirements. The Audit Committee has the
sole authority to appoint and terminate the Company's independent auditors.

The Compensation Committee is responsible for discharging the Board of
Directors' responsibilities relating to compensation of the Company's Directors
and executive officers. In addition, this committee reviews and recommends any
proposed broad-based and stock-based employee benefit plans and grants
restricted stock, stock options and other forms of long-term incentive
compensation to executive officers.

The Governance and Nominating Committee is responsible for developing and
recommending to the Board of Directors Corporate Governance Guidelines
applicable to the Company, overseeing the evaluation by the Board of Directors
of itself and its committees, identifying and recommending to the Board of
Directors individuals to serve as officers of the Company, reviewing matters of
management succession and identifying and recommending to the Board of Directors
individuals qualified to serve on the Board of Directors and each of the
committees thereof. Copies of the Audit Committee, Compensation Committee, and
Governance and Nominating Committee Charters, as well as the Corporate
Governance Guidelines and the Company's Code of Business Conduct and Ethics, are
available under the Corporate Governance portion of the Investor Relations
section of the Company's Web site at www.br-inc.com.

Except as otherwise designated, the chairman of the Compensation Committee
will serve as the presiding Director of regularly scheduled meetings of the
Non-Management Directors. Anyone who has a concern about the Company may
communicate that concern directly to the chairman of the Compensation Committee
as the presiding Non-Management Director. Such communications may be mailed to
the chairman in care of Mr. Jeffery P. Monte, Corporate Secretary, Burlington
Resources Inc., 5051 Westheimer, Suite 1400, Houston, Texas 77056-2124.

The Governance and Nominating Committee will consider proposals for
nominees for Directors from stockholders which are made in writing to Mr.
Jeffery P. Monte, Corporate Secretary, Burlington Resources Inc., 5051
Westheimer, Suite 1400, Houston, Texas 77056-2124. Stockholders are directed to
the Company's By-Laws which specify the procedures to be followed by
stockholders submitting such proposals.

STOCK OWNERSHIP OF MANAGEMENT
AND CERTAIN OTHER HOLDERS

The following table sets forth information about the only known beneficial
owners of more than 5% of the Company's Common Stock as of February 24, 2003.
This information is based solely on the Company's review of Schedules 13G filed
by such beneficial owners with the Securities and Exchange Commission (the
"SEC").

PERCENT
NAME AND ADDRESS OF NUMBER OF OF
BENEFICIAL OWNER SHARES CLASS
------------------- ---------- -------

FMR Corp., Edward C. Johnson 3d and Abigail P. Johnson(1)... 13,489,604 6.7%
82 Devonshire Street
Boston, Massachusetts 02109
Harris Associates L.P. and Harris Associates Inc.(2)........ 10,977,224 5.5%
Two North LaSalle Street, Suite 500
Chicago, Illinois 60602-3790

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NOTES

(1) In its Schedule 13G filed February 13, 2003 with respect to its securities
as of December 31, 2002, FMR Corp. states that it has sole voting power as
to 1,315,739 shares, shared voting power as to no shares, sole dispositive
power with respect to 13,489,604 shares and shared dispositive power with
respect to no shares. Mr. Johnson and Ms. Johnson state that they each have
sole and shared voting power as to no shares, sole dispositive power with
respect to 13,489,604 shares and shared dispositive power with respect to no
shares.

(2) In its Schedule 13G filed February 14, 2003 with respect to its securities
as of December 31, 2002, Harris Associates L.P. states that it has sole
voting power as to no shares, shared voting power as to 10,977,224 shares,
sole dispositive power with respect to 3,104,324 shares and shared
dispositive power with respect to 7,872,900 shares. Harris Associates Inc.
states that it has sole voting power as to no shares, shared voting power as
to 10,977,224 shares, sole dispositive power with respect to 3,104,324
shares and shared dispositive power with respect to 7,872,900 shares.

The following table sets forth the number of shares of Common Stock
beneficially owned as of February 24, 2003 by each Director or nominee for
Director, the executive officers of the Company named in the Summary
Compensation Table below, and by all Directors and executive officers as a
group. No individual Director or nominee for Director or named executive officer
beneficially owns 1 percent or more of the Company's outstanding Common Stock,
nor do the Directors and executive officers as a group.

NUMBER OF SHARES
------------------------------------------
BENEFICIALLY DEFERRAL
NAME OWNED (1) PLANS (2) TOTAL
----------------------------------------------- ------------ --------- ---------

Mr. Reuben V. Anderson......................... 8,000 4,201 12,201
Ms. Laird I. Grant............................. 17,762 10,933 28,695
Mr. Robert J. Harding.......................... 6,000 2,053 8,053
Mr. John T. LaMacchia.......................... 20,000 5,224 25,224
Mr. James F. McDonald.......................... 19,653 5,226 24,879
Mr. Kenneth W. Orce............................ 38,877 8,046 46,923
Mr. Donald M. Roberts.......................... 40,000 16,323 56,323
Mr. John F. Schwarz............................ 21,088 8,381 29,469
Mr. Walter Scott, Jr........................... 18,296 14,727 33,023
Mr. Bobby S. Shackouls......................... 825,177 156,112 981,289
Mr. William E. Wade, Jr. ...................... 8,300 2,032 10,332
Mr. L. David Hanower........................... 199,060 55,720 254,780
Mr. Randy L. Limbacher......................... 191,114 24,988 216,102
Mr. Steven J. Shapiro.......................... 156,472 18,985 175,457
Mr. John A. Williams........................... 170,686 20,734 191,420
ALL DIRECTORS AND EXECUTIVE OFFICERS
AS A GROUP (15 PERSONS)...................... 1,740,485 353,685 2,094,170

NOTES

(1) For purposes of this table, shares are considered to be "beneficially"
owned if the person directly or indirectly has sole or shared voting or
investment power with respect to such shares. In addition, a person is
deemed to beneficially own shares if that person has the right to
acquire such shares within 60 days of February 24, 2003. As a result,
the number of shares shown in this column includes for Mr. Anderson,
Ms. Grant, Mr. Harding, Mr. LaMacchia, Mr. McDonald, Mr. Orce, Mr.
Roberts, Mr. Schwarz, Mr. Scott, Mr. Wade, Mr. Shackouls, Mr. Hanower,
Mr. Limbacher, Mr. Shapiro, and Mr. Williams 7,000, 12,000, 5,000,
12,000, 13,000, 26,252, 15,000, 18,626, 13,000, 7,000, 749,000,
170,925, 157,100, 110,000 and 145,000 shares, respectively, and
1,460,903 shares for all Directors and executive officers as a group,
which such person (or group) has the right to acquire within 60 days of
February 24, 2003. For Messrs. Shackouls, Hanower, Limbacher, Shapiro
and Williams, the number of shares shown in this column includes
70,000, 17,500, 20,000, 40,000 and 17,500 shares of Common Stock,
respectively, subject to restrictions. Unless otherwise indicated
below, the Directors, nominees for Directors, and executive officers
named in the table above have sole voting and investment authority with
respect to the shares set forth in the table.

(2) These shares represent the economic equivalent of shares of Common
Stock, and were received as a result of grants under the Phantom Stock
Plan for Non-Employee Directors and several deferred compensation plans
of the Company. These share equivalents are subject to Common Stock
market price fluctuations.

(3) Includes 3,000 shares of Common Stock owned by trusts of which Mr.
Orce's wife is trustee and their children are beneficiaries. Mr. Orce
disclaims beneficial ownership of these shares.

(4) Includes 1,200 shares of Common Stock owned by Entech Enterprises,
Inc., of which Mr. Schwarz is President and Chief Executive Officer.
Mr. Schwarz disclaims beneficial ownership of these shares.

ELECTION OF DIRECTORS

In accordance with the By-Laws of the Company, the Board of Directors has
fixed the number of Directors constituting the Board of Directors at eleven. It
is proposed to elect eleven Directors, each to hold office for a term of one
year and until his or her successor shall have been elected and qualified. The
Board of Directors has determined that each of the nominees, other than Mr.
Shackouls, is independent, as defined in the current and proposed New York Stock
Exchange regulations.

Unless otherwise instructed by the stockholder, the persons named in the
enclosed form of proxy will vote the shares represented by such proxy for the
election of the nominees named in this Proxy Statement, subject to the condition
that if any of the named nominees should be unable to serve, discretionary
authority is reserved to vote for a substitute. No circumstances are presently
known which would render any nominee named herein unable or unwilling to serve.
Holders of the voting stock may not cumulate their votes in the election of
Directors.

Each of the following nominees is a Director of the Company at the present
time:

MR. REUBEN V. ANDERSON--Age--60. Member--Audit Committee and Governance and
Nominating Committee. Partner, Phelps Dunbar, Jackson, Mississippi--Law. For
more than five years, Mr. Anderson's principal occupation has been as shown
above. Mr. Anderson has been a Director of the Company since July 2001. Mr.
Anderson is also a director of BellSouth, The Kroger Company, Mississippi
Chemical Corporation and Trustmark National Bank.

MS. LAIRD I. GRANT--Age--57. Member--Audit Committee. Managing Director,
U.S. Trust Company and Chief Investment Officer, U.S. Trust of Florida, Naples,
Florida--Investment Management. Since December 2002, Ms. Grant's principal
occupation has been as shown above. From October 2001 to December 2002, Ms.
Grant's principal occupation was Managing Director of U.S. Trust Company. From
December 1998 to October 2001, Ms. Grant was retired. From January 1995 to
December 1998, Ms. Grant was President, Chief Executive Officer, Chief
Investment Officer, and Director, Rockefeller & Co., Inc. a registered
investment advisor. Ms. Grant has been a Director of the Company since July
1996.

MR. ROBERT J. HARDING--Age--45. Chairman--Audit Committee.
Member--Governance and Nominating Committee. Chairman, Brascan Corporation,
Toronto, Canada -- Real Estate, Financial and Power Generation Company with
Investments in Natural Resources. Since August 1997, Mr. Harding's principal
occupation has been as shown above. Mr. Harding is a Fellow Chartered
Accountant, an honor given by the Ontario Institute of Chartered Accountants to
senior chartered accountants to recognize their contributions to the profession.
Mr. Harding has been a Director of the Company since April 2002. Mr. Harding is
also a director of BPO Properties Inc., Falconbridge Limited, Nexfor Inc. and
Noranda Inc.

MR. JOHN T. LAMACCHIA--Age--61. Member--Compensation Committee. Chairman
and Chief Executive Officer, Tellme Networks, Inc., Mountain View,
California--Telecommunications. Since September 2001, Mr. LaMacchia's principal
occupation has been as shown above. From May 2000 to September 2001, Mr.
LaMacchia was retired. From May 1999 to May 2000, Mr. LaMacchia was President
and Chief Executive Officer of Cellnet Data Systems, Inc. From October 1993
through February 1999, Mr. LaMacchia was President and Chief Executive Officer,
Cincinnati Bell Inc. Mr. LaMacchia has been a Director of the Company since July
1996. Mr. LaMacchia is also a director of The Kroger Company. In February 2000,
Cellnet Data Systems Inc. filed a voluntary petition for bankruptcy under
Chapter 11 of the United States Bankruptcy Code in connection with the
acquisition of the company's assets and assumption of certain debt by
Schlumberger Limited.

MR. JAMES F. MCDONALD--Age--63. Member--Compensation Committee and
Governance and Nominating Committee. Chairman, President and Chief Executive
Officer, Scientific-Atlanta, Inc., Lawrenceville, Georgia--Telecommunications.
Since November 2000, Mr. McDonald's principal occupation has been as shown
above. From July 1993 to November 2000 Mr. McDonald was President and Chief
Executive Officer, Scientific-Atlanta, Inc. Mr. McDonald has been a Director of
the Company since October 1988. Mr. McDonald is also a director of Mirant
Corporation and National Data Corporation.

MR. KENNETH W. ORCE--Age--59. Chairman--Governance and Nominating
Committee. Senior Partner, Cahill Gordon & Reindel, New York, New York--Law. For
more than five years, Mr. Orce's principal occupation has been as shown above.
Mr. Orce has been a Director of the Company since October 1997.

MR. DONALD M. ROBERTS--Age--67. Member--Audit Committee. Retired. Mr.
Roberts has been retired since September 1995. From February 1990 until
September 1995, Mr. Roberts was Vice Chairman and Treasurer, United States Trust
Company of New York and its parent, U.S. Trust Corporation. Mr. Roberts has been
a Director of the Company since July 1993. Mr. Roberts is also a director of
York International Corporation.

MR. JOHN F. SCHWARZ--Age--66. Member--Compensation Committee. Chairman,
President and Chief Executive Officer, Entech Enterprises, Inc., Houston,
Texas--Energy Investments. For more than five years, Mr. Schwarz' principal
occupation has been as shown above. Mr. Schwarz has been a Director of the
Company since October 1997. Mr. Schwarz is also a director of NS Group, Inc.

MR. WALTER SCOTT, JR.--Age--71. Chairman--Compensation Committee.
Member--Governance and Nominating Committee. Chairman, Level 3 Communications,
Inc., Omaha, Nebraska -- Telecommunications and Internet Services. Since April
1998, Mr. Scott's principal occupation has been as shown above. From 1979
through March 1998, Mr. Scott was Chairman and President of Peter Kiewit Sons',
Inc. Mr. Scott has been a Director of the Company since July 1988. Mr. Scott is
also a director of Berkshire Hathaway Inc., Commonwealth Telephone Enterprises,
Inc., ConAgra, Inc., Kiewit Materials Company, Peter Kiewit Sons' Inc., RCN
Corporation and Valmont Industries, Inc.

MR. BOBBY S. SHACKOULS--Age--52. Chairman of the Board, President and Chief
Executive Officer, Burlington Resources Inc., Houston, Texas. Since July 1997,
Mr. Shackouls' principal occupation has been as shown above. Mr. Shackouls has
been a Director of the Company since December 1995. Mr. Shackouls is also a
director of The Kroger Company.

MR. WILLIAM E. WADE, JR.--Age--60. Member--Compensation Committee. Retired.
For most of 1998, Mr. Wade was President of Atlantic Richfield Company, an oil
and gas company ("ARCO"). He served as an Executive Vice President of ARCO from
June 1993 to January 1998. Mr. Wade has been a Director of the Company since
July 2001.

DIRECTORS' COMPENSATION

As of the date of the 2003 Annual Meeting, Directors who are not officers
or employees of the Company will receive an annual retainer of $75,000. In
addition, each Chairman of a Committee of the Board of Directors will receive an
annual retainer of $5,000. Directors who are also officers or employees of the
Company do not receive any compensation for duties performed as Directors.
Directors who are not officers or employees of the Company may defer all or part
of their compensation.

The Company's 2000 Stock Option Plan for Non-Employee Directors provides
for the annual grant of a nonqualified option for 2,000 shares of Common Stock
immediately following the Annual Meeting of Stockholders to Directors who are
not employees of the Company. In addition, an option for 5,000 shares is granted
upon a Director's initial election or appointment to the Board of Directors. The
exercise price per share with respect to each option is the fair market value
(as defined in the plan) of the Common Stock on the date the option is granted.
During 2002, an annual option for 2,000 shares of Common Stock was granted to
Ms. Grant and to each of Messrs. Anderson, LaMacchia, McDonald, Orce, Roberts,
Schwarz, Scott and Wade pursuant to this plan. In addition, during 2002 an
option for 5,000 shares of Common Stock was granted pursuant to this plan to Mr.
Harding upon his election to the Board of Directors.

The Company's Phantom Stock Plan for Non-Employee Directors provides that
immediately following each Annual Meeting of Stockholders, a memorandum account
established for each of the Directors who is not an employee of the Company will
be credited with 1,000 shares of phantom stock. Dividends paid per share of
Common Stock are deemed to be paid per share of phantom stock and are reinvested
in additional phantom stock pursuant to the plan. Amounts credited to the
memorandum accounts pursuant to this plan are
5

unfunded obligations of the Company. Upon termination of service as a Director,
phantom shares credited in the memorandum account will be valued at the fair
market value of the Company's Common Stock at that time and paid in cash.

In 1991, the Company has established a Charitable Award Program for
Directors who have served on the Board of Directors for at least two years. Upon
the death of a Director, the Company will donate $1 million to one or more
educational institutions of higher learning or private foundations nominated by
the Director. In January 2003, the Board of Directors amended the program to
provide that persons first elected to serve on the Board of Directors after
January 2003 will not be eligible to participate in the program.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and Directors and persons who beneficially own more than 10
percent of a registered class of the Company's equity securities to file initial
reports of ownership and changes in ownership with the SEC. Such officers,
Directors and stockholders are required by SEC regulations to furnish the
Company with copies of all Section 16(a) forms they file. Based solely on a
review of the copies of such forms furnished to the Company during the Company's
most recent fiscal year by the Company's executive officers, Directors, and
persons who beneficially own more than 10 percent of a registered class of the
Company's equity securities, all persons subject to the reporting requirements
of Section 16(a) filed the required reports on a timely basis.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Kenneth W. Orce, a member of the Board of Directors of the Company, is a
senior partner at the law firm of Cahill Gordon & Reindel, which provides legal
services to the Company and its subsidiaries. For the fiscal year ended December
31, 2002, the total legal fees paid by the Company to Cahill Gordon & Reindel
represented less than 1% of the gross revenue of the firm.

Walter Scott, Jr., a member of the Board of Directors of the Company, is a
significant shareholder of MidAmerican Energy Holdings Company ("MidAmerican").
In 2002, MidAmerican acquired the Kern River Pipeline system and the Northern
Natural Gas Pipeline system. For the fiscal year ended December 31, 2002, the
Company paid MidAmerican or its pipeline subsidiaries approximately $130,000,
with respect to gas sales and transportation charges, an amount which is less
than 1% of MidAmerican's consolidated gross revenues.

REPORT ON EXECUTIVE COMPENSATION
BY THE COMPENSATION COMMITTEE

The Compensation Committee of the Board of Directors (the "Committee") is
composed entirely of Directors who are not employees of the Company. The
Committee is responsible for establishing and administering the Company's
executive compensation program.

COMPENSATION PHILOSOPHY AND OBJECTIVES

The philosophy underlying the development and administration of the
Company's annual and long-term compensation plans is the alignment of the
interests of the Company's executives with those of the shareholders. Key
elements of this philosophy are:

- Establishing compensation plans which strengthen the Company's ability to
attract and retain executives and key employees and to deliver pay
commensurate with the Company's performance, as measured by strategic,
operating and financial objectives.

- Providing significant equity-based incentives for executives to ensure
that they are motivated over the long term to respond to the Company's
business challenges and opportunities as owners rather than just as
employees.

- Rewarding executives for superior performance when shareholders receive
an above-average return on their investment over the long term.

One of the Committee's objectives is to position executive base salaries to
be competitive with other companies in the energy sector. In 2002, executive
base salaries were at the median when compared to a group of oil and gas
companies. This compensation comparator group consists of twelve independent and
integrated oil and gas companies, including those currently in the Company's
self constructed peer group which is used in the Comparison of Cumulative Total
Shareholder Return, as well as Amerada Hess Corporation, Conoco Inc., Kerr-McGee
Corporation, Occidental Petroleum Corporation and Phillips Petroleum Company.
The performance of the companies in the compensation comparator group is not
considered in establishing executive base salaries.

The Incentive Compensation Plan, or annual bonus plan, is the program by
which executives can earn additional compensation based on individual, division
and Company performance relative to certain annual objectives. At maximum award
levels, total annual cash compensation for the Company's executives is in the
top quartile of the compensation comparator group's total annual cash
compensation. The plan allows for maximum awards of up to 150 percent of base
salary. In evaluating the Company's 2002 performance, the Committee considered a
combination of strategic, operating and financial objectives, including Return
on Capital Employed, growth in Appraised Net Worth per share, Change in Unit
Cash Costs, Change in Production per Share and Reserve Replacement Cost. The
change in Appraised Net Worth is calculated on a price normalized basis. These
measures were specifically weighted and are considered to be critical to the
Company's fundamental goal of building shareholder value. In addition, the
Committee has the discretion to override the result of these measures based upon
the Company's relative Total Shareholder Return as compared to its
self-constructed peer group. Beginning in 2003, the Committee will also consider
the Company's environmental health and safety performance as a measure which
could modify the results of the measures described above.

The Company's long-term incentive program consists of the 2002 Stock
Incentive Plan (the "Stock Incentive Plan") and the 2001 Performance Share Unit
Plan (the "PSU Plan"). The Committee's objective is to structure the executives'
long-term incentive compensation opportunity at approximately the seventy-fifth
percentile of long-term compensation provided by the compensation comparator
group and to emphasize equity as the cornerstone of the Company's long-term
incentive compensation program. Long-term incentive benefits are dependent on
the Company's achievement of its strategic, operating and financial goals, the
Company's relative Total Shareholder Return as compared to the TSR peer group,
and the price of the Company's Common Stock.

Under the Stock Incentive Plan, stock options are granted to executives,
managers and key employees. The options vest no earlier than one year after the
grant date, have a term of ten years and have an exercise price equal to the
fair market value of the Common Stock on the day of grant. Restricted stock is
also granted to this group of employees. The restrictions on this stock
generally lapse on the third anniversary of the date of grant.

Vesting of units under the PSU Plan occurs over a four year performance
period ending in December 2004 and is dependent on the Company's achievement of
its strategic, operating and financial objectives and the Company's relative
Total Shareholder Return. Up to 25 percent of the units granted are eligible to
vest and pay-out for each year of the plan. Units which do not vest in any given
year may be carried over for vesting consideration at the end of the four year
cycle.

The deferred compensation provisions of the Company's compensation plans,
including the PSU Plan, permit participants to allocate all or a portion of
their deferred compensation in a variety of investment funds, including phantom
shares of the Company's Common Stock. As an inducement for executives to
increase their exposure to the Company's Common Stock, the plans permit
executives the opportunity to invest their deferred PSU Plan pay-out in phantom
shares at 75 percent of the fair market value of the Company's Common Stock,
provided that such funds may not be transferred to another investment fund for
three years or until termination of employment. Beginning in 2003, the Incentive
Compensation Plan also allows deferrals into phantom stock at 75 percent of fair
market value. In addition, the Stock Incentive Plan permits a participant to
forfeit Restricted Stock and receive phantom stock in the deferral plans at fair
market value.

The Omnibus Budget Reconciliation Act of 1993 places a limit on the amount
of certain types of compensation for each of the executive officers which may be
tax deductible by the Company. The Company's policy is, primarily, to design and
administer compensation plans which support the achievement of long-term
strategic objectives and enhance shareholder value. Where it is consistent with
this compensation philosophy, the Committee will also attempt to structure
compensation programs that are tax-deductible by the Company.

COMPANY PERFORMANCE AND COMPENSATION

Annual Incentive Award

The Company generally exceeded its operational objectives for the year.
Return on Capital Employed, change in Unit Cash Costs, Reserve Replacement Costs
and price normalized Appraised Net Worth per share all significantly exceeded
objectives. Change in natural gas equivalent production per share met the
target.

The Company significantly improved its asset portfolio through acquisitions
of high-potential properties and a $1.2 billion divestiture program to dispose
of non-core assets. Through internal development and acquisitions, the Company
replaced 161 percent of production for the year.

In view of these results, the Committee awarded Mr. Shackouls an annual
incentive award of $1,195,350, which represents 122.6 percent of his base
salary. Similarly, the Committee awarded the other executive officers 122.6
percent of their base salaries.

In general, the Committee reviews the base salaries for the executive group
every year and in connection with promotions or significant changes in
responsibilities. In January 2003, the base salaries for Messrs. Shapiro and
Limbacher were adjusted due to promotion. The base salaries for Mr. Shackouls
and the other executive officers were not adjusted.

Long-Term Incentive Plan Payout

The Company's performance, for purposes of the PSU Plan pay-out, was
evaluated over a two year period, beginning January 1, 2001 and ending December
31, 2002. The Committee determined that the Company's performance was excellent
and its Total Shareholder Return was excellent, compared to the self-
constructed TSR peer group. The Committee approved the vesting of 75 percent of
the eligible units based upon the Company's performance for 2002 or 37,500 units
for Mr. Shackouls and an aggregate of 37,500 units for the other executive
officers.

Pay-out under the PSU Plan, which occurred in January 2003, was based on
the number of vested units multiplied by the average closing price of the
Company's Common Stock for the 20 trading days prior to and including December
31, 2002. Payments under this plan consisted of $1,585,875 to Mr. Shackouls and
an aggregate of $1,585,876 to the other executive officers.

Long-Term Incentive Plan Awards

As an incentive for future performance and consistent with the objective of
targeting long-term incentive compensation at the seventy-fifth percentile when
compared to the comparator group of oil and gas companies, the Committee in
January 2003 granted Mr. Shackouls 100,000 stock options and 30,000 shares of
restricted stock. The Committee also granted the other executive officers an
aggregate of 120,000 stock options and an aggregate of 35,000 shares of
restricted stock. The grant of restricted stock vests in three years. In October
2002, the Committee made a special grant of 20,000 shares of restricted stock to
Mr. Shapiro which vests over four years.

Additional awards were made under the PSU Plan in January 2003 to newly
promoted executive officers.

STOCK OWNERSHIP

The Committee established stock ownership guidelines in 1993 to more
closely align executive management's personal financial interests with the
interests of all shareholders. The guidelines require executives, depending upon
their position, to hold the equivalent of one to four times their base pay in
the Company's Common Stock. For new incumbents, these targets are to be achieved
within five years of their appointment to the position. As of February 24, 2003,
the record date for the Annual Meeting, each of the Company's executive officers
had attained the stock ownership targets currently required by the guidelines.

COMPENSATION COMMITTEE

Mr. Walter Scott, Jr., Chairman
Mr. John T. LaMacchia
Mr. John F. Schwarz
Mr. William E. Wade, Jr.

PERFORMANCE GRAPH

The Company compares the Cumulative Total Shareholder Return on the Common
Stock of the Company with that of a self-constructed peer group. The peer group
consists of Anadarko Petroleum Corp., Apache Corp., Devon Energy Corporation,
EOG Resources, Inc., Noble Energy, Inc., Ocean Energy, Inc. and Unocal
Corporation.

Comparison of 5-Year Cumulative Total Shareholder Return

[PERFORMANCE GRAPH]

12/31/97 12/31/98 12/31/99 12/31/00 12/31/01 12/31/02
-------- -------- -------- -------- -------- --------

Burlington Resources............. $100 $ 81 $ 76 $117 $ 89 $102
S & P 500........................ 100 129 156 141 125 97
Corporate Peers(1)............... 100 80 92 167 132 128

YEAR ENDED DECEMBER 31

Comparison of 2-Year Cumulative Total Shareholder Return

[PERFORMANCE GRAPH]

12/31/2000 12/31/2001 12/31/2002
---------- ---------- ----------

Burlington Resources.......... $100 $ 75 $ 87
Corporate Peers(1)............ 100 79 77
S & P 500..................... 100 88 69

------------------

NOTES

(1) The index is weighted to reflect the relative market capitalization of the
peer group companies at the beginning of each period for which a return is
indicated.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following information is furnished for the years ended December 31,
2002, 2001, and 2000 with respect to the Company's Chief Executive Officer and
each of the four other most highly compensated executive officers of the Company
and its subsidiaries during 2002 whose salary and bonus exceeded $100,000
("named executive officers"). Annual compensation includes amounts deferred at
the officer's election.

LONG-TERM COMPENSATION
----------------------------------------------
AWARDS PAYOUTS
ANNUAL COMPENSATION ---------------------------- ---------------
--------------------------------------- SECURITIES
OTHER ANNUAL RESTRICTED UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) COMPENSATION(5) STOCK AWARDS(2) OPTIONS LTIP PAYOUTS(3)
------------------------------ ---- -------- ---------- --------------- --------------- ---------- ---------------

Mr. Bobby S. Shackouls 2002 $975,000 $1,195,350 $134,731 $707,800 140,000 $1,585,875
Chairman of the Board, 2001 $975,000 $1,109,550 $147,945 $985,000 100,000 $ 911,500
President and Chief 2000 $910,020 $ 819,018 $ 67,010 $862,500 50,000 $2,265,842
Executive Officer
Mr. Randy L. Limbacher 2002 $400,020 $ 490,425 $ 6,600 $176,950 35,000 $ 396,469
Executive Vice President 2001 $400,020 $ 455,223 $ 5,270 $246,250 25,000 $ 227,875
and Chief Operating Officer 2000 $375,000 $ 337,500 $180,530 $172,500 12,000 $ 527,209
Mr. Steven J. Shapiro(6) 2002 $400,020 $ 490,425 $135,816 $943,350 35,000 $ 396,469
Executive Vice President 2001 $400,020 $ 455,223 $ 73,249 $246,250 25,000 $ 227,875
and Chief Financial Officer 2000 $ 75,255 $ 84,375 -- -- 50,000 --
Mr. John A. Williams 2002 $400,020 $ 490,425 $ 3,558 $176,950 35,000 $ 396,469
Senior Vice President, 2001 $400,020 $ 455,223 $ 79,210 $246,250 25,000 $ 227,875
Exploration 2000 $375,000 $ 337,500 $184,347 $172,500 12,000 $ 555,143
Mr. L. David Hanower 2002 $385,020 $ 472,035 $155,514 $176,950 35,000 $ 396,469
Senior Vice President, 2001 $365,040 $ 415,416 $ 97,334 $246,250 25,000 $ 227,875
Law and Administration 2000 $325,020 $ 292,518 $196,027 $172,500 12,000 $ 538,503

ALL OTHER
NAME AND PRINCIPAL POSITION COMPENSATION(4)
------------------------------ ---------------

Mr. Bobby S. Shackouls $141,541
Chairman of the Board, $123,137
President and Chief $100,057
Executive Officer
Mr. Randy L. Limbacher $ 74,493
Executive Vice President $ 64,376
and Chief Operating Officer $ 50,808
Mr. Steven J. Shapiro(6) $ 51,315
Executive Vice President $ 29,064
and Chief Financial Officer $ 3,750
Mr. John A. Williams $275,084
Senior Vice President, $241,365
Exploration $195,552
Mr. L. David Hanower $ 64,035
Senior Vice President, $ 52,605
Law and Administration $ 42,504

---------------

NOTES

(1) Unless otherwise noted, bonus payments are reported for the year in which
the related services were performed.

(2) The value of restricted stock reported in this column is based on the
closing price of the Common Stock on the New York Stock Exchange on the date
of grant. On December 31, 2002, Messrs. Shackouls, Limbacher, Shapiro,
Williams and Hanower held 65,000, 15,000, 30,000, 15,000 and 15,000 shares,
respectively, of restricted Common Stock, having a market value, based on
the closing price of the Common Stock on such date, of $2,772,250, $639,750,
$1,279,500, $639,750 and $639,750, respectively. For Mr. Shapiro the number
of shares of restricted stock includes 20,000 shares of restricted Common
Stock granted on October 16, 2002 which will vest in equal installments
annually during the next four years, beginning on October 16, 2003 and will
be fully vested on October 16, 2006. Dividends are paid on restricted Common
Stock at the same rate as paid on unrestricted Common Stock.

(3) Regarding 2002, long-term incentive plan payout pursuant to the Company's
2001 Performance Share Unit Plan ("PSU Plan") for the performance period
which began January 1, 2002 and ended on December 31, 2002. Under the PSU
Plan, this payment is equal to the number of vested units multiplied by the
average closing price of the Company's Common Stock for the 20 business days
immediately preceding and including December 31, 2002. Of the units eligible
to vest in 2002, 75% were vested. Of this amount, Messrs. Shapiro and
Hanower deferred 100% of their payouts into phantom shares of the Company's
Common Stock. Regarding 2001, long-term incentive plan payout pursuant to
the PSU Plan for the performance period which began January 1, 2001 and
ended on December 31, 2001. Under the PSU Plan, this payment is equal to the
number of vested units multiplied by the average closing price of the
Company's Common Stock for the 20 business days immediately preceding and
including December 31, 2001. Of the units eligible to vest in 2001, 50% were
vested. Of this amount, Messrs. Williams and Hanower deferred 100% of their
payouts, and Mr. Shapiro deferred $159,513, into phantom shares of the
Company's Common Stock. Regarding 2000, long-term incentive plan payout
pursuant to the Company's 1997 Performance Share Unit Plan ("1997 PSU Plan")
for the performance period which began January 1, 1997 and ended on December
31, 2000. Under the terms of the 1997 PSU Plan, this payment is equal to the
number of vested units multiplied by the average closing price of the
Company's Common Stock for the 20 business days immediately preceding and
including the last day of the performance period. Units vested under the
1997 PSU Plan throughout the four year performance cycle. In aggregate, 65%
of the units granted under the 1997 PSU Plan vested.

(4) Includes matching contributions made by the Company during 2002 in the
Company's Retirement Savings Plan and Supplemental Benefits Plan for Messrs.
Shackouls, Limbacher, Shapiro, Williams and Hanower of $125,073, $68,419,
$51,315, $68,419 and $64,035, respectively. Includes matching contributions
made by the Company during 2001 in the Company's Retirement Savings Plan and
Supplemental Benefits Plan for Messrs. Shackouls, Limbacher, Shapiro,
Williams and Hanower of $107,641, $59,002, $29,064, $59,002 and $52,605,
respectively. Includes matching contributions made by the Company during
2000 in the Company's Retirement Savings Plan and Supplemental Benefits Plan
for Messrs. Shackouls, Limbacher, Shapiro, Williams and Hanower of $91,726,
$48,000, $3,750, $51,002 and $42,504, respectively. Includes for Messrs.
Shackouls, Limbacher and Williams interest accrued during 2002 in excess of
120% of the applicable federal interest rate with respect to salary and
bonus deferrals pursuant to the Company's Deferred Compensation Arrangement
in the amounts of $16,468, $6,073 and $10,011, respectively. Includes for
Mr. Williams interest accrued during 2002 in excess of 120% of the
applicable federal interest rate with respect to salary and bonus deferrals
pursuant to the LL&E Deferred Compensation Arrangement in the amount of
$196,653. Includes for Messrs. Shackouls, Limbacher and Williams interest
accrued during 2001 in excess of 120% of the applicable federal interest

rate with respect to salary and bonus deferrals pursuant to the Company's
Deferred Compensation Plan in the amounts of $15,496, $5,374 and $7,490,
respectively. Includes for Mr. Williams interest accrued during 2001 in
excess of 120% of the applicable federal interest rate with respect to
salary and bonus deferrals pursuant to the LL&E Deferred Compensation
Arrangement in the amount of $174,873. Includes for Messrs. Shackouls,
Limbacher and Williams interest accrued during 2000 in excess of 120% of the
applicable federal interest rate with respect to salary and bonus deferrals
pursuant to the Company's Deferred Compensation Plan in the amounts of
$8,331, $2,808 and $121, respectively. Includes for Mr. Williams interest
accrued during 2000 in excess of 120% of the applicable federal interest
rate with respect to salary and bonus deferrals pursuant to the LL&E
Deferred Compensation Arrangement in the amount of $144,429.

(5) For Mr. Shackouls includes $35,138 and $38,338 attributed for personal use
of Company airplanes in 2002 and 2001, respectively.

(6) Mr. Shapiro joined the Company October 18, 2000.

OPTIONS GRANTED IN 2002

The following information is furnished for the year ended December 31, 2002
with respect to the named executive officers for stock options which were
granted in January 2002 under the Burlington Resources Inc. 1993 Stock Incentive
Plan.

NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS
OPTIONS GRANTED EXERCISE GRANT DATE
GRANTED IN TO EMPLOYEES PRICE EXPIRATION PRESENT
NAME 2002(1) IN 2002 PER SHARE DATE(1) VALUE(2)
---- ---------- ------------ --------- ---------- ----------

Mr. Bobby S. Shackouls................... 137,200(3) 25.2% $35.45 1/9/12 $1,809,668
2,800(4) .6% $35.45 1/8/12 $ 38,920

Mr. Randy L. Limbacher................... 32,200(3) 5.9% $35.45 1/9/12 $ 424,718
2,800(4) .6% $35.45 1/8/12 $ 38,920

Mr. Steven J. Shapiro.................... 32,200(3) 5.9% $35.45 1/9/12 $ 424,718
2,800(4) .6% $35.45 1/8/12 $ 38,920

Mr. John A. Williams..................... 32,200(3) 5.9% $35.45 1/9/12 $ 424,718
2,800(4) .6% $35.45 1/8/12 $ 38,920

Mr. L. David Hanower..................... 32,200(3) 5.9% $35.45 1/9/12 $ 424,718
2,800(4) .6% $35.45 1/8/12 $ 38,920

---------------

NOTES

(1) Under the terms of the Stock Incentive Plan, options are granted at fair
market value and generally may not be exercised until the employee has
completed one year of continuous employment with the Company or its
subsidiaries from the grant date. Options have a term of ten years and
generally terminate one year following an optionee's death or three years
after termination of employment, disability, retirement, termination in
certain events following a "Change in Control" of the Company, as defined in
the Stock Incentive Plan (a "Change in Control"), or other termination,
except that the Compensation Committee may terminate options earlier
following such other termination of employment of the named executive
officers.

(2) The value has been calculated using a variation of the Black-Scholes stock
option valuation methodology. The applied model used the grant date of
January 9, 2002, with an option price of $35.45, it assumed a stock price
volatility of 40.66 percent, a risk-free rate of return of 5.02 percent, a
dividend of $0.55 per year and an expected term until exercise of ten years.
The value has been reduced by approximately 23.48 percent to reflect the
probability of forfeiture due to termination of employment prior to vesting
or of a shortened option term due to termination of employment prior to the
expiration date.

(3) Nonqualified stock options which became exercisable on January 9, 2003.

(4) Incentive stock options which became exercisable on January 9, 2003.

AGGREGATED OPTION EXERCISES IN 2002 AND YEAR-END VALUES

The following information is furnished for the year ended December 31, 2002
with respect to the named executive officers for stock option exercises which
occurred during 2002.

NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
SECURITIES AT DECEMBER 31, 2002 AT DECEMBER 31, 2002(2)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ----------- ----------- ------------- ----------- -------------

Mr. Bobby S. Shackouls...... -- -- 609,000 140,000 $1,000,454 $1,008,000
Mr. Randy L. Limbacher...... -- -- 122,100 35,000 $ 245,124 $ 252,000
Mr. Steven J. Shapiro....... -- -- 75,000 35,000 $ 101,250 $ 252,000
Mr. John A. Williams........ 12,000 $122,624 110,000 35,000 -- $ 252,000
Mr. L. David Hanower........ 4,600 $ 18,555 135,925 35,000 $ 189,642 $ 252,000

---------------

NOTES

(1) This amount is the aggregate of the market value of the Common Stock at the
time each stock option was exercised minus the exercise price for that
option.

(2) This amount is the aggregate of the number of in-the-money options
multiplied by the difference between the exercise price for that option and
$42.65, the closing price of the Common Stock on the New York Stock Exchange
on December 31, 2002.

PENSION PLAN

Benefit accruals under the qualified pension plan of the Company and its
subsidiaries (the "Pension Plan") and the nonqualified Supplemental Benefits
Plan (the "Supplemental Benefits Plan") are based on the gross amount of
earnings, including incentive bonuses, but excluding all commissions and other
extra or added compensation or benefits of any kind or nature. Estimated annual
benefit levels under the Plans, based on earnings and years of credited service
at age 65, are as follows:

PENSION PLAN TABLE

AVERAGE YEARS OF SERVICE AT AGE 65
PENSION -------------------------------------------------------------
EARNINGS(1) 15 20 25 30 35
--------------------- -------- -------- ---------- ---------- ----------

600,000 141,878 189,170 236,463 283,755 331,048
700,000 165,878 221,170 276,463 331,755 387,048
800,000 189,878 253,170 316,463 379,755 443,048
900,000 213,878 285,170 356,463 427,755 499,048
1,000,000 237,878 317,170 396,463 475,755 555,048
1,100,000 261,878 349,170 436,463 523,755 611,048
1,200,000 285,878 381,170 476,463 571,755 667,048
1,300,000 309,878 413,170 516,463 619,755 723,048
1,400,000 333,878 445,170 556,463 667,755 779,048
1,500,000 357,878 477,170 596,463 715,755 835,048
1,600,000 381,878 509,170 636,463 763,755 891,048
1,700,000 405,878 541,170 676,463 811,755 947,048
1,800,000 429,878 573,170 716,463 859,755 1,003,048
1,900,000 453,878 605,170 756,463 907,755 1,059,048
2,000,000 477,878 637,170 796,463 955,755 1,115,048
2,100,000 501,878 669,170 836,463 1,003,755 1,171,048
2,200,000 525,878 701,170 876,463 1,051,755 1,227,048
2,300,000 549,878 733,170 916,463 1,099,755 1,283,048
2,400,000 573,878 765,170 956,463 1,147,755 1,339,048
2,500,000 597,878 797,170 996,463 1,195,755 1,395,048
2,600,000 621,878 829,170 1,036,463 1,243,755 1,451,048
2,700,000 645,878 861,170 1,076,463 1,291,755 1,507,048
2,750,000 657,878 877,170 1,096,463 1,315,755 1,535,048

---------------

NOTE

(1) Average pension earnings for a given year include salary and bonus payments.
Under the Pension Plan, the maximum benefit payable in 2002 is $160,000 and
the maximum amount of compensation that may be considered is $200,000.
Pension Plan benefits are not reduced by Social Security benefits.

The Pension Plan formula (as amended as of January 1, 1999) for normal
retirement benefits at age 65 is 1.1 percent of the highest three-year average
earnings, plus 0.5 percent of the highest three-year average earnings in excess
of one-third of the FICA taxable wage base in effect during the year of
termination, times the number of years of credited service. An early retirement
supplement equal to 1 percent of the highest three-year average earnings up to
one-third of the FICA taxable wage base in effect in the year of termination,
times the number of years of credited service, is payable until age 65. Both the
basic benefit and the early retirement supplement are reduced by 2 percent for
each year the employee's actual retirement date precedes the date the employee
would have attained age 65. Years of credited service under the Pension Plan at
age 65 for Messrs. Shackouls, Limbacher, Shapiro, Williams, and Hanower would be
22, 37, 16, 23, and 34, respectively.

EMPLOYMENT AGREEMENTS AND SEVERANCE PLANS

The Company has an agreement with Mr. Shackouls which provides for his
employment as Chairman of the Board, President and Chief Executive Officer of
the Company at a minimum annual salary of $825,000, effective for three years
from the date the Company notifies him that it does not wish to extend the term.
The Agreement shall terminate automatically on the date of the Company's Annual
Meeting of Stockholders following Mr. Shackouls' 60th birthday. The agreement
provides that upon termination of employment within two years after a Change in
Control of the Company, Mr. Shackouls will be entitled to the greater of the
benefits under the employment agreement or the Company's Executive Change in
Control Severance Plan (the "Change in Control Severance Plan"). Pursuant to
this agreement, Mr. Shackouls is entitled to approximately thirteen additional
years of credited service under the Supplemental Benefits Plan if he remains
employed by the Company until age 55 or is terminated by the Company prior to
age 55.

The Change in Control Severance Plan provides severance benefits following
a Change in Control for certain officers of the Company and its subsidiaries,
including the named executive officers listed in the Summary Compensation Table,
in an amount equal to (i) three times the sum of annual salary plus the bonus
amount defined in the plan and (ii) a pro rata bonus amount for the year in
which the change in control occurs. The Change in Control Severance Plan also
provides for the continuation of life, health, survivor benefit and long-term
disability insurance for a period of up to 36 months subsequent to a
participant's termination of employment following a Change in Control as well as
a supplemental pension payable under the Supplemental Benefits Plan calculated
by adding three years of additional credited pension service and certain other
benefits. Benefits are payable under the Change in Control Severance Plan for
any termination of employment within two years of the date of a Change in
Control, except where termination is by reason of death, disability, for cause,
instituted by the employee for other than good reason or the employee is offered
employment with a divested operating unit of the Company. The Change in Control
Severance Plan also provides that the Company will pay legal fees and expenses
incurred by a participant to enforce rights or benefits under the plan.

As defined in the Change in Control Severance Plan, a "Change in Control"
shall mean the occurrence of any of the following: (a) a person or group
acquires 20% or more of the Company's voting securities; (b) a merger,
consolidation or reorganization with or into the Company or in which securities
of the Company are issued unless such merger is a "Non-Control Transaction" as
defined in the Change in Control Severance Plan; (c) the sale or disposition of
substantially all of the Company's assets; (d) a complete liquidation or
dissolution of the Company; or (e) members of the Board of Directors on the
effective date of the Change in Control Severance Plan and new members approved
by at least two-thirds of such members and previously approved members cease to
constitute a majority of the Board of Directors.

The Company also has an agreement with Mr. Shapiro which provides that if
(i) Mr. Shapiro is still employed by the Company on his 55th birthday or (ii)
before his 55th birthday, Mr. Shapiro's employment with the Company is
involuntarily terminated by the Company (other than for "Cause" or as a result
of his death or "Permanent Disability," each as defined in the Company's Key
Executive Severance Protection Plan), Mr. Shapiro will receive upon termination
of his employment with the Company a supplemental pension benefit equal to the
difference between the benefit calculated using his actual service and the
benefit calculated assuming Mr. Shapiro had an additional three years of
credited service. This supplemental pension benefit will be calculated using the
provisions of the qualified Pension Plan and the non-qualified Supplemental
Benefits Plan in effect at the time Mr. Shapiro's employment with the Company is
terminated.

The Company has also agreed to provide certain employees formerly employed
in the Company's Seattle, Washington office, including Mr. Hanower, with
additional pension-related benefits if their employment terminates prior to age
60 equal to the lump sum value of the additional benefits the employee would
have received under the Company's Pension Plan and Supplemental Benefits Plan if
the employee had retired upon early retirement at age 60, based on the
assumptions that the employee's base salary increases 6% per year, the employee
receives the maximum bonus opportunity each year, and the Social Security
integration level increases at 5% per year.

The Internal Revenue Code of 1986, as amended (the "Code"), imposes an
excise tax on payments to certain employees following a Change in Control if the
payments meet certain requirements and exceed certain limits set forth in the
Code. If payments under the Change in Control Severance Plan (the "Severance
Payments") are subject to this excise tax, the Company will pay an additional
amount to the participant (the "Gross-Up Payment") such that the participant
retains, after payment of the excise tax on the Severance Payments and the
Gross-Up Payment and any income tax and Medicare tax on the Gross-Up Payment, an
amount equal to the Severance Payments.

REPORT BY AUDIT COMMITTEE

The primary purpose of the Audit Committee is to assist the Board of
Directors' oversight of (1) the integrity of the Company's financial statements,
(2) the independent auditor's qualifications, independence and performance, (3)
the performance of the Company's internal audit function, and (4) the Company's
compliance with legal and regulatory requirements. The Audit Committee is solely
responsible for the appointment and compensation of the Company's independent
auditors. The Audit Committee is composed of four independent directors and
operates under a written charter adopted and approved by the Board of Directors,
attached as a Schedule A to this Proxy Statement. During the fiscal year 2002,
the Audit Committee held nine meetings.

It is not the responsibility of the Audit Committee to plan or conduct
audits, to determine that the Company's financial statements are in all material
respects complete and accurate in accordance with generally accepted accounting
principles, or to certify the Company's financial statements. This is the
responsibility of management and the independent auditors. It is also not the
responsibility of the Audit Committee to guarantee the independent auditor's
report or assure compliance with laws and regulations and the Company's Code of
Business Conduct and Ethics.

Based on the Audit Committee's review of the audited financial statements,
its discussions with management regarding the audited financial statements, its
receipt of written disclosures and the letter from independent auditors required
by Independence Standards Board Standard No. 1, its discussions with the
independent auditors regarding such auditor's independence, the audited
financial statements, the matters required to be discussed by the Statement on
Auditing Standards No. 61 and other matters the Audit Committee deemed relevant
and appropriate, the Audit Committee recommended to the Board of Directors that
the audited financial statements for the fiscal year ended December 31, 2002 be
included in the Company's Annual Report on Form 10-K for such fiscal year.

AUDIT COMMITTEE

Mr. Robert J. Harding, Chairman
Mr. Reuben V. Anderson
Ms. Laird I. Grant
Mr. Donald M. Roberts

AUDITORS

The Audit Committee of the Board of Directors has appointed, and the Board
of Directors has ratified, PricewaterhouseCoopers LLP ("PWC") as independent
public accountants for the year ending December 31, 2003.

Representatives of PWC will be present at the Annual Meeting with the
opportunity to make a statement and to respond to appropriate questions.

AUDIT FEES

The aggregate fees billed for professional services rendered by PWC for the
audit of the Company's financial statements for the fiscal year ended December
31, 2002, and the reviews of the financial statements included in the Company's
Forms 10-Q for such fiscal year were $2,035,500.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

PWC did not provide the Company any financial information systems design
and implementation services as used in Paragraph (c)(4)(ii) of Rule 2-01 of
Regulation S-X for the fiscal year ended December 31, 2002.

ALL OTHER FEES

The aggregate fees billed for services rendered by PWC, other than for
audit services and financial information systems design and implementation
services, for the fiscal year ended December 31, 2002 were $321,950. These
services included work for benefit plan audits, tax compliance and consulting,
registration statements and business continuity planning consultation.

GENERAL

The Audit Committee of the Company's Board of Directors has considered
whether the provision of services by PWC covered by "Financial Information
Systems Design and Implementation Fees" and "All Other Fees" above is compatible
with maintaining PWC's independence.

EXPENSES OF SOLICITATION

The expenses of preparing and mailing this Proxy Statement and the
accompanying form of proxy and the cost of solicitation of proxies on behalf of
the management will be borne by the Company. In addition, D. F. King & Co. has
been retained to aid in the solicitation at an estimated fee of $10,000. Proxies
may be solicited by personal interview, mail and telephone. Brokerage houses,
other custodians and nominees will be asked whether other persons are beneficial
owners of the shares which they hold of record and, if so, they will be supplied
with additional copies of the proxy materials for distribution to such
beneficial owners. The Company will reimburse parties holding stock in their
names or in the names of their nominees for their reasonable expenses in sending
proxy material to their principals.

ELECTRONIC PROXY VOTING

Registered shareholders can vote their shares via (1) a toll-free telephone
call from the U.S. and Canada; or (2) the Internet; or (3) by mailing their
signed proxy card. The telephone and Internet voting procedures are designed to
authenticate shareholders' identities, to allow shareholders to vote their
shares and to confirm that their instructions have been properly recorded.
Specific instructions to be followed by any registered shareholder interested in
voting via telephone or the Internet are set forth on the enclosed proxy card.

HOUSEHOLDING OF ANNUAL MEETING MATERIALS

The Securities and Exchange Commission rules regarding the delivery of
proxy statements and annual reports permit the Company, in specified
circumstances, to deliver a single set of these reports to any address at which
two or more stockholders reside. This method of delivery, often referred to as
"householding," will reduce the amount of duplicative information that security
holders receive and lower printing and mailing costs for the Company. Each
stockholder will continue to receive a separate proxy card.

We have delivered only one proxy statement and annual report to eligible
stockholders who share an address, unless we received contrary instructions from
any such stockholder prior to the mailing date. If a stockholder prefers to
receive separate copies of the Company's proxy statement or annual report,
either now or in the future, the Company will promptly deliver, upon written or
oral request, a separate copy of the proxy

statement or annual report, as requested, to any stockholder at the shared
address to which a single copy was delivered. Such requests should be
communicated to the Company's transfer agent, EquiServe Trust Company, N.A.
either by sending a request in writing to P.O. Box 43010, Providence, Rhode
Island 02940 or by calling 1-800-736-3001.

If you are currently a stockholder sharing an address with another
stockholder and wish to have only one proxy statement and annual report
delivered to the household in the future, please contact EquiServe at the
address or telephone number indicated above.

OTHER MATTERS

Management knows of no other matters which are likely to be brought before
the meeting. However, if any other matters, not now known or determined, come
before the meeting, the persons named in the enclosed form of proxy or their
substitutes will vote such proxy in accordance with their judgment in such
matters.

ANNUAL REPORT

This Proxy Statement does not include information regarding executive
officers called for by Item 401(b) of Regulation S-K because such information is
furnished in the Company's 2002 Annual Report to Stockholders and such
information is incorporated herein by reference thereto. A copy of the Company's
2002 Annual Report to Stockholders is being mailed with this Proxy Statement to
each stockholder of record. Stockholders not receiving a copy of such Annual
Report may obtain one by writing or calling Mr. Jeffery P. Monte, Corporate
Secretary, Burlington Resources Inc., 5051 Westheimer, Suite 1400, Houston,
Texas 77056-2124, telephone (713) 624-9500.

SUBMISSION OF STOCKHOLDER PROPOSALS
FOR THE 2004 ANNUAL MEETING

Stockholder proposals for inclusion in the Proxy Statement to be issued in
connection with the 2004 Annual Meeting of Stockholders must be mailed to Mr.
Jeffery P. Monte, Corporate Secretary, Burlington Resources Inc., 5051
Westheimer, Suite 1400, Houston, Texas 77056-2124, and must be received by the
Corporate Secretary on or before November 22, 2003.

Stockholder proposals submitted outside of the procedures set forth above,
including nominations for Directors, must be mailed to Mr. Jeffery P. Monte,
Corporate Secretary, at the address above and must be received by the Corporate
Secretary on or before January 21, 2004. If a proposal is received after that
date, the Company's proxy for the 2004 Annual Meeting may confer discretionary
authority to vote on such matter without any discussion of such matter in the
proxy statement for the 2004 Annual Meeting.

By Order of the Board of Directors

JEFFERY P. MONTE
Corporate Secretary

SCHEDULE A

BURLINGTON RESOURCES INC.

AUDIT COMMITTEE CHARTER

ORGANIZATION

The Board of Directors shall designate annually an Audit Committee
comprised of three or more Directors, who may be removed by the Board of
Directors in its discretion. The members of the Audit Committee shall be
"independent" as determined in accordance with the laws, rules and regulations
of the New York Stock Exchange, financially literate (or must become financially
literate within a reasonable period of time after his or her appointment to the
Audit Committee), at least one shall have accounting or related financial
management expertise and shall otherwise comply with and satisfy the
requirements of the New York Stock Exchange, the securities laws and all other
applicable laws, rules and regulations. The Audit Committee shall report
regularly to the Board of Directors.

A Chairman of the Audit Committee shall be elected annually by the Board of
Directors.

PURPOSE

The Audit Committee shall prepare the report required by the rules of the
Securities and Exchange Commission to be included in the Company's annual proxy
statement.

While the Audit Committee recognizes the importance of its role, it is not
the responsibility of the Audit Committee to plan or conduct audits, to
determine that the Company's financial statements are in all material respects
complete and accurate and in accordance with generally accepted accounting
principles ("GAAP"), or to certify the Company's financial statements. These are
the responsibilities of management and the independent auditor. It is also not
the responsibility of the Audit Committee to guarantee the independent auditor's
report. The Audit Committee shall assist the Board of Directors in overseeing
management and the independent auditors in fulfilling their responsibilities in
the financial reporting process of the Company.

MEETINGS

The Audit Committee shall meet at least four times each year, or more
frequently 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 Audit Committee members) in furtherance of such
responsibilities. Meetings of the Audit Committee shall be called by the
Chairman of the Audit 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. In order to foster
open communications, the Committee shall meet periodically with senior
management, the head of the Company's internal audit department and the
independent auditor in separate private sessions to discuss any matters that the
Audit Committee or any such persons believe appropriate.

RELATIONSHIP WITH INDEPENDENT AUDITORS

The Audit Committee shall have the sole authority to appoint and terminate
the Company's independent auditor, which shall report directly to the Audit
Committee. The Audit Committee shall be directly responsible for the
compensation (including as to fees and terms) and oversight of the work of the
Company's independent auditor (including resolution of disagreements between
management and the independent auditor regarding financial reporting) for the
purpose of preparing or issuing an audit report or related work. All

auditing services and permitted non-audit services performed for the Company by
the independent auditor shall be preapproved by the Audit Committee subject to
applicable laws, rules and regulations. The Audit Committee may form and
delegate to a subcommittee the authority to grant preapprovals with respect to
auditing services and permitted non-auditing services, provided that any such
grant of preapproval shall be reported to the full Audit Committee at its next
meeting.

POWERS AND RESPONSIBILITIES

A. OVERSIGHT OF THE COMPANY'S FINANCIAL STATEMENTS AND DISCLOSURE PRACTICES

The Audit Committee shall:

1) Discuss with management and the independent auditor the Company's
annual audited financial statements, including the Company's disclosures
made under "Management's Discussion and Analysis of Financial Conditions
and Results of Operations," and recommend to the Board of Directors whether
such audited financial statements should be included in the Company's
annual report on Form 10-K.

2) Discuss with management and the independent auditor the Company's
quarterly financial statements, including the Company's disclosures made
under "Management's Discussion and Analysis of Financial Conditions and
Results of Operations."

3) Review the Company's disclosure controls and procedures and
internal controls and procedures for financial reporting and the
certifications required to be made by any officer of the Company in each of
the Company's quarterly reports on Form 10-Q and the Company's annual
report on Form 10-K (the "Periodic Reports").

4) Review all reports from the independent auditor pursuant to
applicable laws, rules and regulations concerning:

a) all critical accounting policies and practices to be used;

b) all alternative treatments of financial information within
generally accepted accounting principles that have been discussed with
management, ramifications of the use of such alternative disclosures and
treatments, and the treatment preferred by the independent auditor; and

c) other material written communications between the independent
auditor and management, such as any management letter or schedule of
unadjusted differences.

5) Discuss with the independent auditor certain matters related to the
conduct of the audit pursuant to Statement of Auditing Standards No. 61,
including any:

a) Problems or difficulties encountered by the independent auditor
in the course of the audit work;

b) Restrictions on the scope of the independent auditor's
activities or access to information;

c) Significant disagreements with management;

d) Communications between the independent auditing team and such
team's national office with respect to auditing or accounting issues
presented by the engagement;

e) Accounting adjustments noted or proposed by the independent
auditor, but not adopted by the Company; and

f) Management or internal control letter issued or proposed to be
issued by the independent auditor and the Company's response to that
letter.

6) Discuss generally with management the types of information to be
disclosed and presentations to be made in connection with the Company's (a)
issuance of earnings press releases (including the Company's use of "pro
forma," or "adjusted" non-GAAP information), and (b) disclosure of
financial information and earnings guidance to analysts and rating
agencies. The Audit Committee need not

discuss in advance each earnings release or each instance in which the
Company may provide earnings guidance.

7) Discuss the Company's policies and guidelines which govern the
Company's risk assessment and risk management as well as discuss the
Company's major financial risk exposures and the steps management has taken
to monitor and control such exposures.

8) Review and discuss with management and the independent auditor, as
it deems necessary or appropriate:

a) Major issues regarding accounting principles and financial
statement presentations, including any significant changes in the
Company's selection or application of accounting principles, and major
issues as to the adequacy of the Company's internal controls and any
special audit steps adopted in light of material control deficiencies;

b) Analyses prepared by management and/or the independent auditor
setting forth significant financial reporting issues and judgments made
in connection with the preparation of the financial statements,
including analyses of the effects of alternative GAAP methods on the
Company's financial statements; and

c) The effect of regulatory and accounting initiatives, as well as
off-balance sheet structures, on the Company's financial statements.

B. OVERSIGHT OF THE COMPANY'S INDEPENDENT AUDITOR

The Audit Committee shall:

1) Obtain and review a report from the independent auditor on at least
an annual basis describing:

a) The internal quality-control procedures of such independent
auditor;

b) Any material issues raised by the independent auditor's most
recent internal quality-control review or peer review and any steps
taken to deal with such issues;

c) Any material issues raised by any inquiry or investigation by
governmental or professional authorities, within the preceding five
years, with respect to one or more independent audits carried out by the
independent auditor and any steps taken to deal with such issues; and

d) All relationships between the independent auditor and the
Company.

2) Evaluate the qualifications, performance and independence of the
independent auditor, taking into account the foregoing report, the services
provided by the independent auditor and the opinions of management and the
Company's internal auditors, and report such conclusions to the Board of
Directors.

3) Evaluate the lead (or coordinating) audit partner having primary
responsibility for the audit, taking into account the opinions of
management and the Company's internal auditors.

4) Ensure the required rotation of the lead (or coordinating) audit
partner having primary responsibility for the audit and the audit partner
responsible for reviewing the independent audit, and consider whether it is
appropriate or necessary, in order to assure continuing independence, to
rotate the Company's independent auditor on a regular basis.

5) Establish Company hiring policies with respect to the employment of
current and former employees of the independent auditor who were engaged on
the Company's account.

6) Review and discuss with management and the independent auditor the
proposed plan and overall scope of the Company's annual audit.

C. OVERSIGHT OF THE COMPANY'S INTERNAL AUDIT FUNCTION

The Audit Committee shall:

1) Review the activities of the internal audit department, including
the proposed annual audit plan, periodic progress reports on the status of
the plan and all concluded internal audits, including summaries of any
significant issues raised during the performance of the internal audits.

2) Discuss with management and the independent auditor the
responsibilities, budget and staffing of the internal audit department and
any recommended changes in the planning and scope of the Company's annual
internal audit plan.

3) Approve in advance the retention and the dismissal of the head of
the internal audit department.

D. OVERSIGHT OF THE COMPANY'S COMPLIANCE WITH LEGAL AND REGULATORY
REQUIREMENTS

The Audit Committee shall:

1) Obtain assurance from the independent auditor that the Company is
in compliance with the provisions of Section 10A of the Securities Exchange
Act of 1934, as amended.

2) Review with management and the independent auditors the Company's
Code of Business Conduct and Ethics (the "Code of Conduct"), which
prohibits unethical or illegal activities by the Company's directors,
officers and employees, as well as review the actions taken to monitor
compliance with the Code of Conduct.

3) Approve any proposed waivers for directors or executive officers
and review any material waivers for non-executive officers or employees
granted by the Company's Senior Vice President, Law and Administration or
the Vice President and General Counsel pursuant to the Company's Code of
Conduct.

4) Review with management, the independent auditor and the Company's
counsel any legal, regulatory and environmental matters that may have a
material impact on the Company's financial statements or accounting
policies.

5) Establish procedures for the (a) receipt, retention and treatment
of complaints received by the Company regarding the Company's accounting,
internal accounting controls or auditing matters, and (b) confidential,
anonymous submission by Company employees of concerns regarding
questionable accounting or auditing matters.

6) Review and assess compliance with all applicable laws, rules and
regulations, including those of the Securities and Exchange Commission and
the New York Stock Exchange, specifically applicable to the composition and
responsibilities of the Audit Committee.

ADDITIONAL POWERS AND RESPONSIBILITIES

The Audit Committee shall have the authority to engage and obtain advice
and assistance from advisors, including independent or outside legal counsel and
accountants, 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.

The Audit Committee shall, on an annual basis, review and reassess the
adequacy of this Charter and conduct an evaluation of the Audit Committee's own
performance during such past year.

The Audit Committee shall perform such other activities as the Audit
Committee or the Board of Directors may from time to time deem necessary or
appropriate.

[BURLINGTON RESOURCES LOGO]

March 21, 2003

To our Stockholders:

You are cordially invited to attend the Annual Meeting of Stockholders of
Burlington Resources Inc. to be held at 9:00 a.m., local time, on Wednesday,
April 23, 2003, in the Ambassador Room of The St. Regis Hotel, 1919 Briar Oaks
Lane, Houston, Texas. Detailed information about the meeting is contained in the
accompanying Notice of Annual Meeting and Proxy Statement.

Regardless of whether you plan to attend the meeting, it is important that your
shares be voted. The Company has Internet and telephone voting options for your
convenience. We ask that you vote as soon as possible, by using either the
Internet or telephone options or by signing and returning your proxy by mail in
the envelope provided.

Sincerely,

/s/ BOBBY S. SHACKOULS

Bobby S. Shackouls
Chairman of the Board,
President and Chief Executive Officer

[0332 - BURLINGTON RESOURCES] [FILE NAME: ZBRL72.ELX] [LOGO: ZBRLRS]
[SIGN:ZBRSIG] [VERSION - (4)] {03/07/03] [ORIG. 02/06/03]

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL ZBRL72

PROXY

SOLICITED BY THE BOARD OF DIRECTORS

BURLINGTON RESOURCES INC. ANNUAL MEETING OF STOCKHOLDERS

APRIL 23, 2003

The undersigned hereby appoints Bobby S. Shackouls and L. David Hanower,
and each or either of them, with full power of substitution, as the proxy or the
proxies (the "Proxies") of the undersigned to represent and vote, as designated,
all of the shares of stock of the Company which the undersigned may be entitled
to vote at the Annual Meeting of Stockholders to be held in the Ambassador Room,
The St. Regis Hotel, 1919 Briar Oaks Lane, Houston, Texas on April 23, 2003 at
9:00 a.m. local time, and at any adjournment or postponement of such meeting
with all powers which the undersigned would possess if present at such Annual
Meeting. In the election of directors, this proxy will be voted in accordance
with the specifications so made on the reverse side. If no direction is given,
this proxy will be voted FOR Proposal 1. Said proxies shall have discretionary
authority as to any other matters that may properly come before the meeting, in
accordance with and as described in the Notice of Annual Meeting of Stockholders
and Proxy Statement.

----------- -----------
SEE REVERSE (IMPORTANT-TO BE SIGNED AND DATED ON REVERSE SIDE) SEE REVERSE
SIDE SIDE
----------- -----------

[BURLINGTON RESOURCES LOGO]
C/O EQUISERVE TRUST COMPANY N.A.
P.O. Box 8694
EDISON, NJ 08818-8694

VOTER CONTROL NUMBER

-----------------------------

YOUR VOTE IS IMPORTANT. PLEASE VOTE IMMEDIATELY.

VOTE-BY-INTERNET [COMPUTER GRAPHIC] OR VOTE-BY-TELEPHONE [TELEPHONE GRAPHIC]

1. Log on to the Internet and go to 1. Call toll-free
http://www.eproxyvote.com/br 1-877-PRX-VOTE(1-877-779-8683)

2. Enter your Voter Control Number listed above 2. Enter your Voter Control Number listed above and
and follow the easy steps outlined on the secured follow the easy recorded instructions.
website.

If you vote over the Internet or by telephone,
please do not mail your card.

[0332 - BURLINGTON RESOURSES] [FILE NAME: ZBRL71.ELX][LOGO-ZBRLRS][VERSION - (3)] [02/26/03] [ORIG. 02/06/03]

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL ZBRL71

PLEASE MARK
[X] VOTES AS IN
THIS EXAMPLE.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL

1. Elections of Directors.

NOMINEES: (01) R.V. Anderson, (02) L.I. Grant, (03) R.J. Harding,
(04) J.T. LaMacchia, (05) J.F. McDonald, (06) K.W. Orce,
(07) D.M. Roberts, (08) J.F. Schwarz, (09) W. Scott, Jr.,
(10) B.S. Shackouls and (11) W.E. Wade, Jr.

FOR [ ] [ ] WITHHELD

[ ]
--------------------------------------
For all nominees except as noted above

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

MARK HERE FOR COMMENTS [ ]

Please sign exactly as your name appears. If acting
as attorney, executor, trustee or in other
representative capacity, sign name and title. Joint
owners should each sign.

Signature: Date: Signature: Date:
-------------------------------- ------------------ --------------------------------- -----------

[BURLINGTON RESOURCES LOGO]

--------------------------------------------------------------------------------

YOUR VOTE IS IMPORTANT NOTICE OF
YOUR MANAGEMENT WILL APPRECIATE THE PROMPT ANNUAL MEETING
RETURN OF YOUR SIGNED PROXY SO THE SHARES YOU OF STOCKHOLDERS
OWN WILL BE REPRESENTED AT THE ANNUAL MEETING OF AND
STOCKHOLDERS. PROXY STATEMENT

--------------------------------------------------------------------------------

TO BE HELD IN THE AMBASSADOR ROOM,
THE ST. REGIS HOTEL,
1919 BRIAR OAKS LANE
HOUSTON, TEXAS
APRIL 23, 2003
9:00 A.M.

332-PS-02