Contract

Exhibit 10.34 SUMMARY OF THE COMPENSATION OF NON-EMPLOYEE DIRECTORS OF BURLINGTON RESOURCES INC. Set forth below is a summary of the compensation provided to directors whoare not officers or employees of the Company (“Non-Employee Directors”).Directors who are also officers or employees of the Company do not receive anycompensation for duties performed as Directors.Retainers:o Board Retainer: Each Non-Employee Director receives an annual retainer of $75,000.o Committee Chair Retainer: The Chairman of the Audit Committee receives an annual retainer of $10,000 and the Chairman of each other Committee of the Board of Directors receives an annual retainer of $5,000.o Deferral Election: Directors can elect to have their retainers paid quarterly in cash, or defer payment until their resignation from the Board of Directors under deferral provisions which permit participants to allocate the deferred compensation in a variety of investment funds, including phantom shares of the Company’s common stock.Stock Option Grants: The Company’s 2000 Stock Option Plan for Non-EmployeeDirectors provides for the annual grant of a nonqualified option to purchase4,000 shares of common stock immediately following the Company’s Annual Meetingof Stockholders to Non-Employee Directors. In addition, an option to purchase10,000 shares is granted upon a Non-Employee Director’s initial election orappointment to the Board of Directors. The exercise price per share with respectto each option is the fair market value (as defined in the plan) of theCompany’s common stock on the date the option is granted.Phantom Stock Grants: The Company’s Phantom Stock Plan for Non-EmployeeDirectors provides that immediately following each Annual Meeting ofStockholders (and upon a Non-Employee Director’s initial election or appointmentto the Board of Directors if not at an Annual Meeting), a memorandum accountestablished for each of the Non-Employee Directors will be credited with 2,000shares of phantom stock. Dividends paid per share of Common Stock are deemed tobe paid per share of phantom stock and are reinvested in additional phantomstock pursuant to the plan. Amounts credited to the memorandum accounts pursuantto this plan are unfunded obligations of the Company. Upon termination ofservices as a Director, phantom shares credited in the memorandum account willbe valued at the fair market value of the Company’s common stock at that timeand paid in cash either in a lump sum or monthly installments.Travel Insurance: The Company maintains $500,000 of business travel accidentinsurance for Non-Employee Directors while traveling on Company business.Matching Gift Program: Non-Employee Directors participate in the Company’smatching gift program on the same basis as the Company’s full-time employees inthe United States.Continuing Education Programs: In accordance with the Company’s CorporateGovernance Guidelines, the Company reimburses Directors for reasonable expensesincurred in connectionwith continuing education programs relating to the responsibilities of directorsof public companies.Reimbursement of Expenses: The Company reimburses Non-Employee Directors forexpenses incurred in connection with attending Board of Director meetings andother Company events including the reimbursement of expenses for transportationon commercial, chartered or private aircraft. On occasion, a spouse or guest ofa Non-Employee Director is invited by the Company to a Company event and travelswith the Non-Employee Director. From time to time, the Company providestransportation aboard Company aircraft to and from these events. Underapplicable tax laws, income may be imputed to a Non-Employee Director in certaininstances for use of Company aircraft, and the Company’s reimbursement forexpenses may include tax protection applicable to some or all of the imputedincome. In addition, subject to the approval of the Chairman of the Board andChief Executive Officer, Non-Employee Directors and their invited guests arepermitted to use Company aircraft for personal use, provided that the number offlight hours for these trips by all of the Non-Employee Directors and theirspouses or guests, together with approved personal trips by employees and otherson Company aircraft, may not exceed ten percent (10%) of the total flight hoursin any fiscal quarter.Charitable Award Program: In 1991, the Company established a Charitable AwardProgram for Directors who have served on the Board of Directors for at least twoyears. Upon the death of a Director eligible to participate in the program, theCompany will donate $1 million to one or more educational institutions of higherlearning or other charitable organizations (which may include privatefoundations) nominated by the Director and, in the case of charitableorganizations, approved by the Board of Directors. In January 2003, the Board ofDirectors terminated the program with respect to the participation of any personfirst elected to serve on the Board of Directors after that date.Retirement Plans: In 1988 the Company established a Retirement Plan forDirectors. Effective as of the Company’s 1996 Annual Meeting of Stockholders,the Board of Directors terminated such plan, although benefits accrued prior totermination remain. As a result, upon retirement from the Board of Directors,James F. McDonald, Donald M. Roberts and Walter Scott, Jr. will receive anannual payment in an amount equal to the annual retainer then being paid toDirectors for the number of years of service on the Board of Directors prior totermination of the plan. In addition, Kenneth W. Orce and John F. Schwarz wereformer directors of The Louisiana Land and Exploration Company (“LL&E”), whichwas merged into and became a wholly owned subsidiary of the Company onOctober 22, 1997. As former directors of LL&E, Messrs. Orce and Schwarz will beentitled to receive benefits under the Retirement Plan for Directors of LL&E,which provides for an annual retirement benefit for a period of ten years equalto the annual LL&E retainer fees of $30,000 payable in equal quarterlyinstallments beginning upon the Director’s 70th birthday. -2-