X0202 4 2006-03-31 1 0000833320 BURLINGTON RESOURCES INC BR 0001013867 SCOTT WALTER JR LEVEL 3 COMMUNICATIONS, INC. 3555 FARNAM ST., SUITE 1500 OMAHA NE 68131 1 0 0 0 Common Stock 2006-03-31 4 D 0 14592 D 0 D Phantom Stock 2006-03-31 4 D 0 42658 D Common Stock 42658 0 D Stock Option (right to buy) 22.00 2006-03-31 4 D 0 2000 0 D 1997-03-27 2007-03-27 Common Stock 2000 0 D Stock Option (right to buy) 23.9063 2006-03-31 4 D 0 2000 0 D 1998-03-26 2008-03-26 Common Stock 2000 0 D Stock Option (right to buy) 19.4063 2006-03-31 4 D 0 2000 0 D 1999-04-07 2009-03-31 Common Stock 2000 0 D Stock Option (right to buy) 19.0469 2006-03-31 4 D 0 4000 0 D 2000-04-19 2009-03-31 Common Stock 4000 0 D Stock Option (right to buy) 24.065 2006-03-31 4 D 0 4000 0 D 2001-04-18 2009-03-31 Common Stock 4000 0 D Stock Option (right to buy) 20.8325 2006-03-31 4 D 0 4000 0 D 2002-04-17 2009-03-31 Common Stock 4000 0 D Stock Option (right to buy) 24.0225 2006-03-31 4 D 0 4000 0 D 2003-04-23 2009-03-31 Common Stock 4000 0 D Stock Option (right to buy) 32.9825 2006-03-31 4 D 0 4000 0 D 2004-04-21 2009-03-31 Common Stock 4000 0 D Stock Option (right to buy) 49.545 2006-03-31 4 D 0 4000 0 D 2005-04-27 2009-03-31 Common Stock 4000 0 D The shares of common stock listed in Table I were cancelled at the effective time of the merger (the "Effective Time") contemplated by the Agreement and Plan of Merger, dated December 12, 2005, to which the Issuer and ConocoPhillips are parties (the "Merger Agreement"), and, in consideration of such cancellation, the Reporting Person became entitled to receive, for each such share of Issuer common stock, 0.7214 shares of ConocoPhillips common stock and $46.50. 1 for 1. Pursuant to the Merger Agreement, at the Effective Time, these phantom stock units ceased to be measured by the value of Issuer common stock and were converted into 61,536 phantom stock units measured by the value of ConocoPhillips common stock. These phantom stock units were acquired under the Company's deferred compensation plan, are fully vested, and are to be settled in cash upon retirement or other termination of employment. Pursuant to the Merger Agreement, at the Effective Time, this option, which provided for 100% vesting immediately at the date of grant (March 27, 1997), ceased to represent a right to acquire shares of common stock of the Issuer and thereafter constituted a fully vested option to purchase 2,885 shares of ConocoPhillips common stock with an exercise price of $15.2508 per share. Pursuant to the Merger Agreement, at the Effective Time, this option, which provided for 100% vesting immediately at the date of grant (March 26, 1998), ceased to represent a right to acquire shares of common stock of the Issuer and thereafter constituted a fully vested option to purchase 2,885 shares of ConocoPhillips common stock with an exercise price of $16.5723 per share. Pursuant to the Merger Agreement, at the Effective Time, this option, which provided for 100% vesting immediately at the date of grant (April 7, 1999), ceased to represent a right to acquire shares of common stock of the Issuer and thereafter constituted a fully vested option to purchase 2,885 shares of ConocoPhillips common stock with an exercise price of $13.4528 per share. Pursuant to the Merger Agreement, at the Effective Time, this option, which provided for 100% vesting immediately at the date of grant (April 19, 2000), ceased to represent a right to acquire shares of common stock of the Issuer and thereafter constituted a fully vested option to purchase 5,770 shares of ConocoPhillips common stock with an exercise price of $13.2036 per share. Pursuant to the Merger Agreement, at the Effective Time, this option, which provided for 100% vesting immediately at the date of grant (April 18, 2001), ceased to represent a right to acquire shares of common stock of the Issuer and thereafter constituted a fully vested option to purchase 5,770 shares of ConocoPhillips common stock with an exercise price of $16.6823 per share. Pursuant to the Merger Agreement, at the Effective Time, this option, which provided for 100% vesting immediately at the date of grant (April 17, 2002), ceased to represent a right to acquire shares of common stock of the Issuer and thereafter constituted a fully vested option to purchase 5,770 shares of ConocoPhillips common stock with an exercise price of $14.4415 per share. Pursuant to the Merger Agreement, at the Effective Time, this option, which provided for 100% vesting immediately at the date of grant (April 23, 2003), ceased to represent a right to acquire shares of common stock of the Issuer and thereafter constituted a fully vested option to purchase 5,770 shares of ConocoPhillips common stock with an exercise price of $16.6528 per share. Pursuant to the Merger Agreement, at the Effective Time, this option, which provided for 100% vesting immediately at the date of grant (April 21, 2004), ceased to represent a right to acquire shares of common stock of the Issuer and thereafter constituted a fully vested option to purchase 5,770 shares of ConocoPhillips common stock with an exercise price of $22.8640 per share. Pursuant to the Merger Agreement, at the Effective Time, this option, which provided for 100% vesting immediately at the date of grant (April 27, 2005), ceased to represent a right to acquire shares of common stock of the Issuer and thereafter constituted a fully vested option to purchase 5,770 shares of ConocoPhillips common stock with an exercise price of $34.3454 per share. Walter Scott, Jr. 2006-04-04