Equality

Adopt Indigenous Rights Policy

2004 – Burlington Resources, Inc.

Whereas:

Burlington Resources (Burlington) faces major opposition to its operations in the rainforests of Ecuador and Peru, due to the threat those operations pose to the survival and security of indigenous peoples and to the integrity of the region’s ecosystem.

The United Nations states that the world's indigenous population is over 350 million, representing over 5,000 languages and cultures in more than 70 countries on every continent.

Indigenous rights to ancestral homelands, self-determination, livelihood, and culture are often threatened by companies that operate in their territories.

Burlington controls all or part of oil concessions in Blocks 23 and 24 in Ecuador, as well as Block 64 in Peru. Oil activities in these blocks threaten indigenous rights guaranteed under the Ecuadorian and Peruvian constitutions and under international law.

Burlington’s holdings in these Blocks not only threaten recognized indigenous rights, but also pose a financial risk to the company. Years of opposition have led to significant project delays, including a state of force majeure in Block 24. The ongoing legal battles could cause further work slippages and create financial liabilities for the company.

The legally recognized indigenous federations representing people who have lived in these ecologically extraordinary areas for thousands of years and represent the majority of the people in the Blocks are publicly opposed to Burlington’s operations.

In Ecuador’s Block 24, the over 50,000 Shuar and Achuar people are represented by their own legally recognized federations. In 2002 these federations filed a legal injunction in Ecuadorian courts against Burlington for failing to abide by an earlier court decision prohibiting ARCO from negotiating with individuals or communities rather than their representative federation. The court upheld the legal action but Burlington has subsequently violated this ruling.

In Ecuador’s Block 23, the Kichwa people of the Sarayacu territory have repeatedly clarified their official position opposing oil companies’ entering their ancestral lands. In November 2002, the Ecuadorian military occupied their lands to allow Burlington and its partners to conduct seismic testing. A series of rights violations ensued. In response, the Sarayacu community filed a case before the Inter-American Commission for Human Rights, which in May 2003 ordered Ecuador to take precautionary measures to protect the Sarayacu community and its leaders. The government of Ecuador had not done so as of October 2003.

The leaders of the Shuar, Achuar, and Sarayacu Kichwa have stated that Burlington has disrespected their peoples and assert their right to determine the future development of their lands and cultures.

RESOLVED

Shareholders request that our Board adopt a formal written policy on the rights of indigenous peoples and issue a report on this policy, prepared at reasonable expense and omitting proprietary information, to be made available to shareholders by August 2004.

Supporting Statement:

* We believe transnational companies should develop and implement a comprehensive policy on

indigenous rights.

* The policy should invoke legally recognized indigenous rights as prescribed in international law,

e.g., ILO Convention 169.

* The Company should consult with the legally recognized representatives of indigenous peoples.