Item 5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Compensation and Management Development Committee of the Board of Directors of Pioneer Natural Resources Company (the "Company") has approved an amendment to the Company's 2006 Long Term Incentive Plan that expressly prohibits the Company from repricing stock options or stock appreciation rights without the approval of the Company's stockholders.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

10.1 Second Amendment to the Pioneer Natural Resources Company 2006 Long Term Incentive Plan effective May 28, 2009.

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PIONEER NATURAL RESOURCES COMPANY

S I G N A T U R E

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PIONEER NATURAL RESOURCES COMPANY

By: /s/ Frank W. Hall Frank W. Hall, Vice President and Chief Accounting Officer

Dated: May 28, 2009

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PIONEER NATURAL RESOURCES COMPANY