1
FIRST AMENDMENT TO
NONQUALIFIED DEFERRED COMPENSATION
ARRANGEMENTS
OF
CONOCOPHILLIPS
Effective as
of the
"Effective
Time"
defined in
the Employee
Matters Agreement
by
and
between
ConocoPhillips
and
Phillips
66
(the
"Effective
Time"),
ConocoPhillips
Company
(the
“Company”)
amended
and
restated
the
Annex
to
Nonqualified
Deferred
Compensation
Arrangements
of
ConocoPhillips
(the
“409A
Annex”)
for
the
benefit
of
certain employees of
the Company and its
affiliates.
The Company desires to
amend the 409A
Annex
by the revisions
set forth below,
effective upon the date of execution set forth below:
1.
Section 6 is hereby amended to revise the nomenclature of the existing provision
so that the existing paragraph now becomes paragraph
(a).
2.
Section 6 is hereby further amended to add the following at the end thereof:
“(b)
In the
event
that
an Employee
who is
a
taxpayer
subject to
the Code
is a
Participant
in
an
International
NQDC
Arrangement,
then,
to
the
extent
that
no
exceptions
or
exclusions
apply
to
prevent
taxation
pursuant
to
section
409A
of
the
Code of
the benefits
under
that
International NQDC
Arrangement, no
election, other
than
an
initial
deferral
election
that
satisfies
the
requirements
of
section
409A(a)(4)(B)
of
the
Code
and
the
related Treasury
regulations
(an
“Initial
Deferral
Election”), made by a Participant
with
regard to an International NQDC Arrangement
shall
be
considered
or
made
effective,
and
the
terms
of
the
International
NQDC
Arrangement as to time and form of payment in the event
of
no other election shall be
deemed to be the
effective
time and form of payment.
If such an Employee makes an
Initial
Deferral
Election,
the
time
and
form
of
payment
specified
in
the
Initial
Deferral Election shall be the effective time and form of
payment.
(c)
Notwithstanding
anything
in
Section 6(b)
to
the
contrary,
an Employee
who
is
a
taxpayer
subject
to
the
Code
and
who
is
a
Participant
in
an
International
NQDC
Arrangement
may
make
an
election
to
change
the
time
or
form
of
payment
of
the
Initial Deferral Election, but only if the following rules are satisfied:
i.
The election
to
change
the time
or form
of
payment
may not
take effect
until
at least twelve months after the date on which such election is made;
ii.
Payment under
such
election
may not
be made
earlier
than
at least
five years
from the date the
payment would have otherwise been made or commenced;
iii.
Such payment may commence as of the
beginning of any calendar quarter;
iv.
An
election
to
receive
payments
in
installments
shall
be
treated
as
a
single
payment for purposes of
these rules;
v.
The
election
may
not
result
in
an
impermissible
acceleration
of
payment
prohibited under section 409A of the Internal Revenue Code;
vi.
No more than one such election shall be permitted; and