1
CONOCOPHILLIPS
KEY EMPLOYEE SUPPLEMENTAL RETIREMENT PLAN
2020 AMENDMENT AND RESTATEMENT
The
ConocoPhillips Key Employee Supplemental Retirement Plan
(“KESRP”) is hereby
amended and
restated effective as
of January 1, 2020
(except where another
date is
specified herein with regard to a particular provision).
Immediately prior
to effectiveness of
this 2020 Amendment
and Restatement, KESRP
was and
remains subject to
the 2012 Restatement
of the Key
Employee Deferred
Compensation Plan of
ConocoPhillips, Title II, which was
effective as of. the "Effective
Time" defined in the
Employee Matters Agreement by and between
ConocoPhillips and
Phillips 66
(the "Effective Time")
and conditioned on
the occurrence of the
"Distribution" defined
in such Employee
Matters Agreement (the "Distribution"),
together with
the First Amendment
to ConocoPhillips Key
Employee Supplemental
Retirement Plan
(2012 Restatement), effective
September 1, 2015,
and the Second
Amendment to
ConocoPhillips Key Employee
Supplemental Retirement Plan (2012
Restatement), effective April 1, 2016.
Preamble
The
purpose of the
ConocoPhillips Key Employee
Supplemental Retirement Plan (the
"Plan") is
to attract and
retain key employees
by providing them
with supplemental
retirement
benefits. The Plan is sponsored and maintained
by ConocoPhillips Company.
excess benefit
plan within the
meaning of ERISA
Section 3(36) and
in part as
“a plan
which is
unfunded and is
maintained by an
employer primarily for
the purpose of
providing deferred
compensation for a
select group of
management or highly
compensated
employees” within the meaning of sections 201(2), 301(a)(3), and 401(a)(1)
of ERISA.
Notwithstanding any other
provision of this
Plan, this Plan
shall be
interpreted, operated, and administered in a manner consistent with these
intentions.
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PRE-AMERICAN JOBS
CREATION ACT OF 2004
GRANDFATHERED PROVISIONS
Benefits under
this Plan, formerly
called the Key
Employee Supplemental Retirement
Plan of
Phillips Petroleum Company
(the “Phillips Plan”),
that commenced prior to
January 1,
2005 (“AJCA-grandfathered benefits”),
shall be subject
exclusively to the
terms and
conditions of the
Phillips Plan in
effect on or
before October 3,
2004. No
change in
the ConocoPhillips Retirement
Plan adopted subsequent
to such date and
no
change in
the Phillips Plan
or in the
ConocoPhillips Key Employee Supplemental
Retirement Plan
adopted after such
date shall apply
to an AJCA-grandfathered
benefit.
Provided,
however, for purposes
of this paragraph,
benefits shall be
deemed to have
commenced prior
to January 1,
2005, and shall be
AJCA-grandfathered benefits if the
relevant corporate officer or committee
approved the Employee’s petition regarding time
and form
of payment before
January 1, 2005,
even if the
benefits commenced after
December
31, 2004. The “relevant corporate
officer or committee” means the person or
persons with the authority under the Phillips Plan to approve a petition regarding the time
and form of payment.
SECTION I. Definitions
Terms used in this Plan shall have the same meaning they have in the relevant
Title of the
ConocoPhillips Retirement Plan if they are not otherwise specifically defined
herein.
As used in this Plan:
(a)
"Beneficiary" shall
mean a person or
persons or the
trustee of a trust
for the
benefit of
a person designated
by a Participant to
receive, in the
event of death,
any unpaid
portion of a
Participant's Benefits from
this Plan, as
provided in
Section III.
(b)
"Benefit" shall mean an obligation of the Company to pay amounts from the Plan.
(c)
"Board" shall
mean the board of
directors of the
Company, as it
may be
comprised from time to time.
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(d)
"Code" shall mean the Internal
Revenue Code of 1986, as amended
from time to
time, or any successor statute.
(e)
"Committee" shall mean
the Nonqualified Plans Benefit Committee as appointed
from time
to time by the
Board; provided, however,
that until a
successor is
appointed by the
Board, the individual serving as the
Company’s Vice President
with
responsibility over human resources shall be sole member of the Committee.
(f)
"Company" shall mean ConocoPhillips
Company, a Delaware corporation, or any
successor corporation. The Company is a subsidiary of ConocoPhillips.
(g)
"ConocoPhillips" shall
mean ConocoPhillips, a
Delaware corporation, or any
successor corporation.
ConocoPhillips is a
publicly held corporation
and the
parent of the Company.
(h)
"Controlled Group" shall mean ConocoPhillips and its Subsidiaries.
(i)
"Employee" shall
mean a person who
is an active
participant or a terminated
vested participant in the Retirement Plan.
(j)
"ERISA" shall
mean the Employee
Retirement Income Security
Act of 1974, as
amended from time to time, or any successor statute.
(k)
“Final Average
Earnings” shall mean
“final average earnings”
as that term is
defined in Title I of the ConocoPhillips Retirement Plan.
(l)
"Incentive Compensation
Plan" shall mean
the Incentive Compensation
Plan of
Phillips Petroleum
Company, the Annual Incentive Compensation Plan of Phillips
Petroleum
Company, the Variable Cash Incentive Program of
ConocoPhillips, or
successor plans or
programs, or all, as the context may require.
(m)
"KEDCP" shall
mean the Key
Employee Deferred Compensation
Plan of
ConocoPhillips or a successor plan.
(n)
"MSBP" shall
mean the Burlington
Resources Inc. Management Supplemental
Benefits Plan (or any successor plan thereto).
(o)
"Participant" shall
mean an Employee
who is eligible to
receive a benefit from
this Plan,
whether as an
active participant who
is currently employed
by a
member of
the Controlled Group
or as a terminated
vested participant who was
previously employed by a member of the Controlled Group.
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(p)
"Participating Subsidiary"
shall mean a
Subsidiary that has
adopted one or more
plans making
Participants eligible for participation in this Plan.
(q)
"Plan" shall
mean the ConocoPhillips
Key Employee Supplemental Retirement
Plan, the
terms of which are
stated in and by
this document. The
Plan is
sponsored and maintained by the Company.
(r)
"Plan Administrator" shall mean the Committee.
(s)
"Plan-age 55" shall mean the
first of the calendar month after
an Employee’s age
55 or,
if earlier, the
date the applicable
title of the
Retirement Plan treats the
Employee as being age 55.
(t)
"Plan
Year"
shall mean January 1 through December 31.
(u)
"Restricted Stock"
shall mean shares
of Stock which have
certain restrictions
attached to
the ownership thereof.
It shall also
include restricted stock
units, if
applicable, being
units each of which
shall represent a
hypothetical share of
Stock, which
have certain restrictions
attached to the
ownership thereof or the
delivery of shares pursuant thereto.
(v)
"Retirement Plan"
shall mean the
ConocoPhillips Retirement Plan,
which is
qualified under Code Section 401(a).
(w)
"Salary" shall
mean the monthly
equivalent rate of
pay for an Employee
before
adjustments for any before-tax voluntary reductions.
(x)
"Schedule A
Employee" shall mean
an Employee whose
name appears in
Schedule A attached
to and made a part of this Plan.
(y)
"Schedule B
Employee" shall mean
an Employee whose
name appears in
Schedule B
attached to and made a part of this Plan.
(z)
"Schedule C
Employee" shall mean
an Employee whose
name appears in
Schedule C
attached to and made a part of this Plan.
(aa)
"Separation from Service"
shall mean the date on which
the Participant separates
from service
with the Controlled
Group within the
meaning of Code section
409A, whether
by reason of
death, disability, retirement,
or otherwise. In
determining
Separation from Service, with regard to
a bona fide leave of absence
that is due to any
medically determinable physical or mental impairment
that can
be expected to result in death
or can be expected to last for a continuous period of
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not less
than six months,
where such impairment
causes the Employee
to be
unable to
perform the duties
of his or her
position of employment
or any
substantially
similar position of employment, a 29-month
period of absence shall
be substituted
for the six-month
period set forth in
section 1.409A-1(h)(1)(i) of
the regulations
issued under section
409A of the Code,
as allowed thereunder.
For purposes of this Plan,
Separation from Service shall not include
a separation
caused by death.
(bb)
"Stock" means shares of common stock of ConocoPhillips, par value $.01.
(cc)
"Subsidiary"
shall mean any corporation or
other entity that is treated as
a single
employer with
ConocoPhillips under
section 414(b), (c), or
(m) of the Code.
In
applying section 1563(a)(1),
(2), and (3) of the Code
for purposes of determining
a controlled
group of corporations
under section 414(b)
of the Code and
for
purposes of determining
trades or businesses (whether or not
incorporated) under
common control
under regulation section
1.414(c)-2 for purposes
of section
414(c) of the Code, the
language “at least 80%” shall be used without substitution
as allowed under regulations pursuant to section 409A of the Code.
(dd)
"Title I"
shall mean Title I
of the ConocoPhillips
Retirement Plan (Phillips
Retirement Income Plan).
(ee)
"Title II" shall mean Title II of the ConocoPhillips Retirement Plan (Cash Balance
Account).
(ff)
"Title III"
shall mean Title
III of the
ConocoPhillips Retirement Plan (Tosco
Pension Plan).
(gg)
"Title IV" shall mean Title IV
of the ConocoPhillips Retirement Plan (Retirement
Plan of Conoco).
(hh)
"Total Final Average Earnings"
shall mean the sum of: (i) the average of the high
3 consecutive
Annual Earnings, (including
any increases under Section
II(b)(i)(bb), (ee), (ff) and (gg)
of this Plan, but excluding Incentive Compensation
Plan awards
and any increases
under Section II(b)(i)(aa),
(cc), and (dd) of
this
Plan), paid or deemed to
be paid in the Employee’s final eleven
calendar years of
employment with
the Company or a
Participating Subsidiary including the
calendar year
in which the
Employee’s last date
of employment with the
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Company or a Participating Subsidiary
occurs; plus (ii) the average of
the high 3
Incentive Compensation
Plan awards (including
any increases under Section
II(b)(i)(aa), (cc),
or (dd) of this
Plan, but excluding
any increases under Section
II(b)(i)(bb), (ee),
(ff) and (gg) of
this Plan) paid or
deemed to be paid
in the
Employee’s final
eleven calendar years
of employment with
the Company or a
Participating Subsidiary including the calendar
year in which the Employee’s last
date of
employment with the
Company or Participating
Subsidiary occurs.
Provided, however,
in determining Total
Final Average Earnings,
an Incentive
Compensation Plan
award (and any
increases under the
provisions of Section
II(b)(i) cited
above) shall be
taken into consideration
only if the
Employee to
whom such
award or increase
applies, was at the
time of the award
or increase,
classified in
a ConocoPhillips salary
grade 19 or above
job or any equivalent
salary grade of Phillips Petroleum Company.
(ii)
"Trustee" shall mean the
trustee of the grantor trust established
for this Plan by a
trust agreement
between the Company and the trustee, or any successor trustee.
SECTION
II. Plan Accrued Benefit.
(a)
An Employee
shall be entitled
to payments under
this Plan based
on an accrued
benefit
with the following components: (i) his
Title I-related accrued benefit, (ii)
his Title II-related
accrued Benefit, (iii)
his Title III-related
accrued benefit (but
only with
regard to an Employee who, on or after July 1, 2007, performed an hour
of service
under Title III),
and (iv) his Title
IV-related accrued benefit,
each as
defined below. An
Employee shall be entitled to payments under
this Plan to the
same extent he is
vested in his respective component under the Retirement Plan.
(b)
“Title I-related accrued benefit shall mean the sum of (i), (ii), and (iii) below:
(i)
The difference between
the Employee’s total accrued benefit under
Title I
and his
actual accrued benefit
under Title I.
For this purpose, an
Employee’s “total
accrued benefit under Title I”
is the accrued benefit he
would have
if his accrued benefit under Title I were
determined under the
terms of Title I but with the following modifications:
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(aa) Include
in Annual Earnings
an award under
the Incentive
Compensation Plan
which the employee
deferred under the terms
of the KEDCP. Include
such award in the calendar year
in which
the award would have been paid
to the Employee if it had not been
deferred.
(bb) Include in Annual Earnings salary that would have been
paid to the
Employee but
for the fact that
he voluntarily elected
to defer
receipt of
that salary under
the terms of
KEDCP. Include the
deferred salary
in Annual Earnings
in the calendar
year in which
the salary would
have been paid had it not been deferred.
(cc) Include in Annual
Earnings the initial value of a restricted stock or
restricted stock unit award under the Incentive Compensation Plan.
which the award was granted.
(dd) Include
in Annual Earnings
the value of
any special award
specified by the
Committee under the terms of the special award to
be included for Annual Earnings
purposes under Title I in the year
in which
any applicable restrictions
on the award lapse
or, if
deferred, in
the year in which
any applicable restrictions would
have lapsed absent an election to defer.
(ee)
Disregard the limitations
on compensation related to Code section
401(a)(17).
(ff)
Disregard the limitation on benefits related to Code section 415.
(gg)
If an
Employee is eligible
to receive benefits
under the
ConocoPhillips Executive
Severance Plan or
under the
ConocoPhillips
Key Employee Change in Control Severance Plan,
include in Annual Earnings an
amount determined by dividing the
Employee’s Salary by 4.3333
times the number of weeks or partial
weeks from
the date the
Employee’s employment ends
with the
Employer to the end
of that calendar year. Provided, however, this
subsection (gg)
shall be disregarded
to the extent the
benefit
8
created solely
by operation of
this subsection (gg)
is provided
under the terms of Title I.
(hh)
With regard to a Schedule B Employee,
determine service credited
for purposes of
benefit accrual as if time served while on a Canada
payroll were
time served on a
United States payroll; provided,
however, that, if benefit accrual is at
any time frozen under Title I,
no
further service shall be credited from
the time such freeze shall
become
effective.
(ii)
In the
case of an Employee
who terminated employment
on or
after February
8, 1993, the Title
I-related accrued benefit shall
include an
additional supplemental accrued
benefit calculated
under the
terms of Title I,
but disregarding the
limitation on
compensation that
is taken into
account, using as
final average
earnings the
difference, if any,
between the Total
Final Average
Earnings and the Final Average Earnings used in
Title I.
(ii)
The Title I-related accrued benefit
shall also include any benefit provided
under Section IV of this Plan.
(c)
“Title II-related
accrued benefit” shall
mean the difference
between the
Employee’s total
accrued benefit under
Title II and his
actual accrued benefit
under
Title II. For this purpose, an
Employee’s “total accrued benefit under Title
II” is the accrued benefit he
would have if his accrued benefit under Title II were
determined under the terms of Title II but with the following modifications:
(i)
Include in
Annual Earnings an
award under the
Incentive Compensation
Plan which
the Employee deferred
under the terms of
the KEDCP.
Include such
award in the
calendar month and
year in which the
award
would have been paid to the Employee if it had not been deferred.
(ii)
Include in
Annual Earnings salary
that would have
been paid to the
employee but for the fact that he voluntarily elected to defer receipt of that
salary under the terms of
KEDCP. Include the deferred
salary in Annual
Earnings in
the calendar month
and year in which
the salary would have
been paid had it not been deferred.
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(iii)
Include in
Annual Earnings the
initial value of a
restricted stock or
restricted stock
unit award under
the Incentive Compensation
Plan.
Include that value
in Annual Earnings in the calendar
month and year in
which the award was
granted.
(iv)
Include in Annual Earnings the value of any special award specified by the
Committee under the terms of the special
award to be included for Annual
Earnings purposes
under Title II in
the year in which
any applicable
restrictions on
the award lapse
or, if deferred,
in the year in
which any
applicable restrictions would have lapsed absent an election to defer.
(v)
Disregard the
limitation on compensation
related to Code section
401(a)(17).
(vi)
Disregard the limitation on benefits related to Code section 415.
(d)
“Title III-related
accrued benefit” shall
mean the difference
between the
Employee’s total
accrued benefit under
Title III and his
actual accrued benefit
under
Title III. For this purpose, an Employee’s “total accrued benefit under Title
III” is the benefit he
would have if his accrued benefit were determined under the
provisions of Title III but with the following modifications:
(i)
Include in
Compensation salary that
would have been
paid to the
Employee but
for the fact that
he voluntarily elected
to defer receipt of
that salary
under the terms of
KEDCP or a similar
predecessor program
but only
if such salary is
not included in
Compensation for purposes of
calculating the
Title III accrued
benefit due to the
election to defer. If
applicable, include
the deferred salary
in the calendar
month and year in
which the salary would have been paid had it not been deferred.
(ii)
Disregard the
limitation on compensation
related to Code section
401(a)(17).
(iii)
Disregard the limitation on benefits related to Code section 415.
(e)
“Title IV-related
accrued benefit” shall
mean the difference
between the
Employee’s total
accrued benefit under
Title IV and his
actual accrued benefit
under
Title IV. For this purpose, an Employee’s “total accrued benefit under Title
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IV” is the benefit he would have
if his accrued benefit were determined under the
provisions of Title IV but with the following modifications:
(i)
Include in
Compensation salary that
would have been
paid to the
Employee but
for the fact that
he voluntarily elected
to defer receipt of
that salary
under the terms of
KEDCP or a similar
predecessor program
but only
if such salary is
not included in
Compensation for purposes of
calculating the
Title IV accrued
benefit due to the
election to defer. If
applicable, include
the deferred salary
in the calendar
month and year in
which the salary would have been paid had it not been deferred.
(ii)
Include in
Compensation any Incentive
Compensation Plan award that
would have been paid to
the Employee but for the fact
that he voluntarily
elected to
defer receipt of
that award under
the terms of KEDCP
or a
similar predecessor
program but only if
such award is not
included in
Compensation for purposes
of calculating the Title IV accrued benefit due
to the
election to defer.
If applicable, include
the deferred award
in the
calendar month and
year in which the award would
have been paid had it
not been
deferred.
(iii)
Include
in Compensation the
value of any
special award specified by the
Committee under
the terms of the
special award to
be included for
compensation purposes under
Title IV in the
calendar month and
year in
which any applicable
restrictions on the award lapse or, if
deferred, in the
calendar month and
year in which any applicable restrictions
would have
lapsed absent an election to defer.
(iv)
Disregard the
limitation on compensation
related to Code section
401(a)(17).
(v)
Disregard the limitation on benefits related to Code section 415.
(vi)
With regard
to a Schedule B
Employee, determine service
credited for
purposes of
benefit accrual as
if time served
while on a Canada
payroll
were time
served on a United
States payroll; provided,
however, that, if
benefit accrual
is at any time frozen under Title IV, no further service shall
be credited from the time such
freeze shall become effective.
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(f)
accrued benefit,
the Title II-related
accrued benefit, the
Title III-related accrued
benefit, and
the Title IV-related
accrued benefit) shall
be expressed as a straight
life annuity
starting at the
age that is the
normal retirement age
under the
applicable title of the Retirement Plan in accordance with the following rules:
(i)
If the annuity starting date for the
relevant Retirement Plan benefit occurs
on or before the required commencement
date under this Plan,
the Title
I-
related accrued
benefit, the Title
II-related accrued benefit,
the Title
III-
related accrued
benefit, or the
Title IV-related accrued
benefit, as is
applicable, shall
first be calculated
as of the
Retirement Plan annuity
starting
date related to that component benefit and then shall
be converted
actuarially to
a straight life
annuity payable at
age 65 applying actuarial
assumptions that
are consistent with
the relevant Title
of the Retirement
Plan. The component accrued
benefit so calculated shall not be increased
or decreased based on subsequent events.
(ii)
If the annuity starting date for the relevant Retirement
Plan benefit has not
occurred on
or before the
required commencement date
under this Plan,
the
Title I-related accrued benefit,
the Title II-related accrued benefit, the
Title III-related accrued benefit,
or the Title IV-related accrued
benefit, as
is applicable, shall be
calculated as if the relevant Retirement Plan benefit
had an annuity starting date and a
form of payment that is the same
as the
required
commencement date and
form of payment under
this Plan. The
resulting component
benefit shall then
be converted actuarially
to an
equivalent straight
life annuity starting
at age 65, and
the component
accrued benefit so calculated shall be the component accrued benefit under
this Plan
and shall not be
increased or decreased
based on subsequent
events.
(g)
The component
accrued benefit described
in subsection (f)
above shall be
converted to
the actual benefit
paid under this
Plan applying the methodology
specified in the applicable title of the Retirement Plan. For this purpose, the terms
of the applicable title of
the Retirement Plan are those in
effect as of the annuity
12
starting date used in this
Plan. If the applicable title of
the Retirement Plan does
not provide
a methodology, a reasonable methodology, as determined
by the Plan
Administrator, shall be used.
SECTION
III. DEATH BENEFIT
(a) If a Schedule A Employee chooses a 50% joint and survivor annuity and dies after
the annuity starting date of
that benefit, the spouse beneficiary will
be entitled to
payments under
this Plan that are
50% of the
payments due the
Schedule A
Employee under this Plan during his lifetime.
(b) If
an Employee who is
not a Schedule A
Employee dies prior
to the date his
accrued benefit
under this Plan
would otherwise commence,
this Plan shall
provide a
death benefit if
the applicable title
of the Retirement
Plan provides a
death
benefit under that circumstance. Any death
benefit under this Plan shall be
paid in a lump sum on the first day of
the first calendar month after death. If there
is a delay in payment of the lump
sum, regardless of the reason, the Plan shall not
make an adjustment to reflect
the time
value of money. In
the case
of a Title
I-
related accrued
benefit for an
Employee who terminated
employment before
September 1,
2004, the death benefit, if any, shall be
converted to a present value
and
paid to the surviving spouse. Except
as described in the preceding sentence,
the death
benefit shall be
the present value
of the Employee’s
entire accrued
benefit under this Plan payable in accordance with the following rules:
(i) The
present value shall
be paid to the
Employee’s named primary
Beneficiary or
Beneficiaries or, if
applicable, to the
Employee’s named
contingent
Beneficiary or Beneficiaries if the Beneficiary
or Beneficiaries
were named in a manner acceptable to the Plan Administrator.
(ii) If
the Employee had
not, prior to his
death, named any
Beneficiary in a
manner acceptable
to the Plan
Administrator, the present
value shall be
paid to the
Employee’s estate.
(iii) The
present value shall
be paid in a
lump sum and shall
be calculated
using the
first of the month
after death as the
annuity starting date and
13
applying the
rules described in
Section II(f) and
(g) of this Plan
for
determining the amount to be paid.
(iv) If
a beneficiary makes
a “qualified disclaimer”
as that term is
defined in
section 2518
of the Code, and
the Plan Administrator
receives a copy of
the disclaimer
within 9 months
after the employee’s
death and before
payment of the
death benefit under this Plan, at the place designated by the
Plan Administrator,
the Plan will be
administered as if
the disclaiming
beneficiary had died before the Employee.
SECTION
IV. Special Provisions for Certain Heritage Employees
(a) Special
Provision for Former
ARCO Alaska Employees.
Notwithstanding any
provisions to
the contrary, in
order to comply
with the terms of
the Board
approved Master
Purchase and Sale Agreement (“Sale Agreement”) by which the
Company acquired
certain Alaskan assets
of Atlantic Richfield
Company, Inc.
(“ARCO”), the following supplemental payments will be made:
(i) The
payments which would
have been received
under Article XXIV –
ARCO Flight
Crew of Title I
of the Retirement Plan
for those who were
classified as
an Aviation Manager,
Chief Pilot, Assistant
Chief Pilot,
Captain or
Reserve Captain as
of July 31, 2000
if they had been
eligible
for those benefits
under Title I of the
Retirement Plan, except that if they
receive a
limited social security
makeup benefit from
Title I of the
Retirement Plan it will be offset from the benefit payable from the Plan.
(ii) A
final ARCO Supplemental
Executive Retirement Plan
(SERP) benefit
will be
calculated at the
earlier of the
time an Employee
who had an
ARCO SERP
benefit terminates employment
or, 2 years
following the
ARCO/BP Amoco
p.l.c. merger, April 17,
2002 (“calculation date”). The
SERP benefit attributable to service through July 31, 2000 shall be paid by
BP Amoco p.l.c. and the
difference shall be paid by this
Plan. The SERP
calculation will be
done as if the Employee had continued to participate in
the Atlantic
Richfield Retirement Plan
and SERP up to
the calculation
date. The ARCO Annual Incentive Plan (AIP) amount used will be:
14
(A) If
the Employee terminates
employment involuntarily prior to
April 17,
2002, the highest
of the actual AIP
in the last 3
years
including the
AIP target payment
amount for years
after 1999 or
the payment
received under Phillips
Annual Incentive
Compensation Plan.
(B) If the Employee
terminates employment voluntarily prior to April
17, 2002,
or if the
calculation is made
as of April 17,
2002, then
the AIP will include the highest 3 year average
using the highest of
the actual
AIP, the AIP
target payment amount
for years after
1999, or
the payment received
under Phillips Annual Incentive
Compensation Plan.
Any benefit paid
by this Plan under
this
Section IV(b)(ii)
and the SERP
benefit paid by BP
Amoco p.l.c.
shall offset the benefit payable from this Plan.
(b) Special Provision for
Select Heritage Burlington Resources Employees in
Canada.
With regard to the employees listed on Schedule C, the following shall apply:
(i)
The Schedule C Employee will become a Participant in the Plan, solely for
the purpose
of providing a
further benefit (the
“Additional Benefit”),
calculated in
accordance with the
provisions of this
subsection IV(b).
Payment
of the Additional Benefit shall be
made at the same time and in
the same
form as the
benefits paid, or
payable, under the
MSBP with
regard to Non-Grandfathered Benefits, as that term is used in the MSBP.
(ii)
Additional Benefit shall mean the
difference between the Putative MSBP
Benefit and the Offsetting Benefits, both as described below. The Putative
MSBP Benefit
shall mean the
difference between the
Schedule C
Employee’s total
accrued benefit under
Title VI of the
CPRP and his
actual accrued
benefit under Title
VI. For this
purpose, a Schedule C
Employee’s “total
accrued benefit under
Title VI” is
the accrued benefit
he would have
if his accrued benefit under Title VI were determined under
the terms of Title VI but with the
following modifications:
15
(A) Include
in Annual Earnings
any compensation included
under the
MSBP, including
it in the calendar
year to which it
would have
been credited under the MSBP.
(B) Disregard the limitations
on compensation related to Code section
401(a)(17).
(C) Disregard the limitation on benefits related to Code section 415.
(D) Determine
service credited for
purposes of benefit
accrual by
taking into
account any service
granted to the
Schedule C
Employee and
any benefit formula
adjustments required by an
employment contract
with the Employer;
provided, further, that
with
regard to a Schedule C Employee,
determine service credited
for purposes of
benefit accrual as if time served while on a Canada
payroll were
time served on a
United States payroll; provided,
however, that,
if benefit accrual
is at any time
frozen under Title
VI, no
further service shall
be credited from the
time such freeze
shall become
effective.
paragraphs (f)
and (g) of Section
II of the Plan
shall apply;
provided, that, such
paragraph (f) shall be construed as
if the Title
VI related
benefit described in
this paragraph were
among the
CPRP Titles listed in such paragraph (f).
(iii)
The Offsetting Benefits shall mean
any benefit, other than the Additional
Benefit, provided
to the Schedule C
Employee under a
defined benefit
plan of
ConocoPhillips, including but
not limited to the
ConocoPhillips
Retirement Plan
(and any successor
plan), the ConocoPhillips Key
Employee Supplemental
Retirement Plan (and
any successor plan), and
the Burlington
Resources Inc. Management
Supplemental Benefits Plan
(and
any successor plan); provided, however, that
a benefit plan shall not
be considered
unless it is
subject to the
Employee Retirement Income
Security Act of 1974, as amended (ERISA) and is
a “defined benefit plan”
(as defined in section 3(35)
of ERISA), including any such plan regardless
16
of whether it might also be considered
an “excess benefit plan” as defined
in section 3(36) of ERISA.
Nothing in
this subsection IV(b)
is intended to
affect the other
operations or
provisions of the
Plan. If the Schedule C Employee is, under the provisions of the
Plan,
otherwise eligible to participate in the
Plan, the Schedule C Employee will
do so in accordance with those provisions.
SECTION
V. Payment of Benefits.
(a)
Schedule A Employees
(i) With
respect to a
Schedule A Employee,
the accrued benefit
under this
Plan shall be
paid as a straight life annuity
for the life of the Schedule A
Employee commencing
in December, 2005,
or if later, six
months after
Separation from
Service. The annuity
starting date for
calculating the
Title I-related and
Title IV-related component annuity shall be the annuity
starting date
used in determining
the Schedule A
Employee’s Title I or
Title IV
benefit, as applicable,
and the Plan shall pay
interest at a rate of
3%
per annum on each delayed payment
from the annuity starting date to
December
1, 2005. The annuity
starting date for calculating
the Title
II-
related component
annuity shall be
December 1, 2005,
or, if later six
months after Separation from Service.
(ii) Provided,
however, notwithstanding subsection
(a)(i), a Schedule A
Employee has the following choice or choices:
(aa) A
Schedule A Employee
who is married
may, on or before
December 1,
2005, elect, in
writing, to receive
a 50% joint and
survivor annuity
with the spouse as
survivor commencing in
December,
2005, with the rules regarding the
annuity starting date
and the
payment of interest
being as described
in subsection (i)
above; or
(bb) Any
Schedule A Employee
may elect on or
before December 1,
2005,
to cancel, in writing, participation
in this Plan in which case
the Schedule
A Employee shall
receive the present
value of his
17
entire accrued
benefit under this
Plan on or before
December 31,
2005, and
shall thereafter have
no rights or
benefits under this
Plan. Provided, however, if a Schedule
A Employee is rehired and
becomes
employed by the Employer after 2005,
he may thereafter
accrue a
new benefit under
this Plan unrelated
to the cancelled
benefit.
(aaa) For
a Title I-related
accrued benefit and
a Title IV-related
accrued benefit,
the present value
will be determined
applying the
rules regarding the
annuity starting date and
the payment of interest as described in subsection (a)(i).
(bbb) For a Title II-related accrued benefit, the present value shall
be based on the value
of the Schedule A Employee’s Title
II-related cash balance account as of December 1, 2005.
(ccc) If
a Schedule A
Employee dies after
electing to cancel
participation
but before payment is made, the payment shall
be made to his estate on or before December 31, 2005.
(iii) If
a Schedule A
Employee is rehired
after 2005 and
thereafter accrues a
benefit in
this Plan, he
shall not be
considered a Schedule
A Employee
with respect to such post-2005 accrued benefit.
(b)
Employees other than Schedule A
Employees -- With respect to Employees who
are not Schedule A Employees, the benefit under this Plan, shall be calculated and
paid as follows:
(i) Commencement -- Unless
the accrued benefit has been or
will be paid on
account of the
Employee’s death as described in Section III(b), the present
value of
the Employee’s accrued
benefit shall be
paid in a lump
sum on
the later
of: the Employee’s
Plan-age 55 or the
first day of the
seventh
calendar month
after the Employee’s
Separation from Service;
but in no
event earlier than
November 1, 2006.
(ii) Annuity Starting Date for calculating the present value:
(aa) If the applicable commencement
date for a Title I-related or a Title
IV-related accrued
benefit is the
first day of the
seventh calendar
18
month after Separation from Service, the annuity starting
date used
in calculating
the present value
shall be the
later of: the
Employee’s
Plan-age 55 or the first day of the first calendar month
after the
Employee’s Separation from
Service; and the
Plan shall
pay interest
from the annuity
starting date to
the commencement
date at
the 6 month
T-Bill rate (as
determined by the Plan
Administrator) in
effect on the
annuity starting date.
If the
applicable commencement
date for a
Title-II-related accrued
benefit is
the first day
of the seventh
calendar month after
Separation
from Service, the annuity starting date shall be the same
as the commencement date.
(bb) Except as provided
in the second sentence of this
subsection (bb),
if the
applicable commencement date
is the Employee’s Plan-age
55 or
November 1, 2006,
the annuity starting
date used in
calculating the
present value shall
be the same as
the
commencement date.
Provided, however, in
the case of an
Employee whose
Separation from Service
is in 2006 and
whose
commencement date
under this Plan is
November 1, 2006, the
annuity starting date used in
calculating the present value shall be
the later of: the
Employee’s Plan-age 55 or the first day of the first
calendar month after the
Employee’s Separation from Service; and
the Plan shall pay simple
interest from the annuity starting date to
November 1,
2006, at the 6
month T-Bill rate
(as determined by
the Plan
Administrator) in effect on the annuity starting date.
(iii) Except
as specifically provided
in subsections (b)(ii)(aa)
and (bb), the
Plan
shall not make an adjustment of
the benefit to reflect the time value
of money if there is delay in paying the benefit for any reason.
SECTION
VI. Method of Providing Benefits.
(a)
Nonsegregation. Amounts
deferred pursuant to
this Plan and the
crediting of
amounts to
a Participant’s Deferred
Compensation Accounts shall
represent the
19
Company’s unfunded
and unsecured promise
to pay compensation
in the future.
With respect
to said amounts, the
relationship of
the Company and a
Participant
shall be that
of debtor and general
unsecured creditor. While the Company may
make investments for the purpose
of measuring and meeting its obligations under
this Plan such investments shall remain
the sole property of the Company subject
to claims of its creditors generally, and shall not be deemed to form or be included
in any part of the Deferred Compensation Accounts.
(b)
Funding. It is the
intention of the Company
that this Plan shall
be unfunded for
federal tax purposes
and for purposes of Title I
of ERISA. All amounts payable
under
this Plan shall be
paid solely from the
general
assets of the Company
and
any rights accruing to a Participant or Beneficiary under this Plan shall be those of
a general
creditor; provided, however,
that the Company
may establish one or
more grantor
trusts to satisfy
part or all of
the Company's Plan payment
obligations so long as this Plan remains unfunded for purposes
of sections 201(2),
301(a)(3), and 401(a)(1) of ERISA.
(c)
Effect of
Taxation. If a
portion of a
Participant’s Benefits under
the Plan is
includible in
income under Code
section 409A, such
portion shall be distributed
immediately to the
Participant.
(d)
Acceleration of Payment of Benefits. Notwithstanding any other provision of this
Plan to the contrary, except
as provided in Section XI(g)
and below, in no event
shall this Plan permit the
acceleration of the time or schedule
of any payment or
distribution under this Plan,
except that the Plan
Administrator may accelerate a
payment or distribution under this Plan to comply with a certificate of divestiture,
as provided in
section 1.409A-3(j)(4)(iii) of the
Treasury regulations. Moreover,
if
a portion
of a Participant's Benefit
(and earnings, gains,
and losses thereon) is
includible in
income under Code
section 409A, then
such portion shall be
distributed immediately
to the Participant
in accordance with
section 1.409A-
3(j)(4)(vii) of the Treasury regulations.
SECTION
VII. Nonassignability.
20
The interest
of a Participant
or his Beneficiary
or Beneficiaries hereunder
may not be
sold, transferred,
assigned, or encumbered
in any manner,
either voluntarily or
involuntarily, and
any attempt so to
anticipate, alienate, sell,
transfer, assign, pledge,
encumber, or charge the same shall be
null and void; neither shall the Benefits hereunder
be liable
for or subject to
the debts, contracts,
liabilities, engagements, or
torts of any
person to
whom such Benefits
or funds are
payable, nor shall
they be an asset
in
bankruptcy or subject to garnishment, attachment, or other legal or equitable proceedings.
SECTION
VIII. Administration.
(a)
The Plan
shall be administered
by the Plan
Administrator. The Plan
Administrator may delegate
to employees of the Company or
any member of the
Controlled Group
the authority to
execute and deliver
such instruments and
documents, to
do all such acts
and things, and to
take such other steps
deemed
necessary, advisable,
or convenient for the effective administration
of the Plan in
accordance with
its terms and
purpose, except that
the Plan Administrator may
not delegate
any discretionary authority
with respect to
substantive decisions or
functions regarding the Plan or
Benefits under the Plan. The
Plan Administrator
may designate a
third party to provide services that
may include record keeping,
Participant accounting, Participant communication, payment of installments to the
Participant, tax
reporting, and any
other services specified
in an agreement with
such third party. The
Plan Administrator may adopt such rules,
regulations, and
forms as
deemed desirable for
administration of the
Plan and shall
have the
discretionary authority
to allocate responsibilities
under the Plan to
such other
persons as
may be designated.
The Plan Administrator
shall have absolute
discretion in
carrying out its
responsibilities, and all
interpretations, findings of
fact and
resolutions described herein
which are made by
the Plan Administrator
shall be
binding, final and conclusive on all parties.
and without compensation for services
under this Plan. All expenses of
the Plan
Administrator and his or her delegates for services under this Plan shall be paid by
the Company.
None of the Plan
Administrator or his
or her delegates
shall be
21
liable for
any act or
omission on his or
her own part
excepting his or
her own
willful misconduct.
Without limiting the
generality of the
foregoing, any such
decision or
action taken by
the Plan Administrator
or his or her
delegates in
reliance upon
any information supplied
by an officer of
the Company, the
Company's legal
counsel, or the
Company's independent accountants in
connection with
the administration of
this Plan shall be
deemed to have been
taken in good faith.
(b) Any
claim for benefits
hereunder shall be
presented in writing
to the Plan
Administrator for
consideration, grant or
denial. In the
event that a claim
is
denied in whole or in
part by the Plan Administrator, the
claimant, within ninety
days of
receipt of said
claim by the Plan
Administrator, shall receive written
notice of denial. Such notice shall contain:
(1) a statement of the specific reason or reasons for the denial;
(2) specific
references to the
pertinent provisions hereunder
on which such
denial is based;
(3) a description of any additional material or information necessary to perfect
the claim
and an explanation
of why such
material or information is
necessary; and
(4) an
explanation of the
following claims review
procedure set forth in
paragraph (c) below.
(c) Any
claimant who feels
that a claim has
been improperly denied
in whole or in
part by
the Plan Administrator
may request a
review of the
denial by making
written
application to the Trustee. The claimant shall
have the right to review all
pertinent documents relating to said
claim and to submit issues and
comments in
writing to
the Trustee. Any
person filing an
appeal from the
denial of a claim
must do
so in writing
within sixty days
after receipt of
written notice of
denial.
The
Trustee shall render
a decision regarding
the claim within
sixty days after
receipt
of a request for review, unless
special circumstances require an extension
of time
for processing, in
which case a
decision shall be
rendered within a
reasonable
time, but not later than 120 days after receipt of the request for review.
22
claim in whole or in part, shall set
forth the same information as is required
in an
initial notice of denial by the
Plan Administrator, other than an explanation of this
claims review
procedure. The Trustee
shall have
absolute discretion in carrying
out its responsibilities to make its decision of an
appeal, including the authority to
interpret and construe the terms hereunder, and all
interpretations, findings of fact,
and the decision of the
Trustee regarding the appeal shall be final, conclusive and
binding on all parties.
(d) Compliance
with the procedures
described in paragraphs
(b) and (c) shall
be a
condition precedent to the filing of
any action to obtain any benefit or enforce any
right which any individual may
claim hereunder. Notwithstanding anything to the
contrary in
this Plan, these
paragraphs (b), (c)
and (d) may not
be amended
without the
written consent of
a seventy-five percent
(75%) majority of
Participants and
Beneficiaries and such
paragraphs shall survive
the termination
of this Plan until all benefits accrued hereunder have been paid.
(e)
Any payment to a Participant or Beneficiary, all in accordance with the provisions
of this
Plan, shall to the
extent thereof be
in full satisfaction
of all claims
hereunder against
the Plan Administrator,
the Company and
all Participating
Subsidiaries, any
of which may
require such Participant
or Beneficiary as a
condition to such payment to
execute a receipt and release
therefor in such form
as shall
be determined by the Plan Administrator, the Company
or a Participating
Subsidiary. If
a receipt and release is required
and the Participant or Beneficiary
(as applicable)
does not provide
such receipt and
release in a
timely enough
manner to
permit a timely
distribution in accordance
with the general
timing of
distribution provisions
in this Plan, the
payment of any
affected distribution(s)
shall be forfeited.
(f)
Benefits under this Plan will
be paid only if the Plan
Administrator decides in its
discretion that
a Participant or
Beneficiary is entitled
to the Benefits.
Notwithstanding the
foregoing or any
provision of this
Plan, a Participant (or
other claimant) must exhaust all
administrative remedies set forth
in this Section
VIII or
otherwise established by
the Plan Administrator
before bringing any
action at
law or equity.
Any claim based
on a denial
of a claim under
this Plan
23
must be brought no later than the
date which is two (2) years after the
date of the
final denial of a claim under this Section
VIII. Any claim not brought within such
time shall be waived and forever barred.
SECTION
IX. Rights of Employees and Participants.
Nothing contained
in the Plan (or
in any other
documents related to
this Plan or to
any
Benefit under
the Plan) shall
confer upon any
Employee or Participant
any right to
continue in the
employ or other service of the Company or any member of the Controlled
Group or
constitute any contract
or limit in any
way the right of
the Company or any
member of the Controlled Group
to change such person's compensation or
other benefits
or position or to terminate the employment of such person with or without cause.
SECTION
X. Amendment and Termination.
The Board
reserves the right to amend this Plan from
time to time, to terminate this Plan
entirely at
any time, and to
delegate such authority
as the Board deems
necessary or
desirable; provided,
however, that no
amendment may affect
the balance in a
Participant’s account on the
effective date of the
amendment; and, further provided, the
Company shall remain liable for
any Benefits accrued under this Plan prior to the
date of
amendment or termination.
SECTION
XI. Miscellaneous Provisions.
(a)
Except as
otherwise provided herein,
the Plan shall
be binding upon the
Company, its successors and assigns,
including but not limited to any corporation
which may acquire all or substantially all of the
Company's assets and business or
with or into which the Company may be consolidated or
merged.
(b)
The Plan
shall be construed,
regulated, and administered
in accordance with the
laws of the State of Texas except to the extent that said laws have been preempted
by the
laws of the United
States. The forum
and venue for any
suit brought
regarding any claim under this Plan shall be in Harris County, Texas.
24
(c)
If any
provision of this
Plan shall be held
illegal or invalid
for any reason, said
illegality or
invalidity shall not
affect the remaining
provisions hereof; instead,
each provision
shall be fully
severable, and this
Plan shall be
construed and
enforced as if said illegal or invalid provision had never been included
herein.
(d)
For purposes
of this Plan,
electronic communications and
signatures shall be
considered to
be in writing if made in conformity with procedures
which the Plan
Administrator may adopt from time to time.
(e)
The Plan
Administrator, in its
sole discretion, may
direct that a
payment to be
made to
an incompetent or
disabled person, whether
because of minority or
mental or
physical disability, instead
be made to the
guardian or legal
representative of
such person or to
the person having
custody of such person
(unless prior claim therefor shall
have been made by a duly
qualified guardian or
other legal
representative), without further
liability either on
the part of the
Company or
a Participating Subsidiary
or the Plan for
the amount of such
payment to
the person on
whose benefit such
payment is made.
Any payment
made in
accordance with the
provisions of this
provision shall be
a complete
discharge of
any liability of
the Company, its
Subsidiaries, and this
Plan with
respect to the Benefits so paid.
(f)
Payment of
Plan Benefits may
be subject to
administrative or other
delays that
result in
payment to the
Participant or his
beneficiaries on a
date later than the
date specified
in this Plan or
the Participant's Election
Form. Any such payment
delays will
comply with Code
section 409A of
the Code, including without
limitation section
1.409A-2(b)(7) of the
Treasury regulations. No
Participant or
Beneficiary shall
be entitled to any
additional earnings or
interest in respect of
any such payment delays, nor shall any Participant or Beneficiary be provided any
election with respect to the timing of any delayed payment.
(g)
If all
or any part of
any Participant's or
Beneficiary's Benefits hereunder shall
become subject to any estate, inheritance, income, employment or other tax which
the Company
shall be required
to pay or
withhold, the Company
shall have the
full
power and authority to withhold and
pay such tax out of any
monies or other
property held
for the account of
the Participant or
Beneficiary whose interests
25
hereunder are
so affected (including,
without limitation, by
reducing and
offsetting
the Participant's or Beneficiary's account balance).
Prior to making any
payment, the
Company may require
such releases or
other documents from any
lawful taxing authority as it shall deem necessary or desirable.
(h)
No amount
accrued or payable
hereunder shall be
deemed to be a
portion of an
Employee's compensation
or earnings for
the purpose of any
other employee
benefit plan
adopted or maintained
by the Company,
nor shall this Plan
be
deemed to amend or modify the provisions of the Retirement Plan.
(i)
This Plan
is intended to
meet the requirements
of Code section
409А, as
applicable, in
order to avoid any
adverse tax consequences
resulting from any
failure to
comply with Code
section 409А and,
as a result, this
Plan shall be
operated in
a manner consistent
with such compliance.
Except to the extent
expressly set forth in this Plan, the Participant (and/or the
Participant's Beneficiary,
as
applicable) shall have no right to
dictate the taxable year in which
any payment
hereunder that is subject to Code section 409А should be paid.
(j)
At the Effective Time, certain active
employees of Phillips 66 and members of its
controlled group
ceased to participate
in the Plan, and
the liabilities, including
liabilities related to benefits grandfathered from
Code section 409A
(
i.e.
, amounts
deferred and
vested prior to
January 1, 2005),
for these participant's benefits
under the Plan were transferred to the members of the Phillips 66 controlled group
and continued
as the Phillips 66
Key Employee Supplemental
Retirement Plan.
ConocoPhillips distributed
its interest in
Phillips 66 to its
shareholders as of the
Distribution. Notwithstanding
Section X, on and
after the Effective
Time, the
Company, ConocoPhillips,
other members of
the Controlled Group (as
determined after the
Distribution), the Plan, any
directors, officers, or employees
of any
member of the
Controlled Group (as
determined after the Distribution),
and any
successors thereto, shall
have no further
obligation or liability
to, or on
behalf of,
any such participant
with respect to
any benefit, amount,
or right
transferred to
or due under
the Phillips 66
Key Employee Supplemental
Retirement Plan.
26
SECTION XI. Effective Date of the Restated Plan.
The ConocoPhillips
Key Employee Supplemental
Retirement Plan is
hereby amended
and restated as set forth
in this 2020 Amendment and Restatement effective as of January
1, 2020 and conditioned on the occurrence of the
Distribution.
Executed this ____ day of December 2019, by a duly
authorized officer of the Company.
Heather G. Sirdashney
Vice President, Human Resources
KESRP 2020
Restatement 12-19-2019
27
APPENDIX A
SELECT NEW HIRES
TO
CONOCOPHILLIPS KEY EMPLOYEE
SUPPLEMENTAL RETIREMENT
PLAN
For Select New Hires, as set forth in resolutions adopted from time to time
by the Human
Resources and
Compensation Committee of the Board of Directors of ConocoPhillips, or
its successor, the following provisions apply:
1. The
Select New Hire
will, effective on
the first day of
employment with the
Controlled Group,
become a Participant
in the ConocoPhillips
Key Employee
Supplemental Retirement
Plan. In addition to
the benefits provided
under the Plan, the
Select New Hire will be eligible for a further benefit (the "Further Benefit"),
calculated in
accordance with the provisions of this Appendix.
2. Further Benefit shall mean the
difference between the Putative Title I Benefit and
the Offsetting
Benefits, both as
described below. In
determining the Further Benefit,
paragraphs (f) and (g) of the Plan shall
apply.
3. The Putative Title I Benefit
shall mean the sum of (i), (ii), and (iii)
below:
(i.) The
difference between the Select New Hire's
total accrued benefit under
Title I
and his actual
accrued benefit under
Title I. For this
purpose, a
Select New
Hire's total accrued benefit under Title I is
the accrued benefit
he would have
if his accrued benefit
under Title I were determined under
the terms of Title I but with the following modifications:
(aa) Include
in Annual Earnings
an award under
the Incentive
Compensation
Plan which the Select New Hire
deferred under the
terms of
KEDCP. Include such award in the calendar year in which
the award
would have been
paid to the Select
New Hire if it
had
not been
deferred.
(bb) Include in Annual
Earnings salary that would have been paid to the
Select New Hire but
for the fact that he voluntarily elected to defer
receipt of
that salary under
the terms of
KEDCP. Include the
28
deferred salary
in Annual Earnings
in the calendar
year in which
the salary would
have been paid had it not been deferred.
(cc) Include in Annual
Earnings the initial value of a restricted stock or
restricted stock unit award under the Incentive Compensation Plan.
Include that
value in Annual
Earnings in the
calendar year in
which the award
was granted.
(dd) Include
in Annual Earnings
the value of
any special award
specified by
the Committee under the terms of the special award to
be included for Annual Earnings
purposes under Title I in the year
in which
any applicable restrictions
on the award lapse
or, if
deferred, in
the year in which
any applicable restrictions would
have lapsed absent an election to defer.
(ee) Disregard the limitations
on compensation related to Code section
401(a)(17).
(ff) Disregard the limitation on benefits related to Code section 415.
(gg) If
the Select New
Hire is eligible
to receive benefits
under the
ConocoPhillips Executive
Severance Plan or
under the
ConocoPhillips
Key Employee Change in Control Severance Plan,
include in Annual Earnings an
amount determined by dividing the
Select New Hire's Salary by
4.3333 times the number of weeks or
partial weeks
from the date the
Select New Hire's employment
ends with the Employer to the
end of that calendar year. Provided,
however, this subsection (gg) shall be
disregarded to the extent the
benefit created
solely by operation
of this subsection
(gg) is
provided under the terms of Title 1.
(hh) Determine service credited for
purposes of benefit accrual as if the
Select New
Hire had originally
been employed by
the Controlled
Group on
the date that the
Select New Hire
began employment
with the company
with which the Select New Hire
was employed
immediately prior to becoming employed by the Controlled Group.
29
(ii.) In the case
of a Select New Hire who
terminated employment on or after
February 8,
1993, the Title
I-related accrued benefit
shall include an
additional
supplemental accrued benefit calculated under the terms of Title
I, but
disregarding the limitation
on compensation that
is taken into
account, using as
final average earnings the difference, if any, between the
Total Final
Average Earnings and
the Final Average
Earnings used in
Title 1.
(iii.) The Title I-related
accrued benefit shall also include any
benefit provided
under Section IV of this Plan.
4. The
Offsetting Benefits shall
mean any benefit,
other than the
Further Benefit,
provided to
the Select New
Hire under a
defined benefit plan
of ConocoPhillips,
including but
not limited to the ConocoPhillips Retirement Plan (and any successor plan)
and the ConocoPhillips Key Employee Supplemental Retirement Plan (and
any successor
plan), together with
any benefit provided to the Select New Hire under a "defined benefit
plan" (as
defined in section
3(35) of the
Employee Retirement Income
Security Act of
1974, as
amended (ERISA)), including any such plan regardless
of whether it might also
be considered
an "excess benefit
plan" as defined
in section 3(36) of
ERISA, of the
company by which
the Select New Hire was employed immediately prior to becoming an
employee of the Controlled Group.
In determining the value of a
benefit provided by an
employer which
is not a member
of the Controlled
Group, the Plan
Administrator may
make any reasonable assumptions necessary
and use such information as may be publicly
available, provided by such
employer, or provided by the Select New Hire,
although it is
within the discretion
of the Plan Administrator to determine
which such information and
assumptions to
use and to
disregard any information
which the Plan Administrator
considers invalid, incomplete, or otherwise suspect.
5. Nothing
in this Appendix is intended
to affect the other operations or provisions
of the Plan. If the Select New Hire
is, under the provisions of the Plan, otherwise eligible
to participate
in the Plan, the
Select New Hire
will do so in
accordance with those
provisions.
30
Schedule A
Number
BUSH, BRUCE
ASHBY 123432
FORD, RONALD
F 280903
GILL,
DAVID CLINTON 311219
HAGENSON, RANDY L 341865
BRAND, KAREN FLENNIKEN 365245
KREMER, DON F 492288
LAMPERT, HARRY
T 498780
DAVIDSON, LINDA
LAWSON 507761
MCKEE, JOSEPH
MASON 580382
MOORE, STANLEY
WAYNE 118400
MULLENS,
PATRICK O 624406
RISLEY, ALLYN
WAYNE 735419
SIGLER III, CARL
BENJAMIN 793759
SIMPSON, JAMES
ALEX 796245
SMITH, ALBERT GORIN,
JR. 802659
SQUIRES, TOMMY
DALE 824971
BALL, REBECCA
P 880394
WISZNEAUCKAS, ERIC
COOK 961604
WREN, CHRISTOPHER
LYNDE 970988
MACKLIN, DONALD
L 541514
JOHNSON, DAVID
ALAN 898304
HARPER, MARK
R 483674
PARKER, CHARLES
M 615208
NELSON,
DAVID 016221
DURBIN, JOHN
E 017871
LINES, JOHN
F 012019
LOFTUS, THOMAS A.
III 017554
JAMES, FRANCIS
H 013118
MADISON, PAUL
A. 015570
SPOON, MARK
J. 018451
GRIMMER, PAUL
J 015564
31
Schedule B
Kennedy, Shawn
R. 897261
O’Connell, Patrick
J. 302463
32
Schedule C
Midkiff, Kevin
L. 108989
Stansbury, Jeffery
N. 109404
Casey B. Jones 18303