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CONOCOPHILLIPS

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EX-10.11.1
 
Exhibit 10.11.1
 
1
 
DEFINED CONTRIBUTION MAKE-UP PLAN
OF
CONOCOPHILLIPS
TITLE I
(Effective for benefits earned and vested prior to
 
January 1, 2005)
2020 AMENDMENT AND RESTATEMENT
 
The Defined
 
Contribution Make-Up
 
Plan of
 
ConocoPhillips,
 
Title
 
I (the
 
“Frozen Plan”),
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,
 
the Frozen
Plan was and remains subject to the 2012 Restatement of the Defined Contribution Make-
Up
 
Plan
 
of
 
ConocoPhillips,
 
Title
 
I,
 
which
 
was
 
effective
 
as
 
of
 
the
 
"Effective
 
Time"
defined in the Employee
 
Matters Agreement by and
 
between ConocoPhillips and Phillips
66
 
(the
 
"Effective
 
Time"),
 
together
 
with
 
the
 
First
 
Amendment
 
to
 
Title
 
I
 
of
 
the
 
Defined
Contribution Make-Up Plan of
 
ConocoPhillips (2012 Restatement), effective
 
October 30,
2019.
 
Preamble
 
The purpose of this Plan is to attract and retain key
 
employees by providing supplemental
benefits
 
for
 
those
 
Eligible
 
Employees
 
whose
 
benefits
 
under
 
the
 
CPSP
 
might
 
otherwise
have
 
been
 
affected
 
by
 
Pay
 
Limitations
 
or
 
by
 
a
 
voluntary
 
reduction
 
in
 
salary
 
under
provisions of KEDCP.
 
The Defined Contribution Make-Up Plan of ConocoPhillips is intended to provide
 
certain
specified
 
benefits
 
to
 
Highly
 
Compensated
 
Employees
 
whose
 
benefits
 
under
 
the
ConocoPhillips Savings
 
Plan might
 
otherwise be
 
limited.
 
Title
 
I of
 
the Plan,
 
sometimes
referred to as the
 
Frozen Plan, is
 
effective with regard to
 
benefits earned and
 
vested prior
to January 1, 2005,
 
while Title
 
II of the Plan,
 
sometimes referred to as
 
the Ongoing Plan,
 
Exhibit 10.11.1
 
2
 
is effective
 
with regard
 
to benefits
 
earned or
 
vested after
 
December 31,
 
2004.
 
Earnings,
gains,
 
and
 
losses
 
shall
 
be
 
allocated
 
to
 
the
 
Title
 
of
 
the
 
Plan
 
to
 
which
 
the
 
underlying
obligations
 
giving
 
rise to
 
them are
 
allocated.
 
Other than
 
earnings, gains,
 
and losses,
 
no
further benefits shall accrue under Title I of this Plan after December 31, 2004.
 
This
 
Title
 
I
 
of
 
the
 
Plan
 
is
 
intended
 
(1)
 
to
 
be
 
a
 
“grandfathered”
 
plan
 
pursuant
 
to
 
Code
section 409A, as
 
enacted as
 
part of the
 
American Jobs
 
Creation Act of
 
2004, and
 
official
guidance issued thereunder,
 
and (2) to be “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.
 
Section 1.
 
Definitions.
 
 
For
 
purposes
 
of
 
the
 
Plan,
 
the
 
following
 
terms,
 
as
 
used
 
herein,
 
shall
 
have
 
the
 
meaning
specified:
(a)
 
“Affiliated
 
Company”
 
shall
 
mean
 
ConocoPhillips
 
and
 
any
 
company
 
or
 
other
legal entity that is controlled, either directly or indirectly, by ConocoPhillips.
(b)
 
“Affiliated Group”
 
shall mean
 
ConocoPhillips and
 
its subsidiaries
 
and affiliates
in which it owns a 5% or more equity interest.
(c)
 
“Allocation
 
Ratio”
 
shall
 
mean
 
the
 
ratio
 
determined
 
by
 
dividing
 
(i)
 
an
 
amount
equal
 
to
 
the
 
total
 
value
 
of
 
the
 
unallocated
 
shares
 
of
 
Stock
 
allocated
 
to
 
Stock
Savings
 
Feature
 
participants
 
and
 
beneficiaries
 
as
 
of
 
a
 
Stock
 
Savings
 
Feature
Semiannual
 
Allocation
 
Date
 
or
 
Supplemental
 
Allocation
 
Date
 
(as
 
defined
 
in
 
the
CPSP)
 
by
 
(ii)
 
an
 
amount
 
equal
 
to
 
the
 
total
 
net
 
Stock
 
Savings
 
Feature
 
employee
deposits
 
used
 
in
 
the
 
calculation
 
of
 
the
 
Stock
 
Savings
 
Feature
 
Semiannual
Allocation or Supplemental Allocation (as defined in the CPSP).
(d)
 
“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
 
Benefit
 
from
 
this
 
Plan,
 
as
 
provided
 
in
 
Exhibit 10.11.1
 
3
 
Section 5.1.
(e)
 
“Benefit”
 
shall
 
mean
 
an
 
obligation
 
of
 
the
 
Company
 
to
 
pay
 
amounts
 
from
 
the
Frozen Plan.
(f)
 
“Board”
shall
 
mean
 
the
 
Board
 
of
 
Directors
 
of
 
the
 
Company,
 
as
 
it
 
may
 
be
comprised from time to time.
(g)
 
“Code”
 
shall mean the
 
Internal Revenue Code
 
of 1986,
 
as amended from
 
time to
time, or any successor statute.
(h)
 
“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.
(i)
 
“Company”
 
shall
 
mean
 
ConocoPhillips
 
Company,
 
a
 
Delaware
 
corporation,
 
or
any successor corporation.
 
The Company is a subsidiary of ConocoPhillips.
(j)
 
“Company Stock Fund”
 
shall mean an Investment
 
Option under this Plan
 
that is
accounted for as if
 
investments were made
 
in the common
 
stock, $0.01 par
 
value,
of
 
ConocoPhillips,
 
although
 
no
 
such
 
actual
 
investments
 
need
 
be
 
made,
 
with
accounting entries being sufficient therefor.
(k)
 
“ConocoPhillips”
 
shall
 
mean
 
ConocoPhillips,
 
a
 
Delaware
 
corporation,
 
or
 
any
successor
 
corporation.
 
ConocoPhillips
 
is
 
a
 
publicly
 
held
 
corporation
 
and
 
the
parent of the Company.
(l)
 
“CPSP”
shall mean the ConocoPhillips Savings Plan.
(m)
 
“CPSP Pay”
 
shall mean
"
Pay
"
 
as defined in the CPSP.
(n)
 
“DCMP
 
Pay”
 
shall
 
mean
"
Pay
"
 
as
 
defined
 
in
 
the
 
CPSP
 
without
 
regard
 
to
 
Pay
Limitations or voluntary salary reduction under provisions of the KEDCP.
(o)
 
“Disability”
 
shall
 
mean
 
the
 
inability,
 
in
 
the
 
opinion
 
of
 
the
 
Medical
 
Director
 
of
ConocoPhillips,
 
of
 
a
 
Participant,
 
because
 
of
 
an
 
injury
 
or
 
sickness,
 
to
 
work
 
at
 
a
reasonable occupation that is available with a member of the Affiliated Group.
 
(p)
 
“Election
 
Form”
shall mean
 
a
 
written
 
form,
 
including
 
one
 
in
 
electronic
 
format,
provided by
 
the Plan
 
Administrator pursuant
 
to which
 
a Participant
 
may elect
 
the
time and form of payment of his or her Benefits.
(q)
 
“Eligible
 
Employee”
 
shall
 
mean
 
an
 
Employee
 
whose
 
DCMP
 
Pay
 
exceeds
 
the
amount
 
set
 
forth
 
in
 
Code
 
section 401(a)(17),
 
as
 
amended
 
from
 
time
 
to
 
time,
 
or
 
Exhibit 10.11.1
 
4
 
who
 
is
 
eligible
 
to
 
elect
 
a
 
voluntary
 
salary
 
reduction
 
under
 
the
 
provisions
 
of
 
the
KEDCP.
(r)
 
“Employee”
 
shall
 
mean
 
any
 
individual
 
who
 
is
 
a
 
salaried
 
employee
 
of
 
the
Company or any Participating Subsidiary.
(s)
 
“ERISA”
shall mean
 
the Employee
 
Retirement Income
 
Security Act
 
of 1974,
 
as
amended from time to time, or any successor statute.
(t)
 
“Exchange
 
Act”
 
shall
 
mean
 
the
 
Securities
 
Exchange
 
Act
 
of
 
1934,
 
as
 
amended
and in effect from time to time, or any successor statute.
(u)
 
“Frozen
 
Plan”
 
shall mean
 
Title
 
I of
 
the Defined
 
Contribution
 
Make-Up Plan
 
of
ConocoPhillips.
(v)
 
“Investment
 
Options”
 
shall
 
mean
 
the
 
investment
 
options,
 
as
 
determined
 
from
time to
 
time by
 
the Plan
 
Administrator,
 
used to
 
credit earnings,
 
gains, and
 
losses
on Supplemental Thrift Feature Account and
 
Supplemental Stock Savings Feature
Account balances.
(w)
 
“KEDCP”
 
shall
 
mean
 
the
 
Key
 
Employee
 
Deferred
 
Compensation
 
Plan
 
of
ConocoPhillips
 
or
 
any
 
similar
 
or
 
successor
 
plan
 
maintained
 
by
 
an
 
Affiliated
Company.
(x)
 
“Layoff”
 
or
“Laid
 
Off”
 
shall
 
mean
 
layoff
 
under
 
the
 
Phillips
 
Layoff
 
Plan,
 
the
Work
 
Force
 
Stabilization
 
Plan
 
of
 
Phillips
 
Petroleum
 
Company,
 
the
 
Phillips
Petroleum Company
 
Executive Severance
 
Plan, the
 
Conoco Severance
 
Pay Plan,
the
 
Conoco
 
Inc.
 
Key
 
Employee
 
Severance
 
Plan,
 
or
 
any
 
similar
 
plan
 
which
 
the
Company,
 
any Participating Subsidiary,
 
or a member of
 
the Affiliated Group
 
may
adopt
 
from
 
time
 
to
 
time
 
under
 
the
 
terms
 
of
 
which
 
the
 
Participant
 
executes
 
and
does
 
not
 
revoke
 
a
 
general
 
release
 
of
 
liability,
 
acceptable
 
to
 
the
 
Company,
Participating
 
Subsidiary,
 
or
 
a
 
member
 
of
 
the
 
Affiliated
 
Group,
 
as
 
applicable,
under such layoff plan.
(y)
 
“Ongoing
 
Plan”
shall mean
 
Title
 
II
 
of
 
the
 
Defined
 
Contribution
 
Make-Up
 
Plan
of ConocoPhillips.
(z)
 
“Other
 
Obligations”
 
shall
 
mean
 
the
"
Other
 
Obligations
"
 
as
 
defined
 
in
 
the
Amendment to and Merger of Amended and Restated Conoco Inc. Salary Deferral
&
 
Savings
 
Restoration
 
Plan
 
into
 
Key
 
Employee
 
Deferred
 
Compensation
 
Plan
 
of
ConocoPhillips
 
and
 
Defined
 
Contribution
 
Make-Up
 
Plan
 
of
 
ConocoPhillips,
 
Exhibit 10.11.1
 
5
 
pursuant
 
to
 
which
 
a
 
portion
 
of
 
the
 
Amended
 
and
 
Restated
 
Conoco
 
Inc.
 
Salary
Deferral & Savings
 
Restoration Plan is
 
merged into
 
this Plan effective
 
October 3,
2003.
(aa)
 
“Participant”
 
shall
 
mean
 
an
 
Eligible
 
Employee
 
who
 
is
 
eligible
 
to
 
receive
 
a
Benefit from
 
this
 
Plan as
 
a result
 
of being
 
an Eligible
 
Employee and
 
any
 
person
for
 
whom
 
a
 
Supplemental
 
Thrift
 
Feature
 
Account
 
and/or
 
a
 
Supplemental
 
Stock
Savings Feature Account is maintained.
(bb)
 
“Participating Subsidiary”
 
shall mean a Subsidiary which has adopted the CPSP
and of which one
 
or more Employees are
 
Participants eligible to make
 
deposits to
the CPSP or are eligible for Benefits pursuant to this Plan.
(cc)
 
“Pay
 
Limitations”
 
shall
 
mean
 
the
 
compensation
 
limitations
 
applicable
 
to
 
the
CPSP that are set forth in Code section 401(a)(17), as adjusted.
 
(dd)
 
“Plan”
shall
 
mean
 
the
 
Defined
 
Contribution
 
Make-Up
 
Plan
 
of
 
ConocoPhillips.
 
The Plan is sponsored and maintained by the Company.
(ee)
 
“Plan Administrator”
 
shall mean the Committee.
(ff)
 
“Plan Year
 
”
shall mean January 1 through December 31.
(gg)
 
“Retirement”
 
shall
 
mean
 
termination
 
of
 
employment
 
with
 
the
 
Company,
 
a
Participating
 
Subsidiary,
 
or
 
a
 
member
 
of
 
the
 
Affiliated
 
Group
 
that
 
qualifies
 
the
Employee
 
for
 
Retirement
 
as
 
that
 
term
 
is
 
defined
 
in
 
the
 
applicable
 
provisions
 
of
the
 
ConocoPhillips
 
Retirement
 
Plan,
 
the
 
Retirement
 
Plan
 
of
 
Conoco,
 
or
 
of
 
the
applicable retirement plan
 
of a member
 
of the Affiliated
 
Group.
 
Notwithstanding
the
 
foregoing,
 
an
 
Employee
 
will
 
not
 
be
 
considered
 
to
 
be
 
in
 
Retirement
 
for
purposes
 
of
 
this
 
Plan
 
if
 
he
 
is
 
entering
 
Retirement
 
under
 
the
 
Retirement
 
Plan
 
of
Conoco
 
prior
 
to
 
age
 
55,
 
unless
 
he
 
had
 
attained
 
age
 
50
 
on
 
or
 
before
 
August
 
30,
2002.
 
(hh)
 
“Stock”
 
shall
 
mean
 
shares
 
of
 
common
 
stock,
 
$0.01
 
par
 
value,
 
issued
 
by
ConocoPhillips.
(ii)
 
“Stock Savings Feature”
 
shall mean the Stock Savings Feature of the CPSP.
(jj)
 
“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)
 
and
 
for
 
purposes
 
of
 
Exhibit 10.11.1
 
6
 
determining
 
trades
 
or
 
businesses
 
(whether
 
or
 
not
 
incorporated)
 
under
 
common
control
 
under
 
regulation
 
section
 
1.414(c)-2
 
for
 
purposes
 
of
 
Code
 
section
 
414(c),
the
 
language
 
“at
 
least
 
80%”
 
shall
 
be
 
used
 
without
 
substitution
 
as
 
allowed
 
under
regulations pursuant to Code section 409A.
(kk)
 
“Supplemental Stock
 
Savings Contributions”
 
shall mean (i)
 
prior to
 
the month
in which the Participant’s
 
Pay first exceeds the Pay Limitations
 
in a year, for
 
each
month that the Participant makes
 
deposits to the Stock Savings
 
Feature, 1% of the
amount of
 
the Participant’s
 
voluntary salary
 
reduction under
 
the KEDCP
 
for that
month,
 
and
 
(ii)
 
provided the
 
Participant
 
is making
 
deposits
 
to the
 
Stock Savings
Feature in
 
the month
 
in which
 
the Participant’s
 
Pay exceeds
 
the Pay
 
Limitations,
for that
 
month and
 
for each
 
month thereafter
 
until the
 
end of
 
the year,
 
1% of
 
the
sum
 
of
 
the
 
amount
 
of
 
the
 
Participant’s
 
voluntary
 
salary
 
reduction
 
under
 
the
KEDCP
 
for
 
that
 
month
 
plus
 
the
 
amount
 
of
 
the
 
Participant’s
 
Pay
 
for
 
that
 
month
that is in excess of the Pay Limitations for that year.
(ll)
 
“Supplemental
 
Stock
 
Savings
 
Feature
 
Account”
 
shall
 
mean
 
the
 
Plan
 
Benefit
account
 
of
 
a
 
Participant
 
that
 
reflects
 
the
 
portion
 
of
 
his
 
or
 
her
 
Benefit
 
that
 
is
intended to replace certain Stock Savings Feature benefits to which the Participant
might otherwise be entitled
 
but for the application
 
of the Pay Limitations
 
and/or a
voluntary salary reduction under the KEDCP.
(mm)
 
“Supplemental
 
Thrift
 
Contributions”
 
shall
 
mean,
 
(i)
 
prior
 
to
 
the
 
month
 
in
which the
 
Participant’s
 
Pay first
 
exceeds the
 
Pay Limitations
 
in a
 
year,
 
the same
percentage
 
of
 
a
 
Participant’s
 
Pay
 
that
 
the
 
Participant
 
is
 
depositing
 
as
 
a
 
Basic
Deposit
 
to
 
the
 
Thrift
 
Feature
 
for
 
that
 
month
 
multiplied
 
by
 
the
 
amount
 
of
 
the
Participant’s voluntary
 
salary reduction under the
 
KEDCP for that
 
month, and (ii)
provided the
 
Participant is
 
making deposits
 
to the
 
Thrift Feature
 
for the
 
month in
which
 
the
 
Participant’s
 
Pay
 
exceeds
 
the
 
Pay
 
Limitations
 
and
 
each
 
month
thereafter until
 
the
 
end
 
of
 
the
 
year,
 
the
 
same
 
percentage
 
of
 
the
 
Participant’s
 
Pay
that the Participant
 
was depositing as
 
a Basic Deposit
 
to the Thrift
 
Feature for the
month in
 
which he
 
or she
 
reached the
 
Pay Limitations
 
for the
 
year, multiplied
 
by
the
 
sum
 
of
 
the
 
amount
 
of
 
the
 
Participant’s
 
voluntary
 
salary
 
reduction
 
under
 
the
KEDCP
 
for
 
that
 
month
 
plus
 
the
 
amount
 
of
 
the
 
Participant’s
 
Pay
 
for
 
that
 
month
that is in excess of the Pay Limitations for that year.
 
Exhibit 10.11.1
 
7
 
(nn)
 
“Supplemental Thrift Feature Account”
 
shall mean the Plan Benefit
 
account of
a Participant
 
which reflects
 
the portion
 
of his
 
or her
 
Benefit which
 
is intended
 
to
replace certain Thrift Feature benefits
 
to which the Participant
 
might otherwise be
entitled
 
but
 
for
 
the
 
application
 
of
 
the
 
Pay
 
Limitations
 
and/or
 
a
 
voluntary
 
salary
reduction under the KEDCP.
(oo)
 
“Thrift Feature”
 
shall mean the Thrift Feature of the CPSP.
(pp)
 
“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.
(qq)
 
“Valuation
 
Date”
 
shall mean “Valuation
 
Date” as defined in the CPSP.
 
Section 2.
 
Eligibility.
 
 
Benefits may only be granted to Eligible Employees.
 
Section 3.
 
Supplemental Thrift Feature Account Benefits.
 
 
For each payroll period in
 
which Company Contributions to
 
a Participant's account in the
Thrift
 
Feature
 
are,
 
or
 
would
 
be,
 
limited
 
by
 
the
 
Pay
 
Limitations
 
and/or
 
by
 
a
 
voluntary
salary
 
reduction
 
to
 
the
 
KEDCP,
 
a
 
Benefit
 
amount
 
shall
 
be
 
credited
 
to
 
his
 
or
 
her
Supplemental
 
Thrift
 
Feature
 
Account
 
no
 
later
 
than
 
the
 
end
 
of
 
the
 
month
 
following
 
the
Valuation
 
Date that
 
Company
 
contributions
 
are
 
made
 
to
 
the
 
Participant’s
 
Thrift
 
Feature
Account, or would
 
be made to
 
such account but
 
for Pay Limitations.
 
The Participant will
be
 
credited
 
with
 
an
 
amount
 
equal
 
to
 
the
 
amount
 
of
 
his
 
or
 
her
 
Supplemental
 
Thrift
Contributions
 
each
 
month
 
to
 
the
 
same
 
investment
 
funds
 
and
 
in
 
the
 
same
 
proportions
 
as
the Participant
 
has directed
 
his or
 
her latest
 
available investment
 
allocation for
 
Deposits
to the Thrift Feature.
 
Section 3.1
 
Supplemental Thrift Feature Account Earnings
 
 
The
 
Supplemental
 
Thrift
 
Feature
 
Account
 
shall
 
be
 
eligible
 
to
 
be
 
invested
 
in
 
the
 
same
investment funds
 
as are
 
made available
 
to Participants
 
in the
 
Thrift Feature
 
from time
 
to
time.
 
While such
 
investments shall
 
consist solely
 
of book
 
entries and
 
shall not
 
actually
 
Exhibit 10.11.1
 
8
 
be invested in such funds, the book entry
 
share value of such deemed investment
 
funds in
this Plan
 
shall be
 
determined to
 
be the
 
same share
 
value as
 
the actual
 
value of
 
shares in
the
 
investment
 
funds
 
of
 
the
 
CPSP.
 
The
 
amounts
 
deemed
 
invested
 
in
 
this
 
Plan
 
shall
 
be
valued at the
 
same time and
 
in the same
 
manner as though
 
they were actually
 
invested in
the
 
CPSP.
 
Also,
 
deemed
 
investments
 
in
 
the
 
Participant’s
 
Supplemental
 
Thrift
 
Feature
Account may be
 
exchanged into
 
other available
 
investment funds
 
in the
 
same manner,
 
at
the same
 
times, and
 
subject to
 
the same
 
limitations as
 
though the
 
deemed amounts
 
were
actually
 
invested
 
in
 
the
 
CPSP.
 
However,
 
to
 
the
 
extent
 
that
 
earnings
 
in
 
the
 
form
 
of
dividends
 
on
 
Company
 
Stock
 
in
 
the
 
CPSP
 
are
 
eligible
 
to
 
be
 
passed
 
through
 
to
 
the
Participant, such dividends will be deemed to have been reinvested in the Company Stock
Fund
 
of
 
this
 
Plan,
 
without
 
regard
 
to
 
whether
 
the
 
Participant
 
has
 
made
 
a
 
pass
 
through
election under the CPSP.
 
Section 4.
 
Supplemental Stock Savings Feature Account Benefits.
 
 
For
 
each
 
month
 
in
 
which
 
a
 
Semiannual
 
Allocation
 
or
 
Supplemental
 
Allocation
 
(as
defined in the
 
CPSP) to
 
a Participant's
 
account in the
 
Stock Savings
 
Feature is, or
 
would
be,
 
limited
 
by
 
the
 
Pay
 
Limitations
 
and/or
 
by
 
a
 
voluntary
 
salary
 
reduction
 
under
 
the
KEDCP,
 
a
 
Benefit
 
amount
 
shall
 
be
 
credited
 
to
 
his
 
or
 
her
 
Supplemental
 
Stock
 
Savings
Feature Account. The amount
 
to be credited shall
 
be calculated in shares in
 
the Company
Stock Fund
 
of this
 
Plan as
 
though the
 
Participant had
 
made Supplemental
 
Stock Savings
Contributions
 
and
 
shall
 
be
 
equal
 
to
 
(i)
 
the
 
Participant's
 
Supplemental
 
Stock
 
Savings
Contributions during the applicable Allocation Period (as defined in the CPSP) multiplied
by the applicable Allocation Ratio,
 
divided by (ii) the share value
 
for the Company Stock
Fund
 
of
 
the
 
CPSP
 
on the
 
applicable Allocation
 
Date.
 
This
 
amount
 
shall be
 
credited no
later
 
than
 
the
 
end
 
of
 
the
 
month
 
following
 
the
 
Valuation
 
Date
 
that
 
the
 
Semiannual
Allocation
 
or
 
Supplemental
 
Allocation
 
to
 
the
 
Company
 
Stock
 
Fund
 
would
 
have
 
been
made
 
had
 
the
 
Participant
 
received
 
a
 
Semiannual
 
Allocation
 
or
 
Supplemental
 
Allocation
under
 
the
 
Stock
 
Savings
 
Feature.
 
A
 
share
 
in
 
the
 
Company
 
Stock
 
Fund
 
of
 
the
Supplemental Stock
 
Savings Feature
 
Account shall
 
have a
 
value equivalent
 
to a
 
share in
the Company Stock Fund of the CPSP.
 
 
Exhibit 10.11.1
 
9
 
Section 4.1
 
Supplemental Stock Savings Account Feature Earnings
 
 
After
 
being
 
initially
 
invested
 
in
 
the
 
Company
 
Stock
 
Fund
 
account,
 
the
 
amounts
 
in
 
the
Participant’s
 
Supplemental Stock
 
Savings Feature
 
Account shall
 
thereafter be
 
eligible to
be
 
invested
 
in
 
the
 
same
 
investment
 
funds
 
as
 
are
 
made
 
available
 
to
 
Participants
 
in
 
the
CPSP from time to
 
time.
 
While such investments shall
 
consist solely of book
 
entries and
shall not
 
actually be
 
invested
 
in such
 
funds, the
 
book entry
 
share value
 
of
 
such deemed
investment funds in this
 
Plan shall be determined
 
to be the same share
 
value as the actual
value
 
of
 
shares
 
in
 
the
 
investment
 
funds
 
of
 
the
 
CPSP.
 
The
 
amounts
 
deemed invested
 
in
this
 
Plan
 
shall be
 
valued
 
at
 
the
 
same
 
time
 
and
 
in the
 
same
 
manner as
 
though
 
they
 
were
actually
 
invested
 
in
 
the
 
CPSP.
 
Also,
 
deemed
 
investments
 
in
 
the
 
Participant’s
Supplemental
 
Stock
 
Savings
 
Feature
 
Account
 
may
 
be
 
exchanged
 
into
 
other
 
available
investment
 
funds
 
in
 
the
 
same
 
manner,
 
at
 
the
 
same
 
times,
 
and
 
subject
 
to
 
the
 
same
limitations as though the deemed amounts
 
were actually invested in the
 
CPSP.
 
However,
to the
 
extent that
 
earnings in
 
the form
 
of dividends
 
on Company
 
Stock in
 
the CPSP
 
are
eligible
 
to
 
be
 
passed
 
through
 
to
 
the
 
Participant,
 
such
 
dividends
 
will
 
be
 
deemed
 
to
 
have
been reinvested
 
in the
 
Company
 
Stock Fund
 
of
 
this
 
Plan, without
 
regard to
 
whether the
Participant has made a pass through election under the CPSP.
 
 
Section 5.
 
Payment.
 
 
If
 
a
 
Participant
 
terminates
 
employment
 
with
 
the
 
Affiliated
 
Group
 
for
 
any
 
reason
 
except
death, Disability,
 
Layoff during
 
or after the
 
year in
 
which the Participant
 
reaches age 50,
or
 
Retirement,
 
Benefits
 
which
 
the
 
Participant
 
is
 
eligible
 
to
 
receive
 
under
 
this
 
Plan
 
shall
be
 
paid
 
in
 
one
 
lump
 
sum
 
cash
 
payment
 
as
 
soon
 
as
 
practicable
 
following
 
his
 
or
 
her
termination.
 
If
 
a
 
Participant
 
dies
 
prior
 
to
 
Retirement,
 
Benefits
 
which
 
the
 
Participant
 
is
eligible
 
to
 
receive
 
under
 
this
 
Plan
 
shall
 
be
 
paid
 
in
 
one
 
lump
 
sum
 
cash
 
payment
 
to
 
the
Participant's
 
Beneficiary
 
as
 
soon
 
as
 
practicable
 
after
 
his
 
or
 
her
 
death.
 
If
 
a
 
Participant
Retires,
 
is
 
Laid
 
off
 
during
 
or
 
after
 
the
 
year
 
in
 
which
 
the
 
Participant
 
reaches
 
age
 
50,
 
or
becomes
 
Disabled,
 
Benefits
 
which
 
the
 
Participant
 
is
 
eligible
 
to
 
receive
 
under
 
this
 
Plan
shall
 
be
 
paid
 
in
 
one
 
lump
 
sum
 
cash
 
payment
 
as
 
soon
 
as
 
practicable
 
following
 
the
Participant's
 
Retirement,
 
Layoff,
 
determination
 
of
 
Disability,
 
or
 
termination
 
of
 
Exhibit 10.11.1
 
10
 
employment; provided
 
that such
 
a Participant
 
may
 
indicate a
 
preference
 
to defer
 
part
 
or
all of such lump sum cash payment under the terms of the KEDCP.
 
All lump
 
sum cash
 
payments shall
 
be made
 
only as
 
of a
 
Valuation
 
Date and
 
shall be
 
net
of withholding for applicable taxes required by law.
 
The Chief
 
Executive Officer
 
of ConocoPhillips,
 
with respect
 
to Participants
 
who are
 
not
subject
 
to
 
section
 
16
 
of
 
the
 
Exchange
 
Act,
 
and
 
the
 
Committee,
 
with
 
respect
 
to
Participants
 
who
 
are
 
subject
 
to
 
section
 
16
 
of
 
the
 
Exchange
 
Act,
 
shall
 
consider
 
such
indication of
 
preference and
 
shall respectively
 
decide in
 
the Chief
 
Executive Officer's
 
or
the Committee's
 
sole discretion
 
whether to
 
accept or
 
reject the
 
preference expressed.
 
In
the
 
event
 
the
 
Chief
 
Executive
 
Officer
 
or
 
the
 
Committee,
 
as
 
applicable,
 
accepts
 
such
Participant's
 
preference,
 
the
 
Participant's
 
Benefit
 
from
 
this
 
Plan
 
shall
 
be
 
credited
 
as
 
an
Award
 
under
 
the
 
KEDCP
 
as
 
soon
 
as
 
practicable
 
after
 
the
 
Participant's
 
Retirement,
Layoff, or the date the Participant is determined to be Disabled.
 
 
Section 5.1
 
Beneficiary Designation.
 
A Participant
 
may
 
designate
 
a
 
Beneficiary
 
or
 
Beneficiaries
 
to receive
 
the
 
entire
 
balance
of
 
the
 
Participant’s
 
Deferred
 
Compensation
 
Account
 
by
 
giving
 
signed
 
written
 
notice
 
of
such designation
 
to the
 
Plan Administrator
 
upon forms
 
supplied by
 
and delivered
 
to the
Plan
 
Administrator
 
and
 
may
 
revoke
 
such
 
designations
 
in
 
writing;
 
provided,
 
that
 
writing
and
 
signing
 
may
 
be
 
done
 
by
 
any
 
electronic
 
means
 
approved
 
by
 
the
 
Plan
 
Administrator.
 
The
 
Participant
 
may
 
from
 
time
 
to
 
time
 
change
 
or
 
cancel
 
any
 
previous
 
beneficiary
designation
 
in
 
the
 
same
 
manner.
 
The
 
last
 
beneficiary
 
designation
 
received
 
by
 
the
 
Plan
Administrator shall
 
be controlling
 
over any
 
prior
 
designation and
 
over any
 
testamentary
or
 
other
 
disposition.
 
After
 
acceptance
 
by
 
the
 
Plan
 
Administrator
 
of
 
such
 
written
designation, it
 
shall take
 
effect as
 
of the
 
date on
 
which it
 
was signed
 
by the
 
Participant,
whether the
 
Participant is
 
living at
 
the time
 
of such
 
receipt, but
 
without prejudice
 
to the
Company
 
or
 
any
 
member
 
of
 
the
 
Controlled
 
Group
 
or
 
the
 
Plan
 
Administrator
 
or
 
their
respective employees and
 
agents on account of
 
any payment made
 
under this Plan
 
before
receipt
 
of
 
such
 
designation.
 
If
 
no
 
designation
 
of
 
a
 
Beneficiary
 
is
 
on
 
file
 
with
 
the
 
Plan
 
Exhibit 10.11.1
 
11
 
Administrator
 
at
 
the
 
time
 
of
 
the
 
death
 
of
 
the
 
Participant
 
or
 
such
 
designation
 
is
 
not
effective
 
for
 
any
 
reason
 
as
 
determined
 
by
 
the
 
Plan
 
Administrator,
 
then,
 
for
 
purposes
 
of
this
 
Plan,
 
“Beneficiary”
 
shall
 
mean,
 
and
 
such
 
Benefits
 
shall
 
be
 
paid
 
to,
 
(i)
 
the
Participant's
 
surviving
 
spouse
 
as
 
of
 
the
 
Participant's
 
date
 
of
 
death,
 
or
 
(ii)
 
if
 
there
 
is
 
no
surviving spouse as of the Participant's date of death, the Participant’s estate.
 
Section 6.
 
Nonassignability.
 
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 7.
 
Administration.
 
 
(a)
 
The Plan shall be administered by the Plan Administrator.
 
The Plan Administrator
may
 
delegate
 
to
 
employees
 
of
 
the
 
Company
 
or
 
any
 
Affiliated
 
Company
 
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
 
Exhibit 10.11.1
 
12
 
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.
 
The Plan
 
Administrator
 
and his
 
or her
 
delegates shall
 
serve without
 
bond
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
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
 
the
 
claim
 
and
 
to
 
submit
 
issues
 
and
 
comments
 
in
 
Exhibit 10.11.1
 
13
 
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.
 
The decision
 
of the
 
Trustee
 
shall be
 
in writing
 
and, in
 
the case
 
of the
 
denial of
 
a
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
 
that
 
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.
 
Section 8.
 
Rights of Employees and Participants.
 
 
Nothing
 
contained in
 
the
 
Plan
 
(or
 
in
 
any
 
other
 
documents
 
related
 
to
 
this
 
Plan
 
or
 
to
 
any
Benefit)
 
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
 
Affiliated
 
Group
 
or
constitute
 
any
 
contract or
 
limit
 
in any
 
way
 
the
 
right
 
of
 
the
 
Company
 
or
 
any
 
member
 
of
the Affiliat
 
ed
 
Group to
 
change such
 
person's
 
compensation
 
or other
 
benefits
 
or position
or to terminate the employment of such person with or without cause.
 
 
 
 
Exhibit 10.11.1
 
14
 
Section 9.
 
Awards in Foreign
 
Countries.
 
 
The
 
Board
 
or
 
its
 
delegate
 
shall
 
have
 
the
 
authority
 
to
 
adopt
 
such
 
modifications,
procedures, and
 
subplans as
 
may be
 
necessary or
 
desirable to
 
comply with
 
provisions of
the
 
laws
 
of
 
foreign
 
countries
 
in
 
which
 
the
 
Company
 
or
 
Participating
 
Subsidiaries
 
may
operate to
 
assure the
 
viability of
 
the Benefits
 
of Participants
 
employed in
 
such countries
and to meet the purpose of this Plan.
 
 
Section 10.
 
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 11.
 
Method of Providing Payments.
 
 
(a)
 
Nonsegregation.
 
Amounts
 
deferred
 
pursuant
 
to
 
this
 
Plan
 
and
 
the
 
crediting
 
of
amounts to
 
a Participant’s
 
accounts shall
 
represent
 
the 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 Participant’s 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
 
Exhibit 10.11.1
 
15
 
any
 
rights
 
accruing
 
to
 
a
 
Participant
 
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.
 
Section 12.
 
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)
 
This 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.
(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
 
Exhibit 10.11.1
 
16
 
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.
 
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
 
Benefit
 
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
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 CPSP.
(i)
 
It is
 
the intention
 
of the
 
Company that,
 
so long
 
as any
 
of ConocoPhillips’
 
equity
securities
 
are
 
registered
 
pursuant
 
to
 
section
 
12(b)
 
or
 
12(g)
 
of
 
the
 
Securities
Exchange Act
 
of 1934,
 
this Plan
 
shall be
 
operated in
 
compliance with
 
16(b) and,
if any Plan provision or transaction is found not to comply with
 
section 16(b), that
provision
 
or
 
transaction,
 
as
 
the
 
case
 
may
 
be,
 
shall
 
be
 
deemed
 
null
 
and
 
void
ab
initio
.
 
Notwithstanding anything
 
in the
 
Plan to
 
the contrary,
 
the Company,
 
in its
absolute discretion,
 
may bifurcate
 
the Plan
 
so as
 
to restrict,
 
limit or
 
condition the
use
 
of
 
any
 
provision
 
of
 
the
 
Plan
 
to
 
Participants
 
who
 
are
 
officers
 
and
 
directors
subject
 
to
 
section
 
16(b)
 
without
 
so
 
restricting,
 
limiting
 
or
 
conditioning
 
the
 
Plan
with respect to other Participants.
(j)
 
This Frozen Plan was frozen effective as
 
of December 31, 2004, and was replaced
 
Exhibit 10.11.1
 
17
 
by
 
the
 
Ongoing
 
Plan.
 
The
 
distribution
 
of
 
amounts
 
that
 
were
 
earned
 
and
 
vested
(within
 
the
 
meaning
 
of
 
Code
 
section
 
409A
 
and
 
official
 
guidance
 
issued
thereunder) under the Frozen Plan
 
prior to January 1,
 
2005 (and earnings thereon)
are
 
exempt
 
from
 
the
 
requirements
 
of
 
Code
 
section
 
409A
 
shall
 
be
 
made
 
in
accordance with the terms of the Frozen Plan.
(k)
 
This Plan
 
was previously
 
restated and
 
amended on
 
December 29,
 
2005, effective
as
 
of
 
January
 
1,
 
2005.
 
Effective
 
at
 
that
 
time,
 
this
 
Plan
 
assumed
 
the
 
Other
Obligations
 
and
 
any
 
other
 
obligations,
 
claims,
 
benefits,
 
rights,
 
and
 
duties
 
as
 
set
forth
 
in
 
the
 
Amendment
 
to
 
and
 
Merger
 
of
 
Amended
 
and
 
Restated
 
Conoco
 
Inc.
Salary
 
Deferral
 
&
 
Savings
 
Restoration
 
Plan
 
into
 
Key
 
Employee
 
Deferred
Compensation
 
Plan
 
of
 
ConocoPhillips
 
and
 
Defined
 
Contribution
 
Make-Up
 
Plan
of
 
ConocoPhillips,
 
pursuant
 
to
 
which
 
a
 
portion
 
of
 
the
 
Amended
 
and
 
Restated
Conoco
 
Inc.
 
Salary
 
Deferral
 
&
 
Savings
 
Restoration
 
Plan
 
was
 
merged
 
into
 
this
Plan
 
effective
 
October
 
3,
 
2003.
 
Such
 
Other
 
Obligations
 
shall
 
be
 
deemed
 
to
 
be
part
 
of
 
the
 
Supplemental
 
Thrift
 
Benefit
 
Feature
 
account
 
of
 
each
 
affected
Participant
 
and
 
book
 
entries
 
made
 
in
 
accordance
 
with
 
the
 
investment
 
directions
for each affected Participant at such time.
(l)
 
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
 
Defined
 
Contribution
 
Make-Up
 
Plan.
 
ConocoPhillips
 
distributed its
 
interest
 
in
 
Phillips
 
66
 
to
 
its
 
shareholders
 
as
 
of
 
the
Distribution.
 
Notwithstanding Section
 
10 of
 
this Plan,
 
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 Defined Contribution Make-Up Plan.
Further, as of the
 
Distribution, any Phillips 66 common
 
stock ("Phillips 66
 
Exhibit 10.11.1
 
18
 
Stock")
 
held
 
in
 
the
 
Company
 
Stock
 
Fund
 
shall
 
be
 
transferred
 
to
 
a
 
separate
Investment
 
Option
 
under
 
this
 
Plan
 
that
 
is
 
accounted
 
for
 
as
 
if
 
investments
 
were
made
 
in
 
Phillips
 
66
 
Stock,
 
although
 
no
 
such
 
actual
 
investments
 
need
 
be
 
made,
with
 
accounting
 
entries
 
being
 
sufficient
 
therefor.
 
Investments
 
in
 
the
 
Phillips
 
66
Stock
 
fund
 
will
 
be
 
determined
 
as
 
of
 
the
 
Distribution.
 
On
 
and
 
after
 
the
Distribution, a
 
Participant will
 
be allowed
 
to hold
 
or liquidate
 
his or
 
her deemed
investment in Phillips
 
66 Stock.
 
No additional deemed investments
 
in Phillips 66
Stock will be allowed to be elected.
 
Section 13.
 
Effective Date of the Restated Plan.
 
 
Title
 
I of
 
the Defined
 
Contribution Make-Up
 
Plan of
 
ConocoPhillips is
 
hereby amended
and restated as set forth in
 
this 2020 Amendment and Restatement
 
effective as of January
1, 2020.
 
 
Executed this ____ day of December 2019, by a duly authorized officer of the Company.
 
 
 
 
______________________________
Heather G. Sirdashney
Vice President, Human Resources
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DCMP Title I 2020 Restatement
 
12-19-2019