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FIRST AMENDMENT TO
ANNEX
TO
NONQUALIFIED DEFERRED COMPENSATION
ARRANGEMENTS OF
CONOCOPHILLIPS
Effective as of the "Effective
Time" defined in the Employee Matters Agreement
by and
between ConocoPhillips and
Phillips 66 (the
"Effective Time"), ConocoPhillips
Company (the
“Company”) amended and
restated the Annex
to Nonqualified Deferred
Compensation Arrangements
of ConocoPhillips (the
“409A Annex”) for
the benefit of
certain employees of
the Company and its
affiliates.
The Company desires to amend the 409A
Annex by the revisions set forth below,
effective upon the date of execution set forth below:
1.
Section 6 is hereby amended to revise the nomenclature of the existing provision
so that the existing paragraph now becomes paragraph
(a).
2.
Section 6 is hereby further amended to add the following at the end thereof:
“(b) In the event
that an Employee who is a
taxpayer subject to the Code is a
Participant in
an International NQDC
Arrangement, then, to
the extent that no
exceptions or
exclusions apply to
prevent taxation pursuant
to section 409A of
the
Code of the benefits under
that International NQDC Arrangement, no election, other
than an
initial deferral election
that satisfies the
requirements of section
409A(a)(4)(B)
of the Code and
the related Treasury regulations (an
“Initial Deferral
Election”), made by a Participant
with regard to an International NQDC Arrangement
shall be
considered or made
effective, and the
terms of the
International NQDC
Arrangement as to time and form of payment in the event
of no other election shall be
deemed to be the
effective time and form of payment. If such an Employee makes an
Initial Deferral
Election, the time
and form of
payment specified in
the Initial
Deferral Election shall be the effective time and form of
payment.
(c) Notwithstanding anything
in Section 6(b) to
the contrary, an Employee who
is a
taxpayer subject
to the Code and
who is a
Participant in an
International NQDC
Arrangement may
make an election
to change the time
or form of payment
of the
Initial Deferral Election, but only if the following rules are satisfied:
i. The election to
change the time or form of
payment may not take effect until
at least twelve months after the date on which such election is made;
ii. Payment under such
election may not be made earlier
than at least five years
from the date the
payment would have otherwise been made or commenced;
iii. Such payment may commence as of the
beginning of any calendar quarter;
iv. An
election to receive
payments in installments
shall be treated
as a single
payment for purposes of
these rules;
v. The
election may not
result in an
impermissible acceleration of payment
prohibited under section 409A of the Internal Revenue Code;
vi. No more than one such election shall be permitted; and
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vii. No payment may be made after
the date that is six (6)
years after the date of
the
Employee’s Separation from Service.”
Executed December 20, 2019.
For ConocoPhillips
Company
________________________________
Heather G.
Sirdashney
Vice President, Human
Resources