exv10w40



 





Exhibit 10.40




CONOCOPHILLIPS




DIRECTORS’ CHARITABLE GIFT PROGRAM





	1.	 	PURPOSE OF THE PROGRAM






	 	 	The purpose of the Directors’ Charitable Gift Program (the “Program”) is
to acknowledge the service of members of the Board of Directors (the
“Board”) of ConocoPhillips (the “Company”); recognize the mutual
interest of the Company and its Directors in support of eligible
educational and charitable organizations; and enhance the Directors’
total compensation package.
	 
	 	 	With regard to members of the Board or other persons who previously
served as members of the Board of Directors of either Phillips Petroleum
Company or Conoco Inc. (the “Predecessor Companies”), this Program
represents a continuation of the similar programs maintained by the
Predecessor Companies, respectively the Phillips Petroleum Company
Director Charitable Contribution Program and the Conoco Inc. Directors’
Charitable Gift Plan (the “Predecessor Programs”). Donations made under
the Predecessor Programs shall be honored through and completed under
this Program, but limitations imposed by this Program shall apply to the
aggregate of donations under this Program and the Predecessor Programs.
This Program shall be considered an amendment, restatement, merger, and
consolidation of the Predecessor Programs.
	 
	 	 	Each eligible Director of the Company will recommend that the Company
make a donation of up to $1,000,000 to the eligible tax-exempt
organization(s) (the “Organization(s)”) designated by the Director. The
donation will be made in the Director’s name in five equal annual
installments, with the first installment to be made as soon as
practicable after the death of the Director or former Director.






	2.	 	ELIGIBILITY






	 	 	Each member of the Board of Directors who serves for a minimum of one
year shall be eligible to participate in the Program. Service as a
member of the Board of Directors of either of the Predecessor Companies
shall count as service for this purpose. The Program will not be
effective for a Director until he or she completes all required
enrollment procedures for the Program.






	3.	 	DIRECTOR’S RECOMMENDATION






	 	 	Each eligible Director shall make a written recommendation to the
Company, on a form approved by the Company for this purpose, designating
the Organization(s) that he or she intends to be the recipient(s) of the
Company’s donation to be made in the Director’s name. A Director may
revise or revoke such recommendation prior to his or her death by signing
a new recommendation form and submitting it to the Company.
	 
	 	 	Subject to Section 4, donations to the charities designated by a Director
and requested to be irrevocable, will become irrevocable upon the
earliest of (a), (b), or (c) below, and donations to all charities
designated by a Director will become irrevocable upon the earlier of (a)
or (b) below:






	 	(a)	 	The election by the Company, in its sole discretion, within
one year of the date of the request by the Director that the Company
make an irrevocable commitment of a future donation to the
designated charity,





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	 	(b)	 	The death of the Director, or
	 
	 	(c)	 	With regard to a former member of the Board of Phillips
Petroleum Company who participated in the Phillips Petroleum Company
Director Charitable Contribution Program, the occurrence of any of
the events listed in the definition of “Coverage Date” under the
Workforce Stabilization Plan of Phillips Petroleum Company.






	4.	 	ORGANIZATIONS






	 	 	In order to be eligible to a receive a donation, an Organization must at
the time of its designation by a Director, and at the time a donation is
to be made in whole or in part, qualify for tax-exempt status under
section 501(c)(3) of the Internal Revenue Code and be reviewed and
approved by the Company. An Organization will be approved by the Company
if the Company determines, in the exercise of good faith judgment, that
the donation will be deductible from taxable income for purposes of
federal and other income taxes payable by the Company and unless the
Company determines, in the exercise of good faith judgment, that a
donation to the Organization would be detrimental to the best interests
of the Company. Private foundations are not eligible to receive
donations under the Program.
	 
	 	 	Non-U.S. Directors may designate qualified educational and charitable
organizations in their countries of citizenship, provided that each
designated organization has a tax-exempt status that is similar to
comparable U.S.-based organizations under section 501(c)(3) of the
Internal Revenue Code.






	5.	 	AMOUNT AND TIMING OF DONATION






	 	 	Each Director may recommend one Organization to receive a Company
donation of $1,000,000, or two or more Organizations to receive donations
aggregating $1,000,000. Each Organization must be recommended to receive
a donation of at least $100,000. The donation will be made by the
Company in five equal annual installments, with the first installment to
be made as soon as practicable after the death of the Director or former
Director. If a Director recommends more than one Organization to receive
a donation, each will receive a prorated portion of each annual
installment. Each annual installment payment will be divided among the
Organizations in the same proportion as the total donation amount has
been allocated among the Organizations by the Director.






	6.	 	VESTING






	 	 	Each Director will be fully vested in the Program upon completion of one
year of service as a Director.
	 
	 	 	The Board has authority not to make a donation if it determines that a
Former Director has willfully engaged in activity that is harmful to the
Company’s interest.






	7.	 	FUNDING AND PROGRAM ASSETS






	 	 	The Company may fund the Program, or it may choose not to fund the
Program. If the Company elects to fund the Program in any manner,
neither the Directors nor their recommended Organization(s) shall have
any rights or interests in any assets of the Company identified for such
purpose. Nothing contained in the Program shall create, or be deemed to
create, a trust, actual or constructive, for the benefit of a Director or
any organization recommended by a Director to receive a donation, or
shall give, or be deemed to give, any Director or recommended
Organization any interest in any assets of the Program or the Company.
If the Company elects to fund the Program through life insurance
policies, a participating Director agrees to cooperate and





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	 	 	fulfill the enrollment requirements necessary to obtain insurance on his
or her life. The Company may elect to insure certain Directors and not
others, may use single life, joint life, second-to-die, or other
policies, and may insure a Director for an amount greater than the
donation to be made on behalf of the Director. The Company, or one or
more of its subsidiaries, shall be the owner and the beneficiary of any
insurance policies obtained under the Program.






	8.	 	AMENDMENT OR TERMINATION






	 	 	The Board of Directors may amend, suspend, or terminate this Program at
any time without the consent of the Directors or former Directors
participating in the Program.






	9.	 	ADMINISTRATION






	 	 	Except as otherwise specifically provided, the Program shall be
administered by the individual serving as the officer of the Company with
primary responsibility for Human Resources (the “Administrator”). The
Administrator may use such resources and personnel of the Company as may
be considered by the Administrator necessary or desirable to administer
the Program. The Administrator’s determination with respect to any
questions arising as to interpretation of the Program shall be final,
conclusive, and binding on all interested parties.





 

 

Pursuant to Board Resolution

July 1, 2003




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