Exhibit 10.17


 


AMENDED AND RESTATED BY
APPROVAL OF

THE DIRECTORS’ AFFAIRS COMMITTEE

NOVEMBER 18, 2005

RATIFIED BY APPROVAL OF

THE DIRECTORS’ AFFAIRS COMMITTEE

DECEMBER 9, 2005


 


DEFERRED COMPENSATION
PLAN

FOR

NON-EMPLOYEE DIRECTORS

OF

CONOCOPHILLIPS

(Amended and Restated Effective as of January 1, 2005)


 


Section 1.               Purpose
of the Plan


 


The purpose of the Deferred Compensation Plan for Non-Employee
Directors (“Plan”) is to provide a program whereby a member of the Board of
Directors of ConocoPhillips (“Company”) who is not an officer or present
employee of the Company or any of its subsidiaries (“Non-Employee Director”)
may elect to:


 


1)     receive
the payment of part or all of the Cash Compensation payable to the Non-Employee
Director (“Cash Payment”),


 


2)     defer
the payment of part or all of the Cash Compensation payable to the Non-Employee
Director (“Deferred Payment”), credited into an account or accounts established
from time to time for that purpose (a “Deferred Compensation Account”),


 


3)     receive part or all of the Cash
Compensation payable to the Non-Employee Director in shares of Unrestricted
Stock under the terms of the 1998 Stock and Performance Incentive Plan of
ConocoPhillips, the 2004 Omnibus Stock and Performance Incentive Plan of
ConocoPhillips, or a successor plan (“Unrestricted Stock Award”),


 


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4)     receive part or all of the Cash
Compensation in shares of Restricted Stock or Restricted Stock Units under the
terms of the 1998 Stock and Performance Incentive Plan of ConocoPhillips, the
2004 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, or a
successor plan (“Restricted Stock Award”),


 


5)     delay
the lapsing of restrictions on Restricted Stock, or delay the lapsing of
restrictions and settlement of Restricted Stock Units, issued prior to January
1, 2003 due to the attainment of certain ages under the terms of the Phillips
Petroleum Company Stock Plan for Non-Employee Directors, and to delay the
lapsing on any Restricted Stock, or the lapsing of restrictions and settlement
of Restricted Stock Units, issued on or after January 1, 2003, under the terms
of the 1998 Stock and Performance Incentive Plan of ConocoPhillips, the 2004
Omnibus Stock and Performance Incentive Plan of ConocoPhillips, or a successor
plan.


 


6)     defer
the value of shares of unrestricted Common Stock which would otherwise be
delivered to the Non-Employee Director as a result of restrictions being lapsed
on shares of Restricted Stock or when Restricted Stock Units or similar Awards
have restrictions lapse and are settled due to the attainment of certain ages
or at Retirement under the terms of the Phillips Petroleum Company Stock Plan
for Non-Employee Directors and/or the 1998 Stock and Performance Incentive Plan
of ConocoPhillips, the 2004 Omnibus Stock and Performance Incentive Plan of
ConocoPhillips, or a successor plan, or under the terms of the grant of such
Awards (“Value of Restricted Stock, Restricted Stock Units or Awards”);
provided, however, that this paragraph 5) shall apply to Restricted Stock,
Restricted Stock Units, or similar Awards that were earned and vested on or
before December 31, 2004.


 


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The amount of total compensation which is paid to the
Non-Employee Director for services rendered as a Non-Employee Director is set
by resolution of the Board of Directors and is comprised of a portion paid in
cash (“Cash Compensation”) and a portion paid in Restricted Stock and/or
Restricted Stock Units (“Stock Compensation”) of ConocoPhillips common stock
$.01 par value (“CP Common Stock”).  Cash
Compensation shall be earned for service as a Non-Employee Director over each
calendar month in which the Non-Employee Director is a member of the Board of
Directors of ConocoPhillips and not an officer or employee of ConocoPhillips or
any of its subsidiaries.  Any Cash
Compensation payable as a result of assignment to a particular committee of the
Board of Directors of ConocoPhillips, chairmanship of a committee, or similar
duties shall be deemed to be earned for any calendar month in which the
assignment, chairmanship, or similar duties exist.  Stock Compensation shall be earned annually
by those Non-Employee Directors who are members of the Board of Directors on
the grant date of the Stock Compensation.


 


This Plan is amended and restated with the intention
to comply with section 409A of the United States Internal Revenue Code of the
Internal Revenue Code of 1986, as amended (the “IRC”), which became generally
effective on January 1, 2005, and any regulations or other applicable guidance
thereon, and shall be construed accordingly. 
It is intended that provisions of the Plan dealing with Cash
Compensation or Stock Compensation earned and vested prior to January 1, 2005,
shall continue as in effect prior to that date as “grandfathered” provisions
and not be considered to be materially modified by this amendment and
restatement.  Effective times of various
provisions herein are stated where necessary to delineate grandfathered
provisions from those effective on January 1, 2005, designed to comply with
section 409A of the IRC.


 


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Section 2.               Elections


 


(a)         Cash
Payment.  For each calendar year, a
Non-Employee Director may elect to have payment of part or all of the
Non-Employee Director’s Cash Compensation paid in cash in each month earned. On
or before December 20 (or such other date in December as may be set from time
to time for the orderly administration of the Plan) of each year, the election
to receive Cash Compensation to be paid in the next calendar year may be made
by giving written notice thereof in the manner prescribed by the Company,
except that such election may be made by the end of the 30-day period after a
Non-Employee Director is first elected to the Board of Directors. The election
becomes irrevocable on December 31 of the calendar year prior to the year in
which the Cash Compensation is to be earned. 
In default of a timely election otherwise, a Non-Employee Director shall
receive Cash Compensation.


 


(b)        Deferred
Payment.  For each calendar year, a
Non-Employee Director may elect to have payment of part or all of the
Non-Employee Director’s Cash Compensation deferred. On or before December 20
(or such other date in December as may be set from time to time for the orderly
administration of the Plan) of each year, the election to defer Cash
Compensation that would otherwise be paid in the next calendar year may be made
by giving written notice thereof in the manner prescribed by the Company,
except that such election may be made by the end of the 30-day period after a
Non-Employee Director is first elected to the Board of Directors, to be
effective for any Cash Compensation for that year earned beginning the month
after such election is made. The election becomes irrevocable on December 31 of
the calendar year prior to the year in which the Cash Compensation is to be
earned.


 


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(c)         Unrestricted
Stock Award.  For each calendar year,
a Non-Employee Director may elect to receive Unrestricted Stock for part or all
of the Cash Compensation that would otherwise be paid in the next calendar
year. On or before December 20 (or such other date in December as may be set
from time to time for the orderly administration of the Plan) of each year,
such election to receive Unrestricted Stock instead of cash may be made by
giving written notice thereof in the manner prescribed by the Company, except
that such election may be made by the end of the 30-day period after a
Non-Employee Director is first elected to the Board of Directors, to be
effective for any Cash Compensation for that year. Such election to receive
Unrestricted Stock becomes irrevocable on December 31 of the calendar year
prior to the year in which the Cash Compensation is to be earned.


 


(d)        Restricted
Stock Award.  For each calendar year,
a Non-Employee Director may elect to receive Restricted Stock Units (or, prior
to January 1, 2005, Restricted Stock) for part or all of the Cash Compensation
that would otherwise be paid in the next calendar year. On or before December
20 (or such other date in December as may be set from time to time for the
orderly administration of the Plan) of each year, such election to receive
Restricted Stock instead of cash may be made by giving written notice thereof
in the manner prescribed by the Company, except that such election may be made
by the end of the 30-day period after a Non-Employee Director is first elected
to the Board of Directors, to be effective for any Cash Compensation for that
year earned beginning the month after such election is made. Such election to
receive Restricted Stock or Restricted Stock Units becomes irrevocable on
December 31 of the calendar year prior to the year in which the Cash Compensation
is to be earned.


 


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(e)         Restricted
Stock Lapsing or Restricted Stock Units Settled.


 


(i)            For Restricted Stock Units issued in
exchange for shares of Restricted Stock pursuant to the Exchange Offer
initiated by Phillips Petroleum Company on December 17, 2001, Non-Employee
Directors who are or will become 65 years of age prior to the end of that
calendar year may elect to delay the lapsing of restrictions on such Restricted
Stock Units that would otherwise be lapsed and to delay the receipt of shares
of CP Common Stock that would otherwise be delivered in settlement of such
Restricted Stock Units, based on their age under the terms of the Phillips
Petroleum Company Stock Plan for Non-Employee Directors, until the day the
Director retires from the Board of Directors. The Non-Employee Director must
make the elections specified in this Section 2(e)(i) by giving written notice
thereof in the manner prescribed by the Company on or before December 20 (or such
other date in December as may be set from time to time for the orderly
administration of the Plan) of that year. Such election to delay the lapsing of
restrictions on Restricted Stock or the settlement of Restricted Stock Units or
Awards becomes irrevocable after the date for making such election.  Such election shall apply to any Restricted
Stock Units granted in exchange for shares of Restricted Stock pursuant to the
Exchange Offer initiated by Phillips Petroleum Company on December 17, 2001.


 


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(ii)           For Restricted Stock and/or Restricted
Stock Units issued other than as described in Section 2(e)(i) above, but issued
on or before March 15, 2005, Non-Employee Directors may elect to set the time
and form of settlement of such Restricted Stock and/or Restricted Stock Units
as CP Common Stock by elections made on or before March 15, 2005 (which such
elections shall become irrevocable on March 15, 2005; provided, however, that a
subsequent change in the time or form of payment may be allowed pursuant to the
subsequent election provisions set forth in Section 4(b)(ii) of this
Plan).  Such initial elections made on or
before March 15, 2005, shall be on the forms attached as Exhibits to this Plan,
the terms of which are incorporated herein by reference.  In the event an initial election is not
timely made with regard to a particular Award of Restricted Stock and/or
Restricted Stock Units described in this Section 2(e)(ii), then restrictions on
such Award shall lapse on the earlier of the death or the date six months after
the date of separation from service, whether by retirement, disability, or
otherwise (than death), of the Non-Employee Director to whom the Award was
granted.  Separation from service shall
mean the termination of the Non-Employee Director’s service with the Board of
Directors of ConocoPhillips or any successor company, and shall be interpreted
to accord with the term “separation from service” as used in section 409A of
the IRC.  Notwithstanding anything in
this Plan or on an election to the contrary, if the Plan or the election would
otherwise lapse restrictions on an Award of Restricted Stock and/or Restricted
Stock Units described in this Section 2(e)(ii) and settle unrestricted stock in
a lump sum on the separation from service of a Non-Employee Director, such
lapsing shall not occur and such settlement shall not be made until


 


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the earlier of the death
of the Non-Employee Director or the date which is six months after the date of
such Non-Employee Director’s separation from service.


 


(iii)          For Restricted Stock and/or Restricted
Stock Units issued after March 15, 2005, Non-Employee Directors may elect to
set the time and form of settlement of such restricted Stock and/or Restricted
Stock Units as CP Common Stock by elections made prior to the calendar year in
which such Restricted Stock and/or Restricted Stock Units are granted.  Such elections shall become irrevocable on
December 31 of the calendar year in which they are made; provided, however,
that a subsequent change in time or form of payment may be allowed pursuant to
the subsequent election provisions of Section 4(b)(ii) of this Plan.  Such elections shall be on the form or forms
attached as Exhibits to this Plan from time to time, the terms of which shall
be incorporated herein by reference.  In
the event an initial election is not timely made with regard to a particular
Award of Restricted Stock and/or Restricted Stock Units described in this Section
2(e)(ii), then restrictions on such Award shall lapse upon the earlier of the
death or the date six months after the date of separation from service, whether
by retirement, disability, or otherwise (than death), of the Non-Employee
Director to whom the Award was granted. 
Notwithstanding anything in this Plan or on an election to the contrary,
if the Plan or the election would otherwise lapse restrictions on an Award of
Restricted Stock and/or Restricted Stock Units described in this Section
2(e)(iii) and settle unrestricted stock in a lump sum on the separation from
service of a Non-Employee Director, such lapsing shall not occur and such
settlement shall not be made until the earlier of the death of the Non-Employee
Director or the date which is six


 


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months after the date of
such Non-Employee Director’s separation from service.


 


(iv)          Awards of Restricted Stock and/or
Restricted Stock Units are made for services performed by the Non-Employee
Director in the year in which the Award is made, not with regard to any prior
year or later year service.


 


(f)         Value
of Restricted Stock and Restricted Stock Units.


 


(i)          Each
year Non-Employee Directors who were directors of Phillips Petroleum Company
and who are or will become 65 years of age prior to the end of that calendar
year may make an election concerning the deferral of the receipt of the value
of all or part of the Common Stock which would otherwise be delivered to the
Non-Employee Director as a result of restrictions being lapsed on shares of
Restricted Stock or and the settlement of Restricted Stock Units or similar
Awards issued prior to January 1, 2002, based on their age under the terms of
the Phillips Petroleum Company Stock Plan for Non-Employee Directors.


 


(ii)         If
the Non-Employee Director who was a director of Phillips Petroleum Company has
previously elected to delay the lapsing of restrictions on Restricted Stock or
the settlement of Restricted Stock Units or similar Awards granted prior to
January 1, 2002, until the Director retires from the Board of Directors or if
restrictions are to lapse on any Restricted Stock or if Restricted Stock Units
or similar Awards are to be settled at the time the Director retires from the
Board of Directors, or if the Non-Employee Director Retires from the Board
prior to being given an opportunity to make such election, such Non-Employee
Director may make an election concerning the deferral of the receipt of the
value of all or part of the Common Stock or the cash payment that would
otherwise be delivered to the Non-Employee Director as a


 


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result of restrictions
being lapsed on shares of Restricted Stock or the settlement of Restricted
Stock Units or Awards when the Director retires from the Board of Directors.


 


(iii)        The
Non-Employee Director must make the election specified in Sections 2 (f) (i)
and (ii) herein by giving written notice on or before December 20 (or such
other date in December as may be set from time to time for the orderly
administration of the Plan) of the applicable year, or as soon as practicable
prior to the Director’s Retirement from the Board if such Director would
receive shares of Common Stock or a cash payment as a result of restrictions
being lapsed on shares of Restricted Stock or the settlement of Restricted
Stock Units or Awards under the terms of the Phillips Petroleum Company Stock
Plan for Non-Employee Directors or the 1998 Stock and Performance Incentive
Plan of ConocoPhillips or the terms of the Award. Such election to defer the
value of Restricted Stock or Restricted Stock Units or Awards becomes
irrevocable after the date for making such election.


 


Section 3.               Deferred
Compensation Accounts


 


(a)         Credit
for Deferral.  The Company will establish
and maintain Deferred Compensation Accounts for each Non-Employee Director who
defers Cash Compensation and/or the Value of Restricted Stock or Restricted
Stock Units or Awards in which will be credited the amounts deferred for the
year to which the deferral relates. Amounts deferred shall be credited as soon
as practicable but not later than 30 days after the date the payment would
otherwise have been made. The value of the underlying Restricted Stock or
Restricted Stock Units or Awards i) for any Restricted Stock or Restricted
Stock Units issued prior to


 


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January 1, 2003 shall be
the higher of (a) the average of the high and low selling prices of the Common
Stock on the date the restrictions lapse or the shares are to be delivered, as
applicable, or the last trading day before such date, if such date is not a
trading day, or (b) the average of the high three monthly Fair Market Values of
the Common Stock during the twelve calendar months preceding the month in which
the restrictions lapse or the shares are to be delivered, as applicable and ii)
for any Restricted Stock or Restricted Stock Units issued, including all
dividends that are reinvested, on or after January 1, 2003 shall be the monthly
average Fair Market Value of the calendar month preceding the month in which
the restrictions lapse or the cash payment or shares are to be delivered as
applicable. The monthly average Fair Market Value of the Common Stock is the
average of the daily Fair Market Value of the Common Stock for each trading day
of the month. The daily Fair Market Value of the Common Stock shall be deemed
equal to the average of the reported highest and lowest sales prices per share
of such Common Stock as reported on the composite tape of the New York Stock
Exchange transactions.


 


(b)        Designation
of Investments.  The amount in each
Non-Employee Director’s Deferred Compensation Account shall be deemed to have
been invested and reinvested from time to time, in such “eligible securities”
as the Non-Employee Director shall designate. Prior to or in the absence of a
Non-Employee Director’s designation, the Company shall designate an “eligible
security” in which the Non-Employee Director’s Deferred Compensation Account
shall be deemed to have been invested until designation instructions are
received from the Non-Employee Director. Eligible securities are those
securities designated by the Chief Financial Officer of the Company. The Chief
Financial Officer of the Company may include as eligible securities, stocks
listed on a national securities exchange, and bonds,


 


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notes, debentures,
corporate or governmental, either listed on a national securities exchange or
for which price quotations are published in The Wall Street Journal and shares
issued by investment companies commonly known as “mutual funds”. The
Non-Employee Director’s Deferred Compensation Account will be adjusted to
reflect the deemed gains, losses and earnings as though the amount deferred was
actually invested and reinvested in the eligible securities for the
Non-Employee Director’s Deferred Compensation Account.


 


Notwithstanding anything
to the contrary in this Section 3(b), in the event the Company actually
purchases or sells such securities in the quantities and at the times the
securities are deemed to be purchased or sold for a Non-Employee Director’s
Deferred Compensation Account, the Account shall be adjusted accordingly to
reflect the price actually paid or received by the Company for such securities
after adjustment for all transaction expenses incurred (including without
limitation brokerage fees and stock transfer taxes).


 


In the case of any deemed
purchase not actually made by the Company, the Deferred Compensation Account
shall be charged with a dollar amount equal to the quantity and kind of
securities deemed to have been purchased multiplied by the fair market value of
such security on the date of reference and shall be credited with the quantity
and kind of securities so deemed to have been purchased. In the case of any
deemed sale not actually made by the Company, the account shall be charged with
the quantity and kind of securities deemed to have been sold, and shall be
credited with a dollar amount equal to the quantity and kind of securities
deemed to have been sold multiplied by the fair market value of such security
on the date of reference. As used


 


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herein “fair market value”
means in the case of a listed security the closing price on the date of
reference, or if there were no sales on such date, then the closing price on
the nearest preceding day on which there were such sales, and in the case of an
unlisted security the mean between the bid and asked prices on the date of
reference, or if no such prices are available for such date, then the mean
between the bid and asked prices to the nearest preceding day for which such
prices are available.


 


The Treasurer may also
designate a Fund Manager to provide services which may include recordkeeping,
Non-Employee Director accounting, Non-Employee Director communication, payment
of installments to the Non-Employee Director, tax reporting and any other
services specified by the Company in agreement with the Fund Manager.


 


(c)         Payments.  A Non-Employee Director’s Deferred
Compensation Account shall be debited with respect to payments made from the
account pursuant to this Plan as of the date such payments are made from the
account. The payment shall be made as soon as practicable, but no later than 2
1⁄2  months after the end of the calendar
year in which the payment date falls.


 


If any person to whom a
payment is due hereunder is under legal disability as determined in the sole
discretion of the Chief Executive Officer, the Company shall have the power to
cause the payment due such person to be made to such person’s guardian or other
legal representative for the person’s benefit, and such payment shall
constitute a full release and discharge of the Company and any fiduciary of the
Plan.


 


(d)        Statements.  At least one time per year the Company or the
Company’s designee will furnish each Non-Employee Director a written statement
setting forth the current balance in the Non-Employee Director’s Deferred
Compensation Account, the amounts credited or


 


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debited to such account
since the last statement and the payment schedule of deferred amounts and
deemed gains, losses and earnings accrued thereon as provided by the deferred
payment option selected by the Non-Employee Director.


 


Section 4.               Deferred
Payment Options


 


(a)         Payment
Options for Cash Compensation and the Value of Restricted Stock or Restricted
Stock Units or Awards for Deferred Compensation Accounts Established for Amounts
Earned and Vested Prior to 2005. 
With regard to Deferred Compensation Accounts established for Cash
Compensation or Stock Compensation earned and vested prior to January 1, 2005,
a Non-Employee Director, at the time an election to defer Cash Compensation or
the Value of Restricted Stock or Restricted Stock Units or Awards is made,
shall also specify in writing whether the Cash Compensation or the Value of
Restricted Stock or Restricted Stock Units or Awards deferred by such election
and any deemed gains, losses and earnings accrued thereon is to be paid in one
lump sum or in annual installments of not less than 1 nor more than 10.  The lump sum payment will be made or the
first installment will begin as soon as practicable after the first day of the
calendar quarter which is on or after the Non-Employee Director’s retirement,
or the Director may specify that the lump sum be paid the first day of any
calendar quarter following retirement from the Board except that the date must
be at least one year from the date the election is made. After a Non-Employee
Director first selects a payment option, all subsequent deferrals of Cash
Compensation and/or the Value of Restricted Stock or Restricted Stock Units or
Awards will have the same payment option.


 


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(b)        Payment
Option Revision.


 


(i)          With
regard to Deferred Compensation Accounts established for Cash Compensation or
Stock Compensation earned and vested prior to January 1, 2005, a Non-Employee
Director may at any time during a period beginning 365 days prior to and ending
no later than December 20 (or such other date in December as may be set from
time to time for the orderly administration of the Plan) prior to the date the
Non-Employee Director terminates Board service due to (a) not being nominated
for election to the Board; or (b) not being reelected to Board service after
being so nominated; or (c) resignation from Board service as a result of the
Director’s disability or any reason acceptable to a majority of the remaining
members of the Board of Directors (“Retires” or “Retirement”), or as soon as
practicable prior to Retirement in the manner prescribed by the Company, revise
such payment option and select one of the following payment options in place of
such payment option:


 


(A)  a
lump sum,


 


(B)   annual
installments of not less than 1 nor more than 15,


 


C)    semi-annual
installments of not less than 1 nor more than 30, or


 


D)    quarterly
installments of not less than 1 nor more than 60, with the lump sum to be paid
or first installment to commence, as soon as practicable following any date
specified by the Non-Employee Director so long as such date is the first day of
a calendar quarter, is on or after the Non-Employee Director’s Retirement Date,
is at least one year from the date the payment option was revised and is no
later than five


 


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E) years after the
Non-Employee Director’s Retirement Date.


 


(ii)         With
regard to Deferred Compensation Accounts established for Cash Compensation or
Stock Compensation that was not both earned and vested prior to January 1,
2005, and with regard to Awards of Restricted Stock and/or Restricted Stock
Units made to the Non-Employee Director (other than Awards made pursuant to the
Exchange Offer initiated by Phillips Petroleum Company on December 17, 2001), a
Non-Employee Director may make a subsequent change to an earlier election with
regard to any such Deferred Compensation Account or Award.  Such subsequent change may change either the
time or the form of payment or both as to any particular Deferred Compensation
Account or Award.  Such subsequent change
shall not become effective unless one year passes after such subsequent change
is made and no event or time that would cause payment to be made under the
election that is being changed has occurred. 
Any such subsequent change shall increase by at least five years the
date on which payment will be made from the date on which payment would have
been made under the election that is being changed.  The Non-Employee Director is allowed to make
no more than three such subsequent changes per Deferred Compensation Account or
Award.  With regard to a Deferred
Compensation Account or Award as to which an election is in effect to take
payments in installments, such installments shall be considered to be a single
payment commencing on the first date an installment payment is scheduled to be
made, in accordance with Proposed Treasury Regulation 1.409A-2(b)(2)(iii).


 


(c)         Installment
Amount.  The amount of each
installment shall be determined by dividing the


 


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balance in the
Non-Employee Director’s Deferred Compensation Account as of the date the
installment is to be paid, by the number of installments remaining to be paid
(inclusive of the current installment) or such other installment option that
may be offered.


 


Section 5.                       Death
of Non-Employee Director


 


Upon the death of a Non-Employee Director, the Non-Employee Director’s
beneficiary or beneficiaries designated in accordance with Section 6 of this
Plan, or, in the absence of an effective beneficiary designation, the surviving
spouse, or the Estate of the deceased Non-Employee Director, in that order of
priority, shall receive the beneficiary’s or beneficiaries’ portion of the
payments in accordance with the deferred payment schedule selected by the
Non-Employee Director, whether the Non-Employee Director’s death occurred
before or after such payments have commenced; provided, however, such payments
out of a Deferred Compensation Account (established before January 1,
2005, or with regard to an Award of Restricted Stock Units that was subject to
the Exchange offer initiated by Phillips Petroleum Company on December 17,
2001, may be made in a different manner if the beneficiary or beneficiaries
entitled to receive such payments, due to an unanticipated emergency caused by
an event beyond the control of the beneficiary or beneficiaries that results in
financial hardship to the beneficiary or beneficiaries, so requests and the
Vice President Human Resources gives written consent to the method of payment
requested.


 


Section 6.               Designation of
Beneficiary


 


Each Non-Employee Director who defers under this Plan shall designate a
beneficiary or beneficiaries to receive the entire balance of the Non-Employee
Director’s Deferred


 


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Compensation Account by giving signed written notice of such
designation in the manner prescribed by the Company. Each Non-Employee Director
who has an Award of Restricted Stock and/or Restricted Stock Units shall
designate a beneficiary or beneficiaries to receive any such Restricted Stock
ad Restricted Stock Units by giving signed written notice of such designation
in the manner provided by the Company. 
The Non-Employee Director may from time to time change or cancel any
previous beneficiary designation in the same manner. The last written
beneficiary designation received by the Company shall be controlling over any
prior designation and over any testamentary or other disposition. After receipt
by the Company of such written designation, it shall take effect as of the date
on which it was signed by the Non-Employee Director, whether the Non-Employee
Director is living at the time of such receipt, but without prejudice to the
Company on account of any payment made under this Plan before receipt of such
designation.


 


Section 7.                       Nonassignability


 


The right of a Non-Employee Director or beneficiary or other person who
becomes entitled to receive payments under this Plan shall not be pledged,
assigned or subject to garnishment, attachment or any other legal process by
the creditors of or other claimants against the Non-Employee Director,
beneficiary, or other such person.


 


Section 8.                       Administration,
Interpretation and Amendment


 


The Plan shall be administered by the Chief Executive Officer of the
Company or his designee. The decision of the Chief Executive Officer with
respect to any questions arising as to the interpretation of this Plan,
including the severability of any and all of the provisions thereof,


 


18

















 


shall be final, conclusive and binding. The Company reserves the right
to amend this Plan from time to time or to terminate the Plan entirely,
provided, however, that no amendment may affect the balance in a Non-Employee
Director’s account on the effective date of the amendment.


 


Section 9.               Nonsegregation


 


Amounts deferred pursuant to this Plan and the crediting of amounts to
a Non-Employee Director’s Deferred Compensation Account 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
Non-Employee Director 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 Account.


 


Section 10.                     Funding


 


All amounts payable under the Plan are unfunded and unsecured benefits
and shall be paid solely from the general assets of the Company and any rights
accruing to the Non-Employee Director or the beneficiary under this Plan shall
be those of an unsecured general creditor; provided, however, that the Company
may establish a grantor trust to pay part or all of its Plan payment
obligations so long as the Plan remains unfunded for federal tax purposes.


 


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Section 11.                     Miscellaneous


 


(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 Delaware except to the extent that said laws have been
preempted by the laws of the United States.


 


Section 12.             Continuing
Directors and Noncontinuing Directors


 


Notwithstanding anything contained in this Plan to the contrary:


 


(a)           Elections
made by a Non-Employee Director who is a member of the board of directors (the “ConocoPhillips
Board”) of ConocoPhillips (a “Continuing Director”) immediately following the
closing (the “Closing”) of the transactions (the “Merger”) contemplated by the
Agreement and Plan of Merger dated as of November 18, 2001 by and among
Phillips Petroleum Company, CorvettePorsche Corp., Porsche Merger Corp.,
Corvette Merger Corp., and Conoco Inc. (the “Merger Agreement”) shall be
effective for the following compensation received from ConocoPhillips with
respect to service as a Continuing Director for the portion of calendar year
2002 that follows the Closing, without any action on the part of such
Continuing Director, Phillips Petroleum Company, Conoco Inc., or ConocoPhillips:
(i) the deferral of the receipt of Cash Compensation, (ii) the receipt of
Unrestricted Stock in lieu of Cash Compensation or Stock Compensation, (iii)
the receipt of Restricted Stock in lieu of Cash Compensation or Stock
Compensation, (iv) the deferral of the lapsing of restrictions on Restricted
Stock


 


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that would otherwise lapse, (v) the deferral of
receipt of the value of all or part of the Common Stock which would otherwise
be delivered to the Continuing Director as a result of restrictions being
lapsed; and (vi) the deferral of receipt of a lump sum payment from the
Non-employee Director Retirement Plan.


 


(b)           ConocoPhillips
shall be the co-sponsor of this Plan and shall be the obligor hereunder with
respect to compensation of Continuing Directors for services on the
ConocoPhillips Board that is deferred hereunder.


 


(c)           A
Continuing Director shall not be deemed to have “retired” or otherwise
terminated service as a Non-Employee Director for any purpose of this Plan
solely as a result of such director’s ceasing to be a director of Phillips
Petroleum Company or of Conoco Inc. in connection with the Merger, and no
distributions of the Continuing Directors’ account balances under the Plan
shall be made solely as a result of the consummation of the transactions
contemplated by the Merger Agreement. For any Continuing Director, service as a
member of the ConocoPhillips Board shall be treated as service as a
Non-Employee Director, and “retirement” or any other termination of service
from the ConocoPhillips Board shall be deemed to be a retirement or termination
of service (as applicable) as a Non-Employee Director for all purposes of this
Plan.


 


(d)           Each
individual who ceases to be a Non-Employee Director in connection with the
Merger who is not a Continuing Director shall be deemed to have retired as of
the Closing Date for purposes of this Plan (including, without limitation, for
purposes of Section 4).


 


(e)           This
Plan shall be considered the continuation of the similar prior plans of
deferred compensation for the non-employee directors of Phillips Petroleum
Company and of


 


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Conoco Inc., which shall be considered to have merged
into this Plan; provided, however, that for any non-employee director of
Phillips Petroleum Company or of Conoco Inc. who is not a Continuing Director
(including those who were not directors immediately before the Merger), the
terms and conditions of the prior plan applicable to such director shall govern
with regard to the benefits from that prior plan, unless explicitly provided to
the contrary in this Plan.


 


Section 13.                     Effective
Date of the Plan


 


This Plan is amended and restated effective as of January 1, 2005.


 


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Appendix
for Canadian Non-Employee Directors


 


Effective July 1, 2003, with regard to
any Non-Employee Director who shall be a citizen of Canada, residing in and
having a tax home in Canada, and not a citizen of the United States,
notwithstanding anything to the contrary in this Deferred Compensation Plan for
Non-Employee Directors of ConocoPhillips:


 


(1)           Any such Non-Employee Director shall not be
allowed to defer Cash Compensation into a Deferred Compensation Account or
elect to take Cash Compensation in the form of Unrestricted Stock;


 


(2)           Any such Non-Employee Director shall receive
any remaining monthly Cash Compensation in 2003 in the form of Restricted Stock
Units having the terms and conditions applicable to the annual Award made on
January 15, 2003; except that such Restricted Stock Units shall have
restrictions lapse and be settled in unrestricted shares of the Common Stock of
ConocoPhillips only upon the retirement, death, or loss of office of such Non-Employee
Director;


 


(3)           Any Restricted Stock Units granted to any
such Non-Employee Director on or after January 1, 2004, shall have
restrictions that lapse and be settled in unrestricted shares of ConocoPhillips
Common Stock only upon the retirement, death, or loss of office of such
Non-Employee Director.


 


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Appendix
for Norwegian Non-Employee Directors


 


Effective July 1, 2003, with regard to
any Non-Employee Director who shall be a citizen of Norway, residing in and
having a tax home in Norway, and not a citizen of the United States,
notwithstanding anything to the contrary in this Deferred Compensation Plan for
Non-Employee Directors of ConocoPhillips:


 


(1)           Any such Non-Employee Director shall not be
allowed to defer Cash Compensation into a Deferred Compensation Account, elect
to take Cash Compensation in the form of Unrestricted Stock, or elect to take
Cash Compensation in the form of Restricted Stock and/or Restricted Stock
Units;


 


(2)           Any such Non-Employee Director shall receive
any remaining monthly Cash Compensation in 2003 in the form of Restricted Stock
Units having the terms and conditions applicable to the annual Award made on
January 15, 2003; except that such Restricted Stock Units shall have restrictions
lapse and be settled in unrestricted shares of the Common Stock of
ConocoPhillips only upon the retirement, death, or loss of office of such
Non-Employee Director;


 


(3)           Any Restricted Stock Units granted to any
such Non-Employee Director on or after January 1, 2004, shall have
restrictions that lapse and be settled in unrestricted shares of ConocoPhillips
Common Stock only upon the retirement, death, or loss of office of such
Non-Employee Director.


 


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