Exhibit 10.10


 


ORIGINAL FOR EXECUTION


APPROVED VICE PRESIDENT HUMAN RESOURCES


EFFECTIVE JANUARY 1, 2005


 


KEY EMPLOYEE MISSED CREDITED SERVICE RETIREMENT PLAN OF


CONOCOPHILLIPS


 


PURPOSE


 


The
purpose of the Key Employee Missed Credited Service Retirement Plan of ConocoPhillips
(the “Plan”) is to attract and retain key employees by restoring retirement
benefits which are missing for certain periods of Company service. This Plan is
intended to be and shall be administered as an unfunded benefit plan for a
select group of Highly Compensated Employees.


 


PRE-AMERICAN
JOBS CREATION ACT OF 2004 (“AJCA”)


GRANDFATHERED
PROVISIONS


 


Benefits
under this Plan, formerly the Key Employee Missed Credited Service Retirement
Plan of Phillips Petroleum Company, (the “Phillips Plan”), that commenced prior
to January 1, 2005 (“AJCA-grandfathered benefits”), shall be subject
exclusively to the terms and conditions of the Phillips Plan in effect or
before October 3, 2004. No change in the ConocoPhillips Retirement Plan adopted
subsequent to such date and no change in the Phillips Plan or in the Key
Employee Missed Credited Service Retirement Plan of ConocoPhillips adopted
after such date shall apply to an AJCA-grandfathered benefit. Provided,
however, for purposes of this paragraph, benefits shall be deemed to have
commenced prior to January 1, 2005 and shall be AJCA-grandfathered benefits if
the relevant corporate officer or committee approved the employee’s petition
regarding time and form of payment before January 1, 2005 even if the benefit
commenced after December 31, 2004. The “relevant corporate officer or committee”
means the person or persons


 


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with
the authority under the Phillips Plan to approve a petition regarding the time
and form of payment.


 


SECTION
I. Definitions.


 


As
used in this Plan:


 


(a)           “Board” shall mean the board of directors of
the Company.


 


(b)           “Code” shall mean the Internal Revenue Code
of 1986, as amended from time to time.


 


(c)           “Committee” shall mean the Compensation
Committee of the Board of Directors of ConocoPhillips, a Delaware corporation.


 


(d)           “Company” shall mean a company or other
corporation which is a member of the control group of corporations (defined in
Code Section 414(b)) of which ConocoPhillips Company is a member.


 


(e)           “Employee” shall mean a person who is an
active participant in the Retirement Plan and who qualifies as a Highly
Compensated Employee who as of May 1, 1995 is classified on the Company’s
records as a job schedule 51 grades 32 and above, all schedule 66 job grades,
or a job schedule 70L grades 07 or 08.


 


(f)            “ERISA” shall mean the Employee Retirement
Income Security Act of 1974, as amended from time to time, or any successor
statute.


 


(g)           “Foreign Plan Offset” shall mean the amounts
of the vested monthly retirement income from the I.E.L. Pension Plan or foreign
retirement plans maintained or sponsored by the Company which is or would be
payable in the form of a single life annuity upon reaching normal retirement
age under such plans. If necessary, such retirement income shall be converted
into a dollar amount using the exchange rate for the effective date of the
Employee’s transfer onto the U.S. payroll (or the next business day rate if
there is no rate for that day) as published in the Wall Street Journal, and
shall be converted into a monthly


 


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single
life annuity using the actuarial standards set out in Section 5 of Article V of
the Retirement Plan for a deemed commencement date as of the first day of the
month of transfer into the Retirement Plan. The Foreign Plan Offset shall be
limited to no more than the amount by which the Missed Credited Service
Retirement Benefit of the Employee would have been increased by the Missed
Credited Service Months attributable to the months of participation in the
I.E.L. Pension Plan or other foreign plans.


 


(h)           “Highly Compensated Employee” shall mean an
Employee who is Highly Compensated within the meaning of ERISA Sections 3(36)
and 4(b)(5) subject to Section IV.


 


(i)            “Incentive Compensation Plan” shall mean the
Incentive Compensation Plan of the Company, or the Annual Incentive
Compensation Plan of Phillips Petroleum Company, or similar plan of a
Participating Subsidiary, or any similar or successor plans, or all, as the
context may require.


 


(j)            “Missed Credited Service Months” shall mean
the number of months during any employment period with the Company not included
as Credited Service in the Retirement Plan as calculated in Section II.


 


(k)           “Missed Credited Service Retirement Benefit”
shall mean the supplemental retirement benefit that would be calculated under
the Retirement Plan using as Credited Service the Missed Credited Service
Months in addition to the Credited Service and using Total Final Average
Earnings, without regard for Internal Revenue Service limitations relating to
Code Sections 401(a)(17) or 415, and reduced by:


 


(1)           any offset applied to the retirement benefit
which would be payable at normal retirement age due to a Foreign Plan Offset or
due to withdrawals or benefit commencement from the Retirement Plan or the Key
Employee Supplemental Retirement Plan, made in the manner specified in the
Retirement Plan, and


 


(2)           retirement benefits payable from the
Retirement Plan and from the Key


 


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Employee
Supplemental Retirement Plan.


 


(l)            “Participating Subsidiary” shall mean a
subsidiary of the Company, of which the Company beneficially owns, directly or
indirectly, more than 50% of the aggregate voting power of all outstanding
classes and series of stock, where such subsidiary has adopted one or more
plans making participants eligible for participation in this Plan.


 


(m)          “Plan” shall mean the Key Employee Missed
Credited Service Retirement Plan of ConocoPhillips, the terms of which are
stated in and by this document.


 


(n)           “Plan Administrator” shall mean the person
who is the highest level officer of the Company with primary responsibility for
human resources or such person’s successor.


 


(o)           “Retirement Plan” shall mean Title I of the
ConocoPhillips Retirement Plan (the Phillips Retirement Income Plan ), which is
qualified under Code Section 401(a). The following terms used in the Plan shall
be determined in accordance with the provisions of the Retirement Plan:


 


(1)           Approved Leave of Absence


 


(2)           Credited Service


 


(3)           Non-contributory Benefits Schedule and


 


(4)           Normal Retirement Date


 


(p)        “Total Final Average Earnings” shall mean the
average of the high 3 earnings, excluding Incentive Compensation Plan awards,
paid in consecutive years of the last 11 years, including the year prior in
which termination of employment occurs, plus the average of the high 3
Incentive Compensation awards for any of such last 11 years under the Incentive
Compensation Plan, whether paid or deferred, and shall include the value of any
special awards specified by the Committee to be included for final average
earnings purposes under the terms of the special awards when granted by the
Committee.


 


(q)        “Trustee” means the trustee of the grantor
trust established by the Trust Agreement


 


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between
the Company and Wachovia Bank, N.A. dated as of June 1, 1998, or any successor
trustee.


 


SECTION
II. Eligibility for Benefits.


 


Each
Employee shall be eligible for a Missed Credited Service Retirement Benefit as
a result of Missed Credited Service Months for service with the Company
(provided that the full number of months as calculated below exceeds one)
during any period of employment on the direct payroll of the Company which is
not included as Credited Service under the other rules of the Retirement Plan,
except for months attributable to the following:


 


(a)           Service while classified as an employee
eligible for participation in the Retirement Savings Plan of Phillips Petroleum
Company or its predecessor plans,


 


(b)           Service with a company prior to its
acquisition by the Company,


 


(c)           Service while classified on Company’s records
as a Temporary or Intermittent employee prior to January 1, 1990,


 


(d)           Service as a non-managerial retail marketing
outlet employee,


 


(e)           Service in a category which is specifically
excluded from the Retirement Plan by the definition of Employee or by Article
II of the Retirement Plan at the time the person becomes an Employee, with the
exception of international expatriates and foreign nationals,


 


(f)            Periods while on an Approved Leave of
Absence,


 


(g)           Service as an employee who has commenced
retirement benefits on or after his earliest Early Retirement Date and thereafter
resumes employment duties with the Company,


 


(h)           Service associated with absence due to a
strike,


 


(i)            Periods associated with absence due to
discharge, or


 


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(j)            An earlier employment period with the Company
followed by an absence from employment exceeding (i) 120 months from the end of
employment date if that date occurred on or before January 1, 1985, or (ii) 60
months from the end of employment date if that date occurred after January 1,
1985.


 


In calculating the Missed Credited Service Months
under this paragraph, the beginning and ending dates of an employment period
shall be deemed to be as follows:


 


	
  Actual Beginning or Ending
  Dates

  	
   

  	
  Deemed Date

  
	
   

  	
   

  	
   

  
	
  December
  17 through January 16

  	
   

  	
  January
  1

  
	
  January
  17 through February 16

  	
   

  	
  February
  1

  
	
  February
  17 through March 16

  	
   

  	
  March
  1

  
	
  March
  17 through April 16

  	
   

  	
  April
  1

  
	
  April
  17 through May 16

  	
   

  	
  May
  1

  
	
  May
  17 through June 16

  	
   

  	
  June
  1

  
	
  June
  17 through July 16

  	
   

  	
  July
  1

  
	
  July
  17 through August 16

  	
   

  	
  August
  1

  
	
  August
  17 through September 16

  	
   

  	
  September
  1

  
	
  September
  17 through October 16

  	
   

  	
  October
  1

  
	
  October
  17 through November 16

  	
   

  	
  November
  1

  
	
  November
  17 through December 16

  	
   

  	
  December
  1

  



 


For
the purposes of this Plan, the number of full months during any period of employment
will be determined by subtracting the beginning deemed date and actual year
from the ending deemed date and actual year. The Missed Credited Service Months
restored pursuant to the provisions of this Plan should be deemed to have been
completed under the Non-contributory Benefits Schedule of the Retirement Plan
but shall not entitle any


 


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Employee
to current service benefits, as described in Article IV of the Retirement Plan,
with respect to such period.


 


SECTION
III.  Plan Benefits.


 


Notwithstanding
anything to the contrary in this Plan, and subject to the AJCA Grandfather
Provisions of this Plan, the rules for calculating an Employee’s benefit under
this Plan will be applied consistently with good faith compliance with section
409A of the Internal Revenue Code of 1986 as amended; and any provisions of
this Plan to the contrary will be disregarded.


 


The
present value of Supplemental payments will be made in a lump sum in the amount
of the Missed Credited Service Retirement Benefit to the Employee or the
Employee’s surviving spouse (in the case of the death of an Employee prior to the
date his benefit under this Plan would otherwise commence). If applicable, the
lump sum death benefit shall be paid to the surviving spouse on the first of
the month after the eligible employee’s death.


 


SECTION
IV.  Form and Payment of Benefits.


 


Subject
to the AJCA Grandfather provisions of this Plan, payment of benefits shall be
as follows:


 


A.            The rules for payment of benefits to
employees listed on Schedule A attached to this plan (“Schedule A Employees”)
shall be as follows:


 


(1)           The benefit shall be paid as a straight life
annuity for the life of the Schedule A Employee commencing in December, 2005,
or if later, six months after Separation from Service. The Plan shall pay
simple interest at a rate of 3% per annum on each delayed payment from the
annuity starting date to December 1, 2005.


 


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(2)           Provided, however, notwithstanding subsection
A.(1),


 


(i)            a Schedule A Employee who is married may, on
or before December 1, 2005, elect, in writing, to receive a 50% joint and
survivor annuity with the spouse as survivor commencing in December, 2005, with
the rules regarding interest being as described in subsection (1) above; and


 


(ii)           Any Schedule A Employee may elect on or
before December 1, 2005, to cancel, in writing, participation in this Plan in
which case the Schedule A Employee shall receive the present value of his entire
accrued benefit under this Plan on or before December 31, 2005.


 


B.            Benefits that commence under this Plan after
2005 to an Employee who is not a Schedule A Employee shall be paid in a lump
sum on the later of the first day of the first calendar month after the day the
Employee becomes age 55 (or, if the Retirement Plan treats the Employee as
turning age 55 before that birth date, on the day he is treated as being age
55) or the first day of the seventh calendar month after Separation from
Service as that term is defined in section 409A of the Internal Revenue Code
and regulatory guidance thereunder (excluding death) but in no event before
November 1, 2006. If the applicable commencement date is the first day of the
seventh calendar month after Separation from Service, the Plan shall pay simple
interest at the 6 month T-Bill rate (as determined by the Plan Administrator)
in effect as of the annuity starting date. Such interest shall be paid from the
annuity starting date used in calculating the benefit under this Plan to the
commencement date.


 


SECTION
V. Method of Providing Benefits.


 


All
amounts payable under this Plan shall be paid solely from the general assets of
the Company


 


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and
any rights accruing to an eligible Employee or Retiree under the Plan shall be
those of a general creditor; provided, however, that the Company may establish
a grantor trust to satisfy part or all of its Plan payment obligations so long
as the Plan remains an unfunded excess benefit plan for purposes of Title I of
ERISA.


 


SECTION
VI. Nonassignability.


 


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


 


SECTION
VII. Administration.


 


(a)           The Plan shall be administered by the Plan
Administrator. The Plan Administrator may adopt such rules, regulations and
forms as deemed desirable for administration of the Plan and shall have the
discretionary authority to allocate responsibilities under the Plan to such
other persons as may be designated, whether or not employee members of the
Board.


 


(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;


 


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(3)           a description of any additional material or
information necessary to perfect the claim and an explanation of why such
material or information is necessary; and


 


(4)           an explanation of the following claims review
procedure set forth in paragraph (c) below.


 


(c)           Any claimant who feels that a claim has been
improperly denied in whole or in part by the Plan Administrator may request a
review of the denial by making written application to the Trustee. The claimant
shall have the right to review all pertinent documents relating to said claim
and to submit issues and comments in writing to the Trustee. Any person filing
an appeal from the denial of a claim must do so in writing within sixty days after
receipt of written notice of denial. The Trustee shall render a decision
regarding the claim within sixty days after receipt of a request for review,
unless special circumstances require an extension of time for processing, in
which case a decision shall be rendered within a reasonable time, but not later
than 120 days after receipt of the request for review. 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


 


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precedent
to the filing of any action to obtain any benefit or enforce any right which
any individual may claim hereunder. Notwithstanding anything to the contrary in
this Plan, these paragraphs (b), (c) and (d) may not be amended without the
written consent of a seventy-five percent (75%) majority of Participants and
Beneficiaries and such paragraphs shall survive the termination of this Plan
with all benefits accrued hereunder have been paid.


 


SECTION
VIII. Employment not Affected by Plan.


 


Participation
or nonparticipation in this Plan shall neither adversely affect any person’s
employment status, or confer any special rights on any person other than those
expressly stated in the Plan. Participation in the Plan by an Employee of the
Company or of a Participating Subsidiary shall not affect the Company’s or the
Participating Subsidiary’s right to terminate the Employee’s employment or to
change the Employee’s compensation or position.


 


SECTION
IX. Miscellaneous Provisions.


 


(a)           The Board reserves the right to amend or
terminate this Plan at any time, if, in the sole judgment of the Board, such
amendment or termination is deemed desirable; provided that the Company shall
remain liable for any benefits accrued under this Plan prior to the date of
amendment or termination.


 


(b)           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.


 


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(c)           No amount accrued or payable hereunder shall
be deemed to be a portion of an Employee’s compensation or earnings for the
purpose of any other employee benefit plan adopted or maintained by the
Company, nor shall this Plan be deemed to amend or modify the provisions of the
Retirement Plan.


 


(d)           The Plan shall be construed, regulated, and
administered in accordance with the laws of the State of Texas except to the
extent that said laws have been preempted by the laws of the United States.


 


 


CONOCOPHILLIPS


 


 


	
  By:

  	
  /s/
  Carin S. Knickel

  	
   

  	
  Dated:

  	
  December
  20, 2005

  	
   

  
	
   

  	
  Carin S. Knickel

  
	
   

  	
  Vice President, Human
  Resources

  



 


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