Exhibit
10.13.1


 


ORIGINAL FOR EXECUTION


APPROVED VP, HR DECEMBER 29,
2005


 


DEFINED CONTRIBUTION MAKE-UP PLAN


OF


CONOCOPHILLIPS


 


TITLE I


(Effective
for benefits earned and vested prior to


January 1,
2005)


 


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 this Plan is effective with regard
to benefits earned and vested prior to January 1, 2005, while Title II of
this Plan is effective with regard to benefits earned or vested after December 31,
2004.  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.


 


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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 designated by a
Participant to receive, in the event of death, any unpaid portion of a
Participant’s Benefit from this Plan. 
Any Participant may designate one or more persons primarily or
contingently as beneficiaries in writing upon forms supplied by and delivered
to the Company, and may revoke such designations in writing.  If a Participant fails to properly designate a beneficiary, then the Benefits
will be paid in


 


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the following order of
priority:


(i)            Surviving
spouse; then


(ii)           Surviving
children in equal shares; then


(iii)          To
the estate of the Participant.


 


(e)           “Benefit” shall mean an obligation of the Company to pay
amounts from this 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)           “CPSP” shall mean the ConocoPhillips
Savings Plan.


 


(i)            “Committee” shall mean the Compensation Committee of the
Board of Directors of ConocoPhillips or any successor committee with
substantially the same responsibilities.


 


(j)            “Company” shall mean ConocoPhillips Company, a Delaware
corporation, or any successor corporation.


 


(k)           “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.


 


(l)            “Employee” shall mean any individual who is a salaried
employee of the Company or any Participating Subsidiary.


 


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(m)          “Exchange Act” shall mean the Securities Exchange Act of
1934, as amended and in effect from time to time, or any successor statute.


 


(n)           “Highly Compensated Employee” shall mean an Employee whose
compensation exceeds the amount set forth in Code Section 401(a)(17), as
amended from time to time, or who is eligible to elect a voluntary salary
reduction under the provisions of the KEDCP.


 


(o)           “KEDCP” shall mean the Key Employee Deferred Compensation
Plan of ConocoPhillips or any similar or successor plan maintained by an
Affiliated Company.


 


(p)           “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.


 


(q)           “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, pursuant to which a portion of the
Amended


 


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and
Restated Conoco Inc. Salary Deferral & Savings Restoration Plan is
merged into this Plan effective October 3, 2003.


 


(r)            “Participant” shall mean an Employee who is eligible to
receive a Benefit from this Plan as a result of being a Highly Compensated
Employee and any person for whom a Supplemental Thrift Feature Account and/or a
Supplemental Stock Savings Feature Account is maintained.


 


(s)           “Participating Subsidiary” shall mean a subsidiary of
ConocoPhillips, which has adopted the CPSP, and one or more Employees of which
are Participants eligible to make deposits to the CPSP, or are eligible for
Benefits pursuant to this Plan.


 


(t)            “Pay” shall mean “Pay” as defined in the CPSP except without regard to Pay
Limitations or voluntary Salary Reduction under provisions of the KEDCP.


 


(u)           “Pay Limitations” shall mean the compensation limitations
applicable to the CPSP that are set forth in Code section 401(a)(17), as
adjusted.


 


(v)           “Plan Administrator” shall mean the Manager, Compensation and
Benefits, of the Company, or his successor.


 


(w)          “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


 


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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.


 


(x)            “Stock” shall mean shares of common stock, $0.01 par value,
issued by ConocoPhillips.


 


(y)           “Stock Savings Feature” shall mean the Stock Savings Feature of the CPSP.


 


(z)            “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.


 


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(aa)         “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.


 


(bb)         “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.


 


(cc)         “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.


 


(dd)         “Thrift Feature” shall mean the Thrift Feature of the CPSP.


 


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(ee)         “Trustee” shall mean the trustee of the grantor trust
established by the Trust Agreement between the Company (known then as Phillips
Petroleum Company) and Wachovia Bank, N.A. dated as of June 1, 1998, or
any successor trustee.


 


(ff)           “Valuation Date” shall mean “Valuation Date” as defined in
the CPSP.


 


Section 2.  Purpose.


 


The purpose of this Plan
is to provide supplemental benefits for those Highly Compensated Employees
whose benefits under the CPSP are affected by Pay Limitations or by a voluntary
reduction in salary under provisions of KEDCP. 
This Plan is intended to be and shall be administered as an unfunded
benefit plan for those Highly Compensated Employees, who are considered to be a
select group of management or highly compensated employees.


 


Section 3.  Eligibility.


 


Benefits may only be
granted to Highly Compensated Employees.


 


Section 4.  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


 


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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 4.1  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 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.


 


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Section 5.  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
Leveraged 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 Leveraged 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 Leveraged 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 Leveraged Stock Fund of the Supplemental Stock Savings
Feature Account shall have a value equivalent to a share in the Leveraged Stock
Fund of the CPSP.


 


Section 5.1  Supplemental Stock Savings Account Feature
Earnings


 


After being initially
invested in the Leveraged 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


 


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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 6.  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


 


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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 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 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


 


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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 hereunder.


 


(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


 


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all pertinent documents relating to the 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 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.


 


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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 Affiliated Group to change such person’s compensation or other
benefits or to terminate the employment of such person with or without cause.


 


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 or terminate this Plan at any time, and to delegate such
authority as the Board deems necessary or desirable; provided that no member of
the Board who is also a Participant shall participate in any action which has
the actual or potential effect of increasing his or her Benefits hereunder; and
further provided, the Company shall remain liable for any Benefits accrued under
this Plan prior to the date of amendment or termination.


 


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Section 11.  Unfunded Plan.


 


All amounts payable under
this Plan shall be paid solely from the general assets of the Company and any
rights accruing to a Participant under the Plan shall be those of a general
creditor; provided, however, that the Company or ConocoPhillips may establish
one or more grantor trusts to satisfy part or all of the Company’s Plan payment
obligations so long as the Plan remains unfunded for purposes of Title I of
ERISA.


 


Section 12.  Miscellaneous Provisions.


 


(a)           No
right or interest of a Participant under this Plan shall be assignable or
transferable, in whole or in part, directly or indirectly, by operation of law
or otherwise (excluding devolution upon death or mental incompetency), without
the prior consent of the Board.


 


(b)           This
Plan shall be restated and amended effective as of October 3, 2003.  Effective at that time, this Plan shall
assume 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 is 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


 


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book
entries made in accordance with the investment directions for each affected
Participant at such time.


 


(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 CPSP.


 


(d)           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.


 


(e)           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.


 


Executed this 29th
day of December 2005, effective as of January 1, 2005, with respect
to benefits earned and vested prior to January 1, 2005.


 


 


	
  /s/ Carin S. Knickel

  	
   

  
	
  Carin S. Knickel

  
	
  Vice President, Human
  Resources

  



 


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