Exhibit
10.13.2


 


ORIGINAL FOR
EXECUTION

APPROVED VP, HR DECEMBER 29, 2005


 


DEFINED CONTRIBUTION MAKE-UP PLAN

OF

CONOCOPHILLIPS


 


TITLE II

(Effective for benefits earned or vested after

December 31, 2004)


 


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. Earnings, gains, and losses
shall be allocated to the Title of the Plan to which the underlying obligations
giving rise to them are allocated.


 


This Title II of the Plan is intended (1) to comply with 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 any corporation or other
entity that is treated as a single employer with the Company under section
414(b) or (c) of the Code.


 


(b)           “Affiliated Group” shall mean the Company 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 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)           “Company” shall mean ConocoPhillips Company, a Delaware
corporation, or any 


 


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successor corporation. The Company is a subsidiary of
ConocoPhillips.


 


(i)            “ConocoPhillips” shall mean ConocoPhillips, a Delaware
corporation, or any successor corporation. ConocoPhillips is a publicly held
corporation and the parent of the Company.


 


(j)            “CPSP” shall mean the ConocoPhillips
Savings Plan.


 


(k)           “CPSP Pay”
shall mean “Pay”
as defined in the CPSP.


 


(l)            “DCMP Pay” shall mean “Pay” as defined in the CPSP without regard to Pay Limitations
or voluntary salary reduction under provisions of the KEDCP.


 


(m)          “Election Form” shall mean a written form, including one in
electronic format, provided by the Plan Administrator pursuant to which a Participant
may elect the time and form of payment of his or her Benefit.


 


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


 


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


 


(p)           “Frozen Plan” shall mean Title I of the Defined Contribution
Make-Up Plan of ConocoPhillips.


 


(q)           “Highly Compensated Employee” shall mean an Employee whose
DCMP Pay 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.


 


(r)            “Investment Options” shall mean the investment options, as
determined from time to time by the Plan Administrator, used to credit
earnings, gains, and losses on Supplemental Thrift Feature Account and
Supplemental Stock Savings Feature Account balances.


 


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


 


(t)            “Leveraged Stock Fund” shall mean an Investment Option under
this Plan that is accounted for as if investments were made in the common
stock, $0.01 par value, of ConocoPhillips, although no such actual investments
need be made, with accounting entries being sufficient therefor.


 


(u)           “Ongoing Plan” shall mean Title II of the Defined
Contribution Make-Up Plan of 


 


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ConocoPhillips.


 


(v)           “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.


 


(w)          “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.


 


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


 


(y)           “Plan” shall mean the Defined Contribution Make-Up Plan of
ConocoPhillips.


 


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


 


(aa)         “Plan Year” means January 1 through December 31.


 


(bb)         “Separation from Service” shall mean the date on which the
Participant terminates employment with the Company and its Affiliated Companies
within the meaning of Code section 409A, whether by reason of disability,
retirement, or otherwise.


 


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


 


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


 


(ee)         “Supplemental Stock
Savings Contributions” shall mean an amount equal to 1% of the
amount of the Participant’s DCMP Pay for a Plan Year that is in excess of the
Participant’s CPSP Pay for such Plan Year.


 


(ff)           “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.


 


(gg)         “Supplemental Thrift
Contributions” shall mean an amount equal to 1.25% of the amount of
the Participant’s DCMP Pay for a Plan Year that is in excess of the Participant’s


 


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CPSP Pay for such Plan Year.


 


(hh)         “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.


 


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


 


(jj)           “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.


 


(kk)         “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 might otherwise be
affected by Pay Limitations or by a voluntary reduction in salary under
provisions of KEDCP.


 


Section 3. Eligibility.


 


Benefits may only be granted to Highly Compensated Employees.


 


Section 4. Supplemental Thrift Feature Account
Benefits.


 


For any payroll period in which a Highly Compensated Employee’s DCMP
Pay exceeds his or her CPSP Pay, a Benefit amount shall be credited to a Highly
Compensated Employee’s Supplemental Thrift Feature Account for the Ongoing Plan
no later than the end of the month following the Valuation Date that Company
contributions are made to the Highly Compensated Employee’s Thrift Feature
account, or would have been made to such account if the Highly Compensated


 


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Employee had received Company contributions under the Thrift Feature. The
Benefit amount so credited shall equal 1.25% of the amount by which the Highly
Compensated Employee’s DCMP Pay for that payroll period exceeds his or her CPSP
Pay for that payroll period.


 


Section 4.1    Supplemental
Thrift Feature Account Earnings


 


The Company shall periodically credit earnings, gains, and losses to a
Participant’s Supplemental Thrift Feature Account, until the full balance of
such Account has been distributed. Earnings, gains, and losses shall be credited
to a Participant’s Supplemental Thrift Feature Account under this Section based
on the results that would have been achieved had amounts credited to such
Account been invested as soon as practicable after crediting into Investment
Options selected by the Participant. The Plan Administrator shall specify
procedures to allow Participants to make elections as to the deemed investment
of amounts newly credited to their Supplemental Thrift Feature Accounts, as
well as the deemed investment of amounts previously credited to their
Supplemental Thrift Feature Accounts. Nothing in this Section or otherwise in
the Plan, however, will require the Company to actually invest any amounts in
such Investment Options or otherwise.


 


Section 5. Supplemental Stock Savings Feature
Account Benefits.


 


For each month in which a Semiannual or Supplemental Allocation (as
defined in the CPSP) is made to a Highly Compensated Employee’s Stock Savings
Feature Account, or would have been made to such account if the Highly
Compensated Employee had received a Semiannual or Supplemental Allocation, a
Benefit amount shall be credited to his or her Supplemental Stock Savings
Feature Account. The Benefit amount to be credited shall be calculated in
shares in the Leveraged Stock Fund of this Plan and shall be equal to (i) the
Highly Compensated Employee’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 (as defined in the
CPSP).


 


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This amount shall be credited no later than the end of the month
following the Valuation Date that a Semiannual Allocation or Supplemental
Allocation is made under the Stock Savings Feature, or would have been made had
the Highly Compensated Employee received such a Semiannual Allocation or
Supplemental Allocation under the Stock Savings Feature. A share in the
Leveraged Stock Fund of this Plan shall have a value equivalent to a share in
the Leveraged Stock Fund of the CPSP.


 


Section 5.1    Supplemental
Stock Savings Feature Account 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 Investment Options selected by the
Participant. The Company shall periodically credit earnings, gains and losses
to a Participant’s Supplemental Stock Savings Feature Account, until the full
balance of such Account has been distributed. Earnings, gains, and losses shall
be credited to a Participant’s Supplemental Stock Savings Feature Account under
this Section based on the results that would have been achieved had amounts
credited to such Account been invested as soon as practicable after crediting
into the Leveraged Stock Fund of this Plan or the Investment Options selected
by the Participant. The Plan Administrator shall specify procedures to allow
Participants to make elections as to the deemed investment of amounts
previously credited to their Supplemental Stock Savings Feature Accounts.
Nothing in this Section or otherwise in the Plan, however, will require the
Company to actually invest any amounts in Stock or in such Investment Options
or otherwise.


 


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Section 6. Payment.


 


In the absence of an effective election under Section 6.1 or Section
6.2, Benefits that a Participant is eligible to receive under the Ongoing Plan
(and earnings, gains, and losses thereon) shall normally be paid in one lump
sum payment on the date that is six months after the date of the Participant’s
Separation from Service. If the Participant dies prior to his or her Separation
from Service, or after his or her Separation from Service but prior to the date
that the Benefits which the Participant is eligible to receive under the
Ongoing Plan (and earnings, gains, and losses thereon) commence to be paid, the
Benefits that the Participant is eligible to receive under the Ongoing Plan
(and earnings, gains, and losses thereon) shall be paid in one lump sum cash
payment to the Participant’s Beneficiary on the date of the Participant’s
death.


 


Section 6.1    Payment Election
by Participant.


 


A Participant may elect on an Election Form delivered to the Plan
Administrator at a time set by the Plan Administrator (which shall be prior to
the beginning of the Plan Year) to have the amounts attributable to Benefits
under the Ongoing Plan that are credited to his or her Supplemental Thrift
Feature Account (and earnings, gains, and losses thereon) with respect to such
Plan Year and the amounts attributable to Benefits credited to his or her
Supplemental Stock Savings Feature Account (and earnings, gains, and losses
thereon) with respect to such Plan Year paid to the Participant in either:


 


(a)           one lump sum payment,
or


 


(b)           annual,
semi-annual, quarterly, or monthly installments, using a declining balance
method, over a period ranging from one to fifteen years.


 


A Participant may elect to have payments commence as of the beginning
of any calendar quarter that is at least one year after the date of the
Participant’s Separation from Service, provided that no


 


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payment shall be made after the date that is twenty years after the
date of the Participant’s Separation from Service.


 


Section 6.2    Change in Time
or Form of Payment.


 


A Participant may make an election to change the time or form of
payment elected under Section 6.1 or the payment to be made under Section 6,
but only if the following rules are satisfied:


 


(a)           The
election to change the time or form of payment may not take effect until at
least twelve months after the date on which such election is made;


 


(b)           Payment
under such election may not be made earlier than at least five years from the
date the payment would have otherwise been made or commenced;


 


(c)           Such
payment may commence as of the beginning of any calendar quarter;


 


(d)           An
election to receive payments in installments shall be treated as a single
payment for purposes of these rules;


 


(e)           The
election may not result in an impermissible acceleration of payment prohibited
under Code section 409A;


 


(f)            No
more than four such elections shall be permitted with respect to Benefits
credited to a Participant’s Accounts for a Plan Year; and


 


(g)           No
payment may be made after the date that is twenty (20) years after the date of
the Participant’s Separation from Service.


 


Section 6.3    Effect of Taxation.


 


If a portion of a Participant’s Benefit (and earnings, gains, and
losses thereon) is includible in income under Code section 409A, such portion
shall be distributed immediately to the Participant.


 


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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 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. Claimants will be notified
in writing of approved claims, which will be processed as claimed. A claim is
considered approved only if its approval is communicated in writing to a
claimant.


 


(c)           In
the case of a denial of a claim respecting benefits paid or payable with
respect to a Participant, a written notice will be furnished to the claimant
within 90 days of the date on which the claim is received by the Plan
Administrator. If special circumstances (such as for a hearing) require a
longer period, the claimant will be notified in writing, prior to the
expiration of the 90-day period, of the reasons for an extension of time;
provided, however, that no extensions will be permitted beyond 90 days after
the expiration of the initial 90-day period. A denial or partial denial of a claim
will be dated and signed by the Plan Administrator and will clearly set forth:


 


(1)           the
specific reason or reasons for the denial;


(2)           specific
reference to pertinent Plan provisions on which the denial is based;


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


(4)           an
explanation of the procedure for review of the denied or partially denied claim
set forth below, including the claimant’s right to bring a civil action under
ERISA section 502(a) following an adverse benefit determination on review.


 


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(d)           Upon
denial of a claim, in whole or in part, a claimant or his duly authorized
representative will have the right to submit a written request to the Trustee
for a full and fair review of the denied claim by filing a written notice of
appeal with the Trustee within 60 days of the receipt by the claimant of
written notice of the denial of the claim. A claimant or the claimant’s
authorized representative will have, upon request and free of charge,
reasonable access to, and copies of, all documents, records, and other
information relevant to the claimant’s claim for benefits and may submit issues
and comments in writing. The review will take into account all comments,
documents, records, and other information submitted by the claimant relating to
the claim, without regard to whether such information was submitted or
considered in the initial benefit determination. If the claimant fails to file
a request for review within 60 days of the denial notification, the claim will
be deemed abandoned and the claimant precluded from reasserting it. If the
claimant does file a request for review, his request must include a description
of the issues and evidence he deems relevant. Failure to raise issues or
present evidence on review will preclude those issues or evidence from being
presented in any subsequent proceeding or judicial review of the claim.


 


(e)           The
Trustee will provide a prompt written decision on review. If the claim is
denied on review, the decision shall set forth:


 


(1)           the
specific reason or reasons for the adverse determination;


(2)           specific
reference to pertinent Plan provisions on which the adverse determination is
based;


(3)           a
statement that the claimant is entitled to receive, upon request and free of
charge, reasonable access to, and copies of, all documents, records, and other
information relevant to the claimant’s claim for benefits; and


(4)           a
statement describing any voluntary appeal procedures offered by the Plan and
the claimant’s right to obtain the information about such procedures, as well
as a statement of the claimant’s right to bring an action under ERISA section 502(a).


 


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(f)            A
decision will be rendered no more than 60 days after the Trustee’s receipt of
the request for review, except that such period may be extended for an
additional 60 days if the Trustee determines that special circumstances (such
as for a hearing) require such extension. If an extension of time is required,
written notice of the extension will be furnished to the claimant before the
end of the initial 60-day period.


 


(g)           To
the extent permitted by law, decisions reached under the claims procedures set
forth in this Section shall be final and binding on all parties. No legal
action for benefits under the Plan shall be brought unless and until the
claimant has exhausted his remedies under this Section. In any such legal
action, the claimant may only present evidence and theories which the claimant
presented during the claims procedure. Any claims which the claimant does not
in good faith pursue through the review stage of the procedure shall be treated
as having been irrevocably waived. Judicial review of a claimant’s denied claim
shall be limited to a determination of whether the denial was an abuse of
discretion based on the evidence and theories the claimant presented during the
claims procedure.


 


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.


 


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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.


 


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 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 sections 201(2), 301(a)(3), and 401(a)(1) 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).


 


(b)           This
Ongoing Plan replaces the Frozen Plan, which was frozen effective as of
December 31, 2004. The distribution of amounts that were earned and vested
(within the meaning of Code section 409A and official guidance issued
thereunder) under the Frozen Plan prior to


 


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January 1, 2005 (and earnings thereon) and are exempt
from the requirements of Code section 409A shall be made in accordance with the
terms of the Frozen Plan as in effect on December 31, 2004.


 


(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 or vested after December 31,
2004.


 


 


	
  /s/ Carin S. Knickel

  	
   

  
	
  Carin S. Knickel

  
	
  Vice President, Human Resources

  



 


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