EX-10.10.1


  
 

 
Exhibit 10.10.1

 

1
 

CONOCOPHILLIPS 
KEY EMPLOYEE SUPPLEMENTAL RETIREMENT PLAN

2020 AMENDMENT AND RESTATEMENT

 
The
ConocoPhillips 
Key Employee 
Supplemental Retirement 
Plan
(“KESRP”) 
is hereby

amended 
and 

restated 
effective 
as 

of 
January 
1, 
2020 

(except 
where 
another 

date 
is 
specified herein with regard to a particular provision).

 

Immediately 
prior 

to 
effectiveness 
of 

this 
2020 
Amendment 

and 
Restatement, 
KESRP

was 
and 

remains 
subject 
to 

the 
2012 
Restatement 

of 
the 
Key 

Employee 
Deferred 
Compensation Plan 
of
ConocoPhillips, 
Title 
II, which 
was
effective 
as of. 
the "Effective

Time" 
defined in 
the
Employee 
Matters Agreement 
by and 
between
ConocoPhillips 
and

Phillips 
66 

(the 
"Effective 
Time") 

and 
conditioned 
on 

the 
occurrence 
of 
the

"Distribution" 
defined 

in 
such 
Employee 

Matters 
Agreement 
(the 
"Distribution"),

together 
with 

the 
First 
Amendment 

to 
ConocoPhillips 
Key 

Employee 
Supplemental

Retirement 
Plan 

(2012 
Restatement), 
effective 

September 
1, 
2015, 

and 
the 
Second

Amendment 
to 

ConocoPhillips 
Key 
Employee 

Supplemental 
Retirement 
Plan 
(2012

Restatement), effective April 1, 2016.

 
Preamble

 
The 

purpose 
of 
the 

ConocoPhillips 
Key 
Employee 

Supplemental 
Retirement 
Plan 
(the

"Plan") 
is 

to 
attract 
and 

retain 
key 
employees 

by 
providing 
them 

with 
supplemental 
retirement
benefits. 
The Plan 
is sponsored 
and maintained
by 
ConocoPhillips Company.

 
The 

Plan 
is 
intended 

to 
be 
and 
shall 

be 
administered 
in 

part 
as 
an 
unfunded 

pension

excess 
benefit 

plan 
within 
the 

meaning 
of 
ERISA 

Section 
3(36) 
and 

in 
part 
as 

“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. 

 
 

 

 
Exhibit 10.10.1

 

2
 

 
PRE-AMERICAN JOBS
CREATION 
ACT OF 2004

GRANDFATHERED 
PROVISIONS

 

Benefits 
under 

this 
Plan, 
formerly 

called 
the 
Key 

Employee 
Supplemental 
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 
on 
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 

ConocoPhillips 
Key 
Employee 
Supplemental

Retirement 
Plan 

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 

benefits 
commenced 
after 
December
31, 
2004. 
The “relevant 
corporate
officer 
or committee” 
means the 
person or

persons with the authority under the Phillips 
Plan to approve a petition regarding the time

and form of payment.

 
SECTION I. Definitions

Terms used in 
this Plan shall have the same meaning they have in the relevant
Title 
of the 
ConocoPhillips Retirement Plan if they are not otherwise specifically defined
herein. 
As used in this Plan:

(a)
 

"Beneficiary" 
shall 

mean 
a 
person 
or 

persons 
or 
the 

trustee 
of 
a 
trust 

for 
the

benefit 
of 

a 
person 
designated 

by 
a 
Participant 
to 

receive, 
in 
the 

event 
of 
death,

any 
unpaid 

portion 
of 
a 

Participant's 
Benefits 
from 

this 
Plan, 
as 

provided 
in 
Section III.

(b)
 

"Benefit" shall mean an obligation of the Company to pay amounts from the Plan.

(c)
 

"Board" 
shall 

mean 
the 
board 
of 

directors 
of 
the 

Company, 
as 
it 

may 
be 
comprised from time to time. 

 
 

 
Exhibit 10.10.1

 

3
 

(d)
 

"Code" shall 
mean the 
Internal
Revenue 
Code of 
1986, as 
amended
from 
time to 
time, or any successor statute.

(e)
 

"Committee" shall 
mean
the 
Nonqualified Plans 
Benefit Committee 
as appointed

from 
time 

to 
time 
by 
the 

Board; 
provided, 
however, 

that 
until 
a 

successor 
is 
appointed by 
the
Board, 
the individual 
serving as 
the
Company’s 
Vice 
President 
with
responsibility over human resources shall be sole member of the Committee.

(f)
 

"Company" shall mean 
ConocoPhillips
Company, 
a Delaware corporation, 
or any

successor corporation. 
The Company is a subsidiary of ConocoPhillips.

(g)
 

"ConocoPhillips" 
shall 

mean 
ConocoPhillips, 
a 

Delaware 
corporation, 
or 
any

successor 
corporation. 

ConocoPhillips 
is 
a 

publicly 
held 
corporation 

and 
the 
parent of the Company.

(h)
 

"Controlled 
Group" shall mean ConocoPhillips and its Subsidiaries.

(i)
 

"Employee" 
shall 

mean 
a 
person 
who 

is 
an 
active 

participant 
or 
a 
terminated

vested participant in the Retirement Plan.

(j)
 

"ERISA" 
shall 

mean 
the 
Employee 

Retirement 
Income 
Security 

Act 
of 
1974, 
as

amended from time to time, or any successor statute.

(k)
 

“Final 
Average 

Earnings” 
shall 
mean 

“final 
average 
earnings” 

as 
that 
term 
is

defined in Title I of the ConocoPhillips Retirement Plan.

(l)
 

"Incentive 
Compensation 

Plan" 
shall 
mean 

the 
Incentive 
Compensation 

Plan 
of 
Phillips Petroleum
Company, 
the Annual Incentive Compensation Plan of Phillips 
Petroleum
Company, 
the Variable 
Cash Incentive Program 
of
ConocoPhillips, 
or 
successor plans or
programs, 
or all, as the context may require.

(m)
 

"KEDCP" 
shall 

mean 
the 
Key 

Employee 
Deferred 
Compensation 

Plan 
of 
ConocoPhillips or a successor plan.

(n)
 

"MSBP" 
shall 

mean 
the 
Burlington 

Resources 
Inc. 
Management 
Supplemental

Benefits Plan (or any successor plan thereto).

(o)
 

"Participant" 
shall 

mean 
an 
Employee 

who 
is 
eligible 
to 

receive 
a 
benefit 
from

this 
Plan, 

whether 
as 
an 

active 
participant 
who 

is 
currently 
employed 

by 
a

member 
of 

the 
Controlled 
Group 

or 
as 
a 
terminated 

vested 
participant 
who 
was

previously employed by a member of the Controlled Group. 

 
 

 
Exhibit 10.10.1

 

4
 

(p)
 

"Participating 
Subsidiary" 

shall 
mean 
a
Subsidiary 
that 
has 

adopted 
one 
or more 
plans making
Participants eligible for participation in this Plan.

(q)
 

"Plan" 
shall 

mean 
the 
ConocoPhillips 

Key 
Employee 
Supplemental 
Retirement

Plan, 
the 

terms 
of 
which 
are 

stated 
in 
and 
by 

this 
document. 
The 

Plan 
is 
sponsored and maintained by the Company.

(r)
 

"Plan Administrator" shall mean the Committee.

(s)
 

"Plan-age 55" 
shall mean 
the
first 
of the 
calendar month 
after
an 
Employee’s 
age

55 
or, 

if 
earlier, 
the 

date 
the 
applicable 

title 
of 
the 

Retirement 
Plan 
treats 
the

Employee as being age 55.

(t)
 

"Plan
Year"
 
shall mean January 1 through December 31.

(u)
 

"Restricted 
Stock" 

shall 
mean 
shares 

of 
Stock 
which 
have 

certain 
restrictions

attached 
to 

the 
ownership 
thereof. 

It 
shall 
also 

include 
restricted 
stock 

units, 
if

applicable, 
being 

units 
each 
of 
which 

shall 
represent 
a 

hypothetical 
share 
of

Stock, 
which 

have 
certain 
restrictions 

attached 
to 
the 

ownership 
thereof 
or 
the

delivery of shares pursuant thereto.

(v)
 

"Retirement 
Plan" 

shall 
mean 
the 

ConocoPhillips 
Retirement 
Plan, 

which 
is 
qualified under Code Section 401(a).

(w)
 

"Salary" 
shall 

mean 
the 
monthly 

equivalent 
rate 
of 

pay 
for 
an 
Employee 

before 
adjustments for any before-tax voluntary reductions.

(x)
 

"Schedule 
A 

Employee" 
shall 
mean 

an 
Employee 
whose 

name 
appears 
in 
Schedule A attached
to and made a part of this Plan.

(y)
 

"Schedule 
B 

Employee" 
shall 
mean 

an 
Employee 
whose 

name 
appears 
in 
Schedule B
attached to and made a part of this Plan.

(z)
 

"Schedule 
C 

Employee" 
shall 
mean 

an 
Employee 
whose 

name 
appears 
in 
Schedule C
attached to and made a part of this Plan.

(aa)
 

"Separation from 
Service"
shall 
mean the 
date on 
which
the 
Participant separates

from 
service 

with 
the 
Controlled 

Group 
within 
the 

meaning 
of 
Code 
section

409A, 
whether 

by 
reason 
of 

death, 
disability, 
retirement, 

or 
otherwise. 
In 
determining
Separation 
from Service, 
with regard 
to
a 
bona fide 
leave of 
absence

that is 
due to 
any
medically 
determinable physical 
or mental 
impairment
that 
can 
be expected to result in 
death
or can be expected 
to last for a continuous 
period of 

 
 

 
Exhibit 10.10.1

 

5
 

not 
less 

than 
six 
months, 

where 
such 
impairment 

causes 
the 
Employee 

to 
be

unable 
to 

perform 
the 
duties 

of 
his 
or 
her 

position 
of 
employment 

or 
any 
substantially
similar 
position of 
employment, a 
29-month
period 
of absence 
shall

be 
substituted 

for 
the 
six-month 

period 
set 
forth 
in 

section 
1.409A-1(h)(1)(i) 
of

the 
regulations 

issued 
under 
section 

409A 
of 
the 
Code, 

as 
allowed 
thereunder. 


For purposes 
of this 
Plan,
Separation 
from Service 
shall not 
include
a 
separation 
caused by death.

(bb)
 

"Stock" means shares of common stock of ConocoPhillips, par value $.01.

(cc)
 

"Subsidiary"
 

shall mean 
any corporation 
or
other 
entity that 
is treated 
as
a 
single

employer 
with 

ConocoPhillips 
under
section 
414(b), 
(c), 
or 

(m) 
of 
the 
Code. 

In 
applying section 
1563(a)(1),
(2), 
and (3) 
of the 
Code
for 
purposes of 
determining

a 
controlled 

group 
of 
corporations 

under 
section 
414(b) 

of 
the 
Code 
and 

for 
purposes of 
determining
trades 
or businesses 
(whether or 
not
incorporated) 
under

common 
control 

under 
regulation 
section 

1.414(c)-2 
for 
purposes 

of 
section 
414(c) of the Code, the
language 
“at least 80%” shall 
be used without substitution

as allowed under regulations pursuant to section 409A of the Code.

(dd)
 

"Title 
I" 

shall 
mean 
Title 
I 

of 
the 
ConocoPhillips 

Retirement 
Plan 
(Phillips

Retirement Income Plan).

(ee)
 

"Title II" 
shall mean Title II of the ConocoPhillips Retirement Plan (Cash Balance

Account).

(ff)
 

"Title 
III" 

shall 
mean 
Title 

III 
of 
the 

ConocoPhillips 
Retirement 
Plan 
(Tosco

Pension Plan).

(gg)
 

"Title IV" shall 
mean Title 
IV
of the ConocoPhillips 
Retirement Plan (Retirement 
Plan of Conoco).

(hh)
 

"Total 
Final Average 
Earnings"
shall mean 
the sum of: 
(i) the average of 
the high

3 
consecutive 

Annual 
Earnings, 
(including 

any 
increases 
under 
Section

II(b)(i)(bb), (ee), (ff) 
and (gg)
of 
this Plan, but 
excluding Incentive Compensation

Plan 
awards 

and 
any 
increases 

under 
Section 
II(b)(i)(aa), 

(cc), 
and 
(dd) 
of 

this 
Plan), paid or 
deemed to
be 
paid in the 
Employee’s 
final eleven
calendar 
years of

employment 
with 

the 
Company 
or 
a 

Participating 
Subsidiary 
including 
the

calendar 
year 

in 
which 
the 

Employee’s 
last 
date 

of 
employment 
with 
the 

 
 

 

 
Exhibit 10.10.1

 

6
 

Company or 
a Participating 
Subsidiary
occurs; 
plus (ii) 
the average 
of
the 
high 3

Incentive 
Compensation 

Plan 
awards 
(including 

any 
increases 
under 
Section

II(b)(i)(aa), 
(cc), 

or 
(dd) 
of 
this 

Plan, 
but 
excluding 

any 
increases 
under 
Section

II(b)(i)(bb), 
(ee), 

(ff) 
and 
(gg) 
of 

this 
Plan) 
paid 
or 

deemed 
to 
be 
paid 

in 
the

Employee’s 
final 

eleven 
calendar 
years 

of 
employment 
with 

the 
Company 
or 
a

Participating Subsidiary including 
the calendar
year 
in which the 
Employee’s 
last

date 
of 

employment 
with 
the 

Company 
or 
Participating 

Subsidiary 
occurs.

Provided, 
however, 

in 
determining 
Total 

Final 
Average 
Earnings, 

an 
Incentive

Compensation 
Plan 

award 
(and 
any 

increases 
under 
the 

provisions 
of 
Section

II(b)(i) 
cited 

above) 
shall 
be 

taken 
into 
consideration 

only 
if 
the 

Employee 
to

whom 
such 

award 
or 
increase 

applies, 
was 
at 
the 

time 
of 
the 
award 

or 
increase,

classified 
in 

a 
ConocoPhillips 
salary 

grade 
19 
or 
above 

job 
or 
any 
equivalent

salary grade of Phillips Petroleum Company.

(ii)
 

"Trustee" 
shall mean 
the
trustee 
of the 
grantor trust 
established
for 
this Plan 
by a 
trust agreement
between the Company and the trustee, or any successor trustee.

 
SECTION
II. 
Plan Accrued Benefit.

(a)
 

An 
Employee 

shall 
be 
entitled 

to 
payments 
under 

this 
Plan 
based
on 
an 
accrued 
benefit
with 
the following 
components: (i) 
his
Title 
I-related accrued 
benefit, (ii)

his 
Title 
II-related
accrued 
Benefit, 
(iii) 

his 
Title 
III-related 

accrued 
benefit 
(but 
only with
regard to an Employee who, on or after July 
1, 2007, performed an hour

of 
service 

under 
Title 
III), 

and 
(iv) 
his 
Title 

IV-related 
accrued 
benefit, 

each 
as 
defined below. 
An
Employee 
shall be 
entitled to 
payments under
this 
Plan to 
the 
same extent he is
vested in his respective component under the Retirement Plan.

(b)
 

“Title I-related accrued benefit shall mean the sum of (i), (ii), and (iii) below:

(i)
 

The difference 
between
the 
Employee’s 
total accrued 
benefit under
Title 
I

and 
his 

actual 
accrued 
benefit 

under 
Title 
I. 

For 
this 
purpose, 
an

Employee’s 
“total
accrued 
benefit under 
Title 
I”
is 
the accrued 
benefit he 
would have
if 
his accrued 
benefit under Title 
I were
determined 
under the 
terms of Title I but with the following modifications: 

 



 
Exhibit 10.10.1

 

7
 

(aa) 
Include 

in 
Annual 
Earnings 

an 
award 
under 

the 
Incentive

Compensation 
Plan 

which 
the 
employee 

deferred 
under 
the 
terms

of the 
KEDCP. 
Include
such 
award in 
the calendar 
year
in 
which 
the award would have been 
paid
to the Employee 
if it had not been 
deferred.

(bb) 
Include in Annual Earnings salary that would have been
paid 
to the

Employee 
but 

for 
the 
fact 
that 

he 
voluntarily 
elected 

to 
defer

receipt 
of 

that 
salary 
under 

the 
terms 
of 

KEDCP. 
Include 
the

deferred 
salary 

in 
Annual 
Earnings 

in 
the 
calendar 

year 
in 
which 
the salary would
have been paid had it not been deferred. 
(cc) 
Include in Annual
Earnings 
the initial value 
of a restricted stock 
or

restricted stock unit award under 
the Incentive Compensation Plan.

 
Include 

that 
value 
in 

Annual 
Earnings 
in 

the 
calendar 
year 
in

which the award was granted.

(dd) 
Include 

in 
Annual 
Earnings 

the 
value 
of 

any 
special 
award 
specified by the
Committee under the 
terms of the special 
award to

be included for 
Annual Earnings
purposes 
under Title 
I in the 
year

in 
which 

any 
applicable 
restrictions 

on 
the 
award 
lapse 

or, 
if

deferred, 
in 

the 
year 
in 
which 

any 
applicable 
restrictions 
would

have lapsed absent an election to defer.

(ee)
 

Disregard the 
limitations
on 
compensation related 
to Code 
section

401(a)(17).

(ff)
 

Disregard the limitation on benefits related to Code section 415.

(gg)
 

If 
an 

Employee 
is 
eligible 

to 
receive 
benefits 

under 
the

ConocoPhillips 
Executive 

Severance 
Plan 
or 

under 
the 
ConocoPhillips
Key 
Employee Change in 
Control Severance 
Plan,

include in 
Annual Earnings 
an
amount 
determined by 
dividing the

Employee’s Salary 
by 4.3333
times 
the number of weeks 
or partial

weeks 
from 

the 
date 
the 

Employee’s 
employment 
ends 

with 
the 
Employer to the end
of 
that calendar year. 
Provided, however, this

subsection 
(gg) 

shall 
be 
disregarded 

to 
the 
extent 
the 

benefit 

 
 

 
Exhibit 10.10.1

 

8
 

created 
solely 

by 
operation 
of 

this 
subsection 
(gg) 

is 
provided 
under the terms of Title I.

(hh)
 

With regard 
to a Schedule 
B Employee,
determine 
service credited 
for purposes of
benefit 
accrual as if time 
served while on a 
Canada

payroll 
were 

time 
served 
on 
a 

United 
States 
payroll; 
provided,

however, that, 
if benefit accrual 
is at
any 
time frozen under 
Title I, 
no
further 
service shall 
be credited 
from
the 
time such 
freeze shall 
become
effective.

(ii)
 

In 
the 

case 
of 
an 
Employee 

who 
terminated 
employment 

on 
or

after 
February 

8, 
1993, 
the 
Title 

I-related 
accrued 
benefit 
shall

include 
an 

additional 
supplemental 
accrued 

benefit 
calculated

under 
the 

terms 
of 
Title 
I, 

but 
disregarding 
the 

limitation 
on

compensation 
that 

is 
taken 
into 

account, 
using 
as 

final 
average

earnings 
the 

difference, 
if 
any, 

between 
the 
Total 

Final 
Average 
Earnings and the Final Average Earnings used in
Title 
I.

(ii)
 

The Title 
I-related accrued 
benefit
shall 
also include 
any benefit 
provided

under Section IV 
of this Plan.

(c)
 

“Title 
II-related 

accrued 
benefit” 
shall 

mean 
the 
difference 

between 
the

Employee’s 
total 

accrued 
benefit 
under 

Title 
II 
and 
his 

actual 
accrued 
benefit 
under
Title 
II. 
For this purpose, 
an
Employee’s 
“total accrued benefit 
under Title

II” is the 
accrued benefit 
he
would have 
if his accrued 
benefit under Title 
II were

determined under the terms of Title II but with the following modifications:

(i)
 

Include 
in 

Annual 
Earnings 
an 

award 
under 
the 

Incentive 
Compensation

Plan 
which 

the 
Employee 
deferred 

under 
the 
terms 
of 

the 
KEDCP. 


Include 
such 

award 
in 
the 

calendar 
month 
and 

year 
in 
which 
the 

award 
would have been paid to the Employee if it had not been deferred.

(ii)
 

Include 
in 

Annual 
Earnings 
salary 

that 
would 
have 

been 
paid 
to 
the

employee but for the fact that he voluntarily 
elected to defer receipt of that

salary under 
the terms 
of
KEDCP. 
Include the 
deferred
salary 
in 
Annual

Earnings 
in 

the 
calendar 
month 

and 
year 
in 
which 

the 
salary 
would 
have

been paid had it not been deferred. 

 
 

 
Exhibit 10.10.1

 

9
 

(iii)
 

Include 
in 

Annual 
Earnings 
the 

initial 
value 
of 
a 

restricted 
stock 
or

restricted 
stock 

unit 
award 
under 

the 
Incentive 
Compensation 

Plan. 

Include that 
value
in 
Annual Earnings 
in the 
calendar
month 
and 
year in 
which the award was
granted.

(iv)
 

Include in Annual Earnings the value of any special award specified by the

Committee under the terms 
of the special
award 
to be included for 
Annual

Earnings 
purposes 

under 
Title 
II 
in 

the 
year 
in 
which 

any 
applicable

restrictions 
on 

the 
award 
lapse 

or, 
if 
deferred, 

in 
the 
year 
in 

which 
any 
applicable restrictions would have lapsed absent an election to defer.

(v)
 

Disregard 
the 

limitation 
on 
compensation 

related 
to 
Code 
section

401(a)(17).

(vi)
 

Disregard the limitation on benefits related to Code section 415.

(d)
 

“Title 
III-related 

accrued 
benefit” 
shall 

mean 
the 
difference 

between 
the

Employee’s 
total 

accrued 
benefit 
under 

Title 
III 
and 
his 

actual 
accrued 
benefit 
under
Title III. 
For this purpose, an Employee’s 
“total accrued benefit under Title

III” is the 
benefit he
would 
have if his 
accrued benefit were 
determined under the

provisions of Title III but with the following modifications:

(i)
 

Include 
in 

Compensation 
salary 
that 

would 
have 
been 

paid 
to 
the

Employee 
but 

for 
the 
fact 
that 

he 
voluntarily 
elected 

to 
defer 
receipt 
of

that 
salary 

under 
the 
terms 
of 

KEDCP 
or 
a 
similar 

predecessor 
program

but 
only 

if 
such 
salary 
is 

not 
included 
in 

Compensation 
for 
purposes 
of

calculating 
the 

Title 
III 
accrued 

benefit 
due 
to 
the 

election 
to 
defer. 
If

applicable, 
include 

the 
deferred 
salary 

in 
the 
calendar 

month 
and 
year 
in

which the salary would have been paid had it not been deferred.

(ii)
 

Disregard 
the 

limitation 
on 
compensation 

related 
to 
Code 
section

401(a)(17).

(iii)
 

Disregard the limitation on benefits related to Code section 415.

(e)
 

“Title 
IV-related 

accrued 
benefit” 
shall 

mean 
the 
difference 

between 
the

Employee’s 
total 

accrued 
benefit 
under 

Title 
IV 
and 
his 

actual 
accrued 
benefit 
under
Title IV. 
For this purpose, an Employee’s “total accrued benefit under 
Title 

 



  
Exhibit 10.10.1

 

10
 

IV” is the benefit 
he would have
if 
his accrued benefit 
were determined under 
the

provisions of Title IV but with the following modifications:

(i)
 

Include 
in 

Compensation 
salary 
that 

would 
have 
been 

paid 
to 
the

Employee 
but 

for 
the 
fact 
that 

he 
voluntarily 
elected 

to 
defer 
receipt 
of

that 
salary 

under 
the 
terms 
of 

KEDCP 
or 
a 
similar 

predecessor 
program

but 
only 

if 
such 
salary 
is 

not 
included 
in 

Compensation 
for 
purposes 
of

calculating 
the 

Title 
IV 
accrued 

benefit 
due 
to 
the 

election 
to 
defer. 
If

applicable, 
include 

the 
deferred 
salary 

in 
the 
calendar 

month 
and 
year 
in

which the salary would have been paid had it not been deferred.

(ii)
 

Include 
in 

Compensation 
any 
Incentive 

Compensation 
Plan 
award 
that

would have 
been paid 
to
the 
Employee but 
for the 
fact
that 
he voluntarily

elected 
to 

defer 
receipt 
of 

that 
award 
under 

the 
terms 
of 
KEDCP 

or 
a

similar 
predecessor 

program 
but 
only 
if 

such 
award 
is 
not 

included 
in 
Compensation for purposes
of 
calculating the Title 
IV accrued benefit due

to 
the 

election 
to 
defer. 

If 
applicable, 
include 

the 
deferred 
award 

in 
the 
calendar month 
and
year 
in which 
the award 
would
have 
been paid 
had it 
not been
deferred.

(iii)
 

Include
in 
Compensation 
the 

value 
of 
any 

special 
award specified 
by 
the

Committee 
under 

the 
terms 
of 
the 

special 
award 
to 

be 
included 
for

compensation 
purposes 
under
Title 
IV 
in 
the 

calendar 
month 
and 

year 
in 
which any 
applicable
restrictions 
on the 
award lapse or, 
if
deferred, 
in the 
calendar month 
and
year 
in which 
any applicable 
restrictions
would 
have 
lapsed absent an election to defer.

(iv)
 

Disregard 
the 

limitation 
on 
compensation 

related 
to 
Code 
section

401(a)(17).

(v)
 

Disregard the limitation on benefits related to Code section 415.

(vi)
 

With 
regard 

to 
a 
Schedule 
B 

Employee, 
determine 
service 

credited 
for

purposes 
of 

benefit 
accrual 
as 

if 
time 
served 

while 
on 
a 
Canada 

payroll

were 
time 

served 
on 
a 
United 

States 
payroll; 
provided, 

however, 
that, 
if 
benefit accrual
is at any time frozen under Title IV, 
no further service shall 
be credited from the time such
freeze shall become effective. 

 
 

  
Exhibit 10.10.1

 

11
 

(f)
 

 
Each of the components of the 
accrued
benefit under this Plan 
(the Title I-related

accrued 
benefit, 

the 
Title 
II-related 

accrued 
benefit, 
the 

Title 
III-related 
accrued

benefit, 
and 

the 
Title 
IV-related 

accrued 
benefit) 
shall 

be 
expressed as 
a 
straight

life 
annuity 

starting 
at 
the 

age 
that 
is 
the 

normal 
retirement 
age 

under 
the 
applicable title of the Retirement Plan in accordance with the following rules:

(i)
 

If the annuity 
starting date 
for the
relevant 
Retirement Plan 
benefit occurs

on or before 
the required 
commencement
date 
under this 
Plan,
the 
Title 

I-
related 
accrued 

benefit, 
the 
Title 

II-related 
accrued 
benefit, 

the 
Title 

III-
related 
accrued 

benefit, 
or 
the 

Title 
IV-related 
accrued 

benefit, 
as 
is

applicable, 
shall 

first 
be 
calculated 

as 
of 
the 

Retirement 
Plan 
annuity 
starting
date related 
to that 
component benefit and 
then shall
be 
converted

actuarially 
to 

a 
straight 
life 

annuity 
payable 
at 

age 
65 
applying 
actuarial

assumptions 
that 

are 
consistent 
with 

the 
relevant 
Title 

of 
the 
Retirement

Plan. 
The component accrued
benefit 
so calculated shall not 
be increased

or decreased based on subsequent events.

(ii)
 

If the annuity starting date 
for the relevant Retirement
Plan 
benefit has not

occurred 
on 

or 
before 
the 

required 
commencement 
date 

under 
this 
Plan, 
the
Title 
I-related accrued 
benefit,
the 
Title 
II-related accrued 
benefit, the

Title III-related 
accrued benefit,
or 
the Title 
IV-related 
accrued
benefit, 
as 
is applicable, shall 
be
calculated 
as if 
the relevant 
Retirement Plan benefit

had an annuity 
starting date 
and a
form 
of payment 
that is 
the same
as 
the 
required
commencement 
date 
and 

form 
of 
payment 
under
this 
Plan. 
The

resulting 
component 

benefit 
shall 
then 

be 
converted 
actuarially 

to 
an

equivalent 
straight 

life 
annuity 
starting 

at 
age 
65, 
and 

the 
component 
accrued benefit so calculated shall be the component accrued benefit under

this 
Plan 

and 
shall 
not 
be 

increased 
or 
decreased 

based 
on 
subsequent 
events.

(g)
 

The 
component 

accrued 
benefit 
described 

in 
subsection 
(f) 

above 
shall 
be

converted 
to 

the 
actual 
benefit 

paid 
under 
this 

Plan 
applying 
the 
methodology

specified in the applicable title of the Retirement Plan. 
For this purpose, the terms

of the 
applicable title 
of
the 
Retirement Plan 
are those 
in
effect 
as of 
the annuity 

 
 

  
Exhibit 10.10.1

 

12
 

starting date 
used in 
this
Plan. 
If the 
applicable title 
of
the 
Retirement Plan 
does 
not provide
a 
methodology, 
a reasonable methodology, 
as determined
by 
the Plan 
Administrator, shall be used.

 
SECTION
III. 
DEATH 
BENEFIT

(a) 
If a Schedule A Employee chooses a 50% joint and survivor annuity and dies after

the annuity 
starting date 
of
that 
benefit, the 
spouse beneficiary 
will
be 
entitled to

payments 
under 

this 
Plan 
that 
are 

50% 
of 
the 

payments 
due 
the 

Schedule 
A 
Employee under this Plan during his lifetime.

(b) 
If 

an 
Employee 
who 
is 

not 
a 
Schedule 
A 

Employee 
dies 
prior 

to 
the 
date 
his

accrued 
benefit 

under 
this 
Plan 

would 
otherwise 
commence, 

this 
Plan 
shall

provide 
a 

death 
benefit 
if 

the 
applicable 
title 

of 
the 
Retirement 

Plan 
provides 
a 
death
benefit 
under that 
circumstance. Any 
death
benefit 
under this 
Plan shall 
be

paid in a lump sum 
on the first day of
the 
first calendar month after death. 
If there

is a delay in payment 
of the lump
sum, 
regardless of the reason, the 
Plan shall not

make an 
adjustment to 
reflect
the 
time
value 
of 
money. 
In
the 
case
of 
a 
Title 

I-
related 
accrued 

benefit 
for 
an 

Employee 
who 
terminated 

employment 
before 
September 1,
2004, 
the death benefit, 
if any, 
shall be
converted 
to a present 
value 
and
paid 
to the 
surviving spouse. 
Except
as 
described in 
the preceding 
sentence,

the 
death 

benefit 
shall 
be 

the 
present 
value 

of 
the 
Employee’s 

entire 
accrued 
benefit under this Plan payable in accordance with the following rules:

(i) 
The 

present 
value 
shall 

be 
paid 
to 
the 

Employee’s 
named 
primary

Beneficiary 
or 

Beneficiaries 
or, 
if 

applicable, 
to 
the 

Employee’s 
named 
contingent
Beneficiary 
or Beneficiaries 
if the 
Beneficiary
or 
Beneficiaries 
were named in a manner acceptable to the Plan Administrator.

(ii) 
If 

the 
Employee 
had 

not, 
prior 
to 
his 

death, 
named 
any 

Beneficiary 
in 
a

manner 
acceptable 

to 
the 
Plan 

Administrator, 
the 
present 

value 
shall 
be 
paid to the
Employee’s estate.

(iii) 
The 

present 
value 
shall 

be 
paid 
in 
a 

lump 
sum 
and 
shall 

be 
calculated

using 
the 

first 
of 
the 
month 

after 
death 
as 
the 

annuity 
starting 
date 
and 

 



  
  

 
Exhibit 10.10.1

 

13
 

applying 
the 

rules 
described 
in 

Section 
II(f) 
and 

(g) 
of 
this 
Plan 

for 
determining the amount to be paid.

(iv) 
If 

a 
beneficiary 
makes 

a 
“qualified 
disclaimer” 

as 
that 
term 
is 

defined 
in

section 
2518 

of 
the 
Code, 
and 

the 
Plan 
Administrator 

receives 
a 
copy 
of

the 
disclaimer 

within 
9 
months 

after 
the 
employee’s 

death 
and 
before 
payment of the
death benefit under this Plan, at the place designated by the

Plan 
Administrator, 

the 
Plan 
will 
be 

administered 
as 
if 

the 
disclaiming 
beneficiary had died before the Employee.

 
SECTION
IV. 
Special Provisions for Certain Heritage Employees

(a) 
Special 

Provision 
for 
Former 

ARCO 
Alaska 
Employees. 

Notwithstanding 
any

provisions 
to 

the 
contrary, 
in 

order 
to 
comply 

with 
the 
terms 
of 

the 
Board 
approved Master
Purchase 
and Sale Agreement 
(“Sale Agreement”) by 
which the

Company 
acquired 

certain 
Alaskan 
assets 

of 
Atlantic 
Richfield 

Company, 
Inc. 
(“ARCO”), the following supplemental payments will be made:

(i) 
The 

payments 
which 
would 

have 
been 
received 

under 
Article 
XXIV 
–

ARCO 
Flight 

Crew 
of 
Title 
I
of 
the 
Retirement 
Plan 

for 
those 
who 
were

classified 
as 

an 
Aviation 
Manager, 

Chief 
Pilot, 
Assistant 

Chief 
Pilot,

Captain 
or 

Reserve 
Captain 
as 

of 
July 
31, 
2000 

if 
they 
had 
been 

eligible 
for those 
benefits
under 
Title 
I of 
the
Retirement 
Plan, except 
that if 
they

receive 
a 

limited 
social 
security 

makeup 
benefit 
from 

Title 
I 
of 
the

Retirement Plan it will be offset from the benefit payable from the Plan.

(ii) 
A 

final 
ARCO 
Supplemental 

Executive 
Retirement 
Plan 

(SERP) 
benefit

will 
be 

calculated 
at 
the 

earlier 
of 
the 

time 
an 
Employee 

who 
had 
an

ARCO 
SERP 

benefit 
terminates 
employment 

or, 
2 
years 

following 
the 
ARCO/BP 
Amoco
p.l.c. 
merger, 
April 
17,
2002 
(“calculation date”). 
The

SERP benefit attributable to service through July 31, 2000 shall 
be paid by

BP Amoco 
p.l.c. and 
the
difference 
shall be 
paid by 
this
Plan. 
The SERP 
calculation will be
done 
as if the Employee 
had continued to participate 
in

the 
Atlantic 

Richfield 
Retirement 
Plan 

and 
SERP 
up 
to 

the 
calculation 
date. The ARCO Annual Incentive Plan (AIP) amount used will be:


 
 

  

 
Exhibit 10.10.1

 

14
 

(A) 
If 

the 
Employee 
terminates 

employment 
involuntarily 
prior 
to

April 
17, 

2002, 
the 
highest 

of 
the 
actual 
AIP 

in 
the 
last 
3 

years

including 
the 

AIP 
target 
payment 

amount 
for 
years 

after 
1999 
or

the 
payment 

received 
under 
Phillips 

Annual 
Incentive 
Compensation Plan.

(B) 
If the 
Employee
terminates 
employment voluntarily 
prior to 
April

17, 
2002, 

or 
if 
the 

calculation 
is 
made 

as 
of 
April 
17, 

2002, 
then 
the AIP will include the highest 3 year average
using 
the highest of

the 
actual 

AIP, 
the 
AIP 

target 
payment 
amount 

for 
years 
after

1999, 
or 

the 
payment 
received 

under 
Phillips 
Annual 
Incentive

Compensation 
Plan. 

Any 
benefit 
paid 

by 
this 
Plan 
under 

this

Section 
IV(b)(ii) 

and 
the 
SERP 

benefit 
paid 
by 
BP 

Amoco 
p.l.c. 
shall offset the benefit payable from this Plan.

(b) 
Special Provision 
for
Select 
Heritage Burlington 
Resources Employees 
in
Canada. 

With regard to the employees listed on Schedule C, the following shall apply:

(i)
 

The Schedule C Employee will become a Participant in the Plan, solely for

the 
purpose 

of 
providing 
a 

further 
benefit 
(the 

“Additional 
Benefit”),

calculated 
in 

accordance 
with 
the 

provisions 
of 
this 

subsection 
IV(b). 

Payment
of 
the Additional 
Benefit shall 
be
made 
at the 
same time 
and in

the 
same 

form 
as 
the 

benefits 
paid, 
or 

payable, 
under 
the 

MSBP 
with 
regard to Non-Grandfathered Benefits, as that term is used in the MSBP.

(ii)
 

Additional Benefit 
shall mean 
the
difference 
between the 
Putative MSBP

Benefit and the Offsetting Benefits, both as described below. 
The Putative

MSBP 
Benefit 

shall 
mean 
the 

difference 
between 
the 

Schedule 
C

Employee’s 
total 

accrued 
benefit 
under 

Title 
VI 
of 
the 

CPRP 
and 
his

actual 
accrued 

benefit 
under 
Title 

VI. 
For 
this 

purpose, 
a 
Schedule 
C

Employee’s 
“total 

accrued 
benefit 
under 

Title 
VI” 
is 

the 
accrued 
benefit 
he would have
if his accrued benefit under Title 
VI were determined under 
the terms of Title VI but with the
following modifications: 

 
 

  
Exhibit 10.10.1

 

15
 

(A) 
Include 

in 
Annual 
Earnings 

any 
compensation 
included 

under 
the

MSBP, 
including 

it 
in 
the 
calendar 

year 
to 
which 
it 

would 
have 
been credited under the MSBP.

(B) 
Disregard the 
limitations
on 
compensation related 
to Code 
section

401(a)(17).

(C) 
Disregard the limitation on benefits related to Code section 415.

(D) 
Determine 

service 
credited 
for 

purposes 
of 
benefit 

accrual 
by

taking 
into 

account 
any 
service 

granted 
to 
the 

Schedule 
C

Employee 
and 

any 
benefit 
formula 

adjustments 
required 
by 
an

employment 
contract 

with 
the 
Employer; 

provided, 
further, 
that 
with
regard 
to a 
Schedule C 
Employee,
determine 
service credited 
for purposes of
benefit 
accrual as if time 
served while on a 
Canada

payroll 
were 

time 
served 
on 
a 

United 
States 
payroll; 
provided,

however, 
that, 

if 
benefit 
accrual 

is 
at 
any 
time 

frozen 
under 
Title

VI, 
no 

further 
service 
shall 

be 
credited 
from 
the 

time 
such 
freeze 
shall become
effective.

 
Furthermore, 

in 
determining 
the 

Additional 
Benefit,

paragraphs 
(f) 

and 
(g) 
of 
Section 

II 
of 
the 
Plan 

shall 
apply; 
provided, that, 
such
paragraph 
(f) shall 
be construed 
as
if 
the Title

VI 
related 

benefit 
described 
in 

this 
paragraph 
were 

among 
the 
CPRP Titles listed in such paragraph (f).

(iii)
 

The Offsetting 
Benefits shall 
mean
any 
benefit, other 
than the 
Additional

Benefit, 
provided 

to 
the 
Schedule 
C 

Employee 
under 
a 

defined 
benefit

plan 
of 

ConocoPhillips, 
including 
but 

not 
limited 
to 
the 

ConocoPhillips

Retirement 
Plan 

(and 
any 
successor 

plan), 
the 
ConocoPhillips 
Key

Employee 
Supplemental 

Retirement 
Plan 
(and 

any 
successor 
plan), 
and

the 
Burlington 

Resources 
Inc. 
Management 

Supplemental 
Benefits 
Plan 
(and
any 
successor plan); 
provided, however, 
that
a 
benefit plan 
shall not

be 
considered 

unless 
it 
is 

subject 
to 
the 

Employee 
Retirement 
Income

Security Act of 1974, as 
amended (ERISA) and is
a 
“defined benefit plan” 
(as defined in section 3(35)
of 
ERISA), including any such plan regardless 

 
 

  

 
Exhibit 10.10.1

 

16
 

of whether it 
might also be 
considered
an “excess 
benefit plan” as 
defined

in section 3(36) of ERISA.

Nothing 
in 

this 
subsection 
IV(b) 

is 
intended 
to 

affect 
the 
other 

operations 
or 
provisions of the
Plan. 
If the Schedule C Employee is, under the provisions of the 
Plan,
otherwise 
eligible to 
participate in 
the
Plan, 
the Schedule 
C Employee 
will

do so in accordance with those provisions.

 
SECTION
V. 
Payment of Benefits.

(a)
 

Schedule A Employees

(i) 
With 

respect 
to 
a 

Schedule 
A 
Employee, 

the 
accrued 
benefit 

under 
this 
Plan 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 
annuity 

starting 
date 
for 

calculating 
the 
Title I-related and
Title 
IV-related 
component annuity shall be the annuity

starting 
date 

used 
in 
determining 

the 
Schedule 
A 

Employee’s 
Title 
I 
or

Title 
IV
benefit, 
as 
applicable,
and 
the 
Plan shall 
pay
interest 
at a 
rate of 
3%
per 
annum on 
each delayed 
payment
from 
the annuity 
starting date 
to

December
1, 
2005. 
The 
annuity
starting 
date 
for 
calculating
the 
Title 

II-
related 
component 

annuity 
shall 
be 

December 
1, 
2005, 

or, 
if 
later 
six

months after Separation from Service.

(ii) 
Provided, 

however, 
notwithstanding 
subsection 

(a)(i), 
a 
Schedule 
A

Employee has the following choice or choices:

(aa) 
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 
the
annuity 
starting date

and 
the 

payment 
of 
interest 

being 
as 
described 

in 
subsection 
(i) 
above; or

(bb) 
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 

 
 

  
Exhibit 10.10.1

 

17
 

entire 
accrued 

benefit 
under 
this 

Plan 
on 
or 
before 

December 
31,

2005, 
and 

shall 
thereafter 
have 

no 
rights 
or 

benefits 
under 
this

Plan. 
Provided, however, if 
a Schedule
A Employee is 
rehired and 
becomes
employed 
by the 
Employer after 
2005,
he 
may thereafter

accrue 
a 

new 
benefit 
under 

this 
Plan 
unrelated 

to 
the 
cancelled 
benefit.

(aaa) 
For 

a 
Title 
I-related 

accrued 
benefit 
and 

a 
Title 
IV-related

accrued 
benefit, 

the 
present 
value 

will 
be 
determined

applying 
the 

rules 
regarding 
the 

annuity 
starting 
date 
and

the payment of interest as described in subsection (a)(i).

(bbb) 
For a Title II-related accrued benefit, the present value shall

be based 
on the 
value
of 
the Schedule 
A Employee’s 
Title

II-related cash balance account as of December 1, 2005.

(ccc) 
If 

a 
Schedule 
A 

Employee 
dies 
after 

electing 
to 
cancel 
participation
but before payment is made, the payment shall 
be made to his estate on or before December 31, 2005.

(iii) 
If 

a 
Schedule 
A 

Employee 
is 
rehired 

after 
2005 
and 

thereafter 
accrues 
a

benefit 
in 

this 
Plan, 
he 

shall 
not 
be 

considered 
a 
Schedule 

A 
Employee 
with respect to such post-2005 accrued benefit.

(b)
 

Employees other 
than Schedule 
A
Employees 
-- With 
respect to 
Employees who

are not Schedule A Employees, the benefit under this Plan, 
shall be calculated and

paid as follows:

(i) 
Commencement -- 
Unless
the 
accrued benefit 
has been 
or
will 
be paid 
on 
account of the
Employee’s 
death as described in Section 
III(b), the present

value 
of 

the 
Employee’s 
accrued 

benefit 
shall 
be 

paid 
in 
a 
lump 

sum 
on

the 
later 

of: 
the 
Employee’s 

Plan-age 
55 
or 
the 

first 
day 
of 
the 

seventh

calendar 
month 

after 
the 
Employee’s 

Separation 
from 
Service; 

but 
in 
no 
event earlier than
November 1, 2006. 
(ii) 
Annuity Starting Date for calculating the present value:

(aa) 
If the applicable commencement
date 
for a Title 
I-related or a Title

IV-related 
accrued 

benefit 
is 
the 

first 
day 
of 
the 

seventh 
calendar 

 
 

  
  

 
Exhibit 10.10.1

 

18
 

month after Separation from Service, 
the annuity starting
date 
used

in 
calculating 

the 
present 
value 

shall 
be 
the 

later 
of: 
the 
Employee’s
Plan-age 
55 or the first 
day of the first 
calendar month

after 
the 

Employee’s 
Separation 
from 

Service; 
and 
the 

Plan 
shall

pay 
interest 

from 
the 
annuity 

starting 
date 
to 

the 
commencement

date 
at 

the 
6 
month 

T-Bill 
rate 
(as 

determined 
by 
the 
Plan

Administrator) 
in 

effect 
on 
the 

annuity 
starting 
date. 

If 
the

applicable 
commencement 

date 
for 
a 

Title-II-related 
accrued

benefit 
is 

the 
first 
day 

of 
the 
seventh 

calendar 
month 
after 
Separation
from Service, the annuity starting date shall be the same 
as the commencement date.

(bb) 
Except as 
provided
in 
the second 
sentence of 
this
subsection 
(bb),

if 
the 

applicable 
commencement 
date 

is 
the 
Employee’s 
Plan-age

55 
or 

November 
1, 
2006, 

the 
annuity 
starting 

date 
used 
in

calculating 
the 

present 
value 
shall 

be 
the 
same 
as 

the

commencement 
date. 

Provided, 
however, 
in 

the 
case 
of 
an

Employee 
whose 

Separation 
from 
Service 

is 
in 
2006 
and 

whose

commencement 
date 

under 
this 
Plan 
is 

November 
1, 
2006, 
the

annuity starting 
date used 
in
calculating 
the present 
value shall 
be

the later of: 
the
Employee’s 
Plan-age 55 or the 
first day of 
the first

calendar month after 
the
Employee’s 
Separation from Service; 
and

the Plan 
shall pay 
simple
interest 
from the 
annuity starting 
date to

November 
1, 

2006, 
at 
the 
6 

month 
T-Bill 
rate 

(as 
determined 
by 
the Plan
Administrator) in effect on the annuity starting date.

(iii) 
Except 

as 
specifically 
provided 

in 
subsections 
(b)(ii)(aa) 

and 
(bb), 
the 
Plan
shall 
not make 
an adjustment 
of
the 
benefit to 
reflect the 
time value

of money if there is delay in paying the benefit for any reason.

 
SECTION
VI. 
Method of Providing Benefits.

(a)
 

Nonsegregation. 
Amounts 

deferred 
pursuant 
to 

this 
Plan 
and 
the 

crediting 
of

amounts 
to 

a 
Participant’s 
Deferred 

Compensation 
Accounts 
shall 

represent 
the 

 
 

  
  

 
  

 
Exhibit 10.10.1

 

19
 

Company’s 
unfunded 

and 
unsecured 
promise 

to 
pay 
compensation 

in 
the 
future. 


With 
respect
to 
said 
amounts, 
the 

relationship 
of
the 
Company 
and 
a 

Participant 
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 Accounts.

(b)
 

Funding. 
It is 
the
intention 
of the 
Company
that 
this 
Plan 
shall
be 
unfunded for 
federal tax 
purposes
and 
for purposes 
of Title 
I
of 
ERISA. 
All amounts 
payable

under
this 
Plan 
shall 
be
paid 
solely 
from 
the 

general
assets 
of 
the 
Company 

and 
any rights accruing to a Participant or Beneficiary under this 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 this 
Plan remains unfunded for purposes
of 
sections 201(2), 
301(a)(3), and 401(a)(1) of ERISA.

(c)
 

Effect 
of 

Taxation. 
If 
a 

portion 
of 
a 

Participant’s 
Benefits 
under 

the 
Plan 
is

includible 
in 

income 
under 
Code 

section 
409A, 
such 

portion 
shall 
be 
distributed

immediately to the
Participant.
 

(d)
 

Acceleration of Payment of Benefits. 
Notwithstanding any other provision of this

Plan to 
the contrary, 
except
as 
provided 
in Section 
XI(g)
and 
below, 
in no 
event

shall this 
Plan permit 
the
acceleration 
of the 
time or 
schedule
of 
any payment 
or

distribution 
under this 
Plan,
except 
that 
the 
Plan 

Administrator 
may 
accelerate 
a

payment or distribution under this Plan to 
comply with a certificate of divestiture,

as provided 
in
section 
1.409A-3(j)(4)(iii) of 
the
Treasury 
regulations. 
Moreover, 
if
a 
portion
of 
a 
Participant's 
Benefit
(and 
earnings, 
gains,
and 
losses 
thereon) is

includible 
in 

income 
under 
Code 

section 
409A, 
then 

such 
portion 
shall 
be

distributed 
immediately 

to 
the 
Participant 

in 
accordance 
with 

section 
1.409A-
3(j)(4)(vii) of the Treasury regulations.

 
SECTION
VII. 
Nonassignability. 

 
 

  

 
Exhibit 10.10.1

 

20
 

The 
interest 

of 
a 
Participant 

or 
his 
Beneficiary 

or 
Beneficiaries 
hereunder 

may 
not 
be

sold, 
transferred, 

assigned, 
or 
encumbered 

in 
any 
manner, 

either 
voluntarily 
or

involuntarily, 
and 

any 
attempt 
so 
to 

anticipate, 
alienate, 
sell, 

transfer, 
assign, 
pledge,

encumber, or 
charge the 
same shall be
null 
and void; neither 
shall the Benefits 
hereunder

be 
liable 

for 
or 
subject 
to 

the 
debts, 
contracts, 

liabilities, 
engagements, 
or 

torts 
of 
any

person 
to 

whom 
such 
Benefits 

or 
funds 
are 

payable, 
nor 
shall 

they 
be 
an 
asset 

in 
bankruptcy or subject to garnishment, attachment, or other legal or equitable proceedings.

 
SECTION
VIII. 
Administration.

(a)
 

The 
Plan 

shall 
be 
administered 

by 
the 
Plan 

Administrator. 
The 
Plan

Administrator may 
delegate
to 
employees of 
the Company 
or
any 
member of 
the

Controlled 
Group 

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 
under the 
Plan. 
The
Plan 
Administrator 
may designate 
a
third 
party to 
provide services 
that
may 
include record 
keeping,

Participant accounting, Participant communication, payment of installments 
to the

Participant, 
tax 

reporting, 
and 
any 

other 
services 
specified 

in 
an 
agreement 
with

such third 
party. 
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. 

The 
Plan 
Administrator 

shall 
have 
absolute

discretion 
in 

carrying 
out 
its 

responsibilities, 
and 
all 

interpretations, 
findings 
of

fact 
and 

resolutions 
described 
herein 

which 
are 
made 
by 

the 
Plan 
Administrator 
shall be
binding, final and conclusive on all parties. 
 
The
Plan 
Administrator 
and his 
or
her 
delegates shall 
serve without 
bond

and without 
compensation for 
services
under 
this Plan. 
All expenses 
of
the 
Plan 
Administrator and his or her delegates for services under this Plan shall be paid by

the 
Company. 

None 
of 
the 
Plan 

Administrator 
or 
his 

or 
her 
delegates 

shall 
be 

 
 

  
Exhibit 10.10.1

 

21
 

liable 
for 

any 
act 
or 

omission 
on 
his 
or 

her 
own 
part 

excepting 
his 
or 

her 
own

willful 
misconduct. 

Without 
limiting 
the 

generality 
of 
the 

foregoing, 
any 
such

decision 
or 

action 
taken 
by 

the 
Plan 
Administrator 

or 
his 
or 
her 

delegates 
in

reliance 
upon 

any 
information 
supplied 

by 
an 
officer 
of 

the 
Company, 
the

Company's 
legal 

counsel, 
or 
the 

Company's 
independent 
accountants 
in

connection 
with 

the 
administration 
of 

this 
Plan 
shall 
be 

deemed 
to 
have 
been

taken in good faith.

(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 
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 

 
 

  
Exhibit 10.10.1

 

22
 

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 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 until all benefits accrued hereunder have been paid.

(e)
 

Any payment to a Participant or Beneficiary, 
all in accordance with the provisions

of 
this 

Plan, 
shall 
to 
the 

extent 
thereof 
be 

in 
full 
satisfaction 

of 
all 
claims

hereunder 
against 

the 
Plan 
Administrator, 

the 
Company 
and 

all 
Participating

Subsidiaries, 
any 

of 
which 
may 

require 
such 
Participant 

or 
Beneficiary 
as 
a

condition to 
such payment 
to
execute 
a receipt 
and 
release
therefor 
in such 
form 
as shall
be 
determined by the 
Plan Administrator, 
the Company
or 
a Participating 
Subsidiary. 
If
a 
receipt and 
release is 
required
and 
the Participant 
or Beneficiary

(as 
applicable) 

does 
not 
provide 

such 
receipt 
and 

release 
in 
a 

timely 
enough

manner 
to 

permit 
a 
timely 

distribution 
in 
accordance 

with 
the 
general 

timing 
of

distribution 
provisions 

in 
this 
Plan, 
the 

payment 
of 
any 

affected 
distribution(s) 
shall be forfeited.

(f)
 

Benefits under 
this Plan 
will
be 
paid only 
if the 
Plan
Administrator 
decides in 
its

discretion 
that 

a 
Participant 
or 

Beneficiary 
is 
entitled 

to 
the 
Benefits. 


Notwithstanding 
the 

foregoing 
or 
any 

provision 
of 
this 

Plan, 
a 
Participant 
(or

other claimant) 
must exhaust 
all
administrative 
remedies set 
forth
in 
this 
Section

VIII 
or 

otherwise 
established 
by 

the 
Plan 
Administrator 

before 
bringing 
any

action 
at 

law 
or 
equity. 

Any 
claim 
based
on 
a 
denial
of 
a 
claim 
under
this 
Plan 

 
 

  
  

 

 
Exhibit 10.10.1

 

23
 

must be brought 
no later 
than the
date 
which is two 
(2) years after 
the
date 
of the 
final denial of a claim under this Section
VIII. 
Any claim not brought within such 
time shall be waived and forever barred.

 
SECTION
IX. 
Rights of Employees and Participants.

Nothing 
contained
in 
the 
Plan 
(or 

in 
any 
other 

documents 
related 
to 

this 
Plan 
or 
to 

any

Benefit 
under 

the 
Plan) 
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 
Controlled

Group 
or 

constitute 
any 
contract 

or 
limit 
in 
any 

way 
the 
right 
of 

the 
Company 
or 
any

member of 
the Controlled 
Group
to 
change such 
person's compensation 
or
other 
benefits 
or position or to terminate the employment of such person with or without cause.

 
SECTION
X. 
Amendment and Termination.

 
The Board
reserves 
the right 
to amend this 
Plan from
time 
to time, 
to terminate this 
Plan

entirely 
at 

any 
time, 
and 
to 

delegate 
such 
authority 

as 
the 
Board 
deems 

necessary 
or

desirable; 
provided, 

however, 
that 
no 

amendment 
may 
affect 

the 
balance 
in 
a

Participant’s 
account on 
the
effective 
date 
of 
the 

amendment; and, 
further 
provided, the

Company shall remain 
liable for
any 
Benefits accrued under 
this Plan prior 
to the
date 
of 
amendment or termination.

 
SECTION
XI. 
Miscellaneous Provisions.

 

(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)
 

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. 
The 
forum 

and 
venue 
for 
any 

suit 
brought 
regarding any claim under this Plan shall be in Harris County, Texas.


 
 

  
Exhibit 10.10.1

 

24
 

(c)
 

If 
any 

provision 
of 
this 

Plan 
shall 
be 
held 

illegal 
or 
invalid 

for 
any 
reason, 
said

illegality 
or 

invalidity 
shall 
not 

affect 
the 
remaining 

provisions 
hereof; 
instead,

each 
provision 

shall 
be 
fully 

severable, 
and 
this 

Plan 
shall 
be 

construed 
and 
enforced as if said illegal or invalid provision had never been included
herein.

(d)
 

For 
purposes 

of 
this 
Plan, 

electronic 
communications 
and 

signatures 
shall 
be 
considered to
be 
in writing if 
made in conformity 
with procedures
which 
the Plan 
Administrator may adopt from time to time.

(e)
 

The 
Plan 

Administrator, 
in 
its 

sole 
discretion, 
may 

direct 
that 
a 

payment 
to 
be

made 
to 

an 
incompetent 
or 

disabled 
person, 
whether 

because 
of 
minority 
or

mental 
or 

physical 
disability, 
instead 

be 
made 
to 
the 

guardian 
or 
legal

representative 
of 

such 
person 
or 
to 

the 
person 
having 

custody 
of 
such 
person

(unless prior 
claim therefor 
shall
have 
been made 
by a 
duly
qualified 
guardian or

other 
legal 

representative), 
without 
further 

liability 
either 
on 

the 
part 
of 
the

Company 
or 

a 
Participating 
Subsidiary 

or 
the 
Plan 
for 

the 
amount 
of 
such

payment 
to 

the 
person 
on 

whose 
benefit 
such 

payment 
is 
made. 

Any 
payment

made 
in 

accordance 
with 
the 

provisions 
of 
this 

provision 
shall 
be 

a 
complete

discharge 
of 

any 
liability 
of 

the 
Company, 
its 

Subsidiaries, 
and 
this 

Plan 
with 
respect to the Benefits so paid.

(f)
 

Payment 
of 

Plan 
Benefits 
may 

be 
subject 
to 

administrative 
or 
other 

delays 
that

result 
in 

payment 
to 
the 

Participant 
or 
his 

beneficiaries 
on 
a 

date 
later 
than 
the

date 
specified
in 
this 
Plan 
or 

the 
Participant's 
Election
Form. 
Any 
such 
payment

delays 
will 

comply 
with 
Code 

section 
409A 
of 

the 
Code, 
including 
without

limitation 
section 

1.409A-2(b)(7) 
of 
the 

Treasury 
regulations. 
No 

Participant 
or

Beneficiary 
shall 

be 
entitled 
to 
any 

additional 
earnings 
or 

interest 
in 
respect 
of

any such payment delays, nor shall any Participant or Beneficiary be provided any

election with respect to the timing of any delayed payment.

(g)
 

If 
all 

or 
any 
part 
of 

any 
Participant's 
or 

Beneficiary's 
Benefits 
hereunder 
shall

become subject to any estate, inheritance, income, employment 
or other tax which

the 
Company 

shall 
be 
required 

to 
pay 
or 

withhold, 
the 
Company 

shall 
have 
the 
full
power 
and authority 
to withhold 
and
pay 
such tax 
out of 
any
monies 
or other

property 
held 

for 
the 
account 
of 

the 
Participant 
or 

Beneficiary 
whose 
interests 

 
 

  
Exhibit 10.10.1

 

25
 

hereunder 
are 

so 
affected 
(including, 

without 
limitation, 
by 

reducing 
and 
offsetting
the 
Participant's or 
Beneficiary's account 
balance).
Prior 
to making 
any

payment, 
the 

Company 
may 
require 

such 
releases 
or 

other 
documents 
from 
any

lawful taxing authority as it shall deem necessary or desirable.

(h)
 

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.

(i)
 

This 
Plan 

is 
intended 
to 

meet 
the 
requirements 

of 
Code 
section 

409А, 
as

applicable, 
in 

order 
to 
avoid 
any 

adverse 
tax 
consequences 

resulting 
from 
any

failure 
to 

comply 
with 
Code 

section 
409А 
and, 

as 
a 
result, 
this 

Plan 
shall 
be

operated 
in 

a 
manner 
consistent 

with 
such 
compliance. 

Except 
to 
the 
extent

expressly set forth in this 
Plan, the Participant (and/or the
Participant's 
Beneficiary, 
as
applicable) 
shall have 
no right 
to
dictate 
the taxable 
year in 
which
any 
payment 
hereunder that is subject to Code section 409А should be paid.

(j)
 

At the Effective 
Time, certain 
active
employees of 
Phillips 66 and 
members of its

controlled 
group 

ceased 
to 
participate 

in 
the 
Plan, 
and 

the 
liabilities, 
including

liabilities related to 
benefits grandfathered from
Code 
section 409A
(
i.e.
, amounts

deferred 
and 

vested 
prior 
to 

January 
1, 
2005), 

for 
these 
participant's 
benefits

under the Plan were transferred to the members of the Phillips 66 controlled group

and 
continued 

as 
the 
Phillips 
66 

Key 
Employee 
Supplemental 

Retirement 
Plan. 


ConocoPhillips 
distributed
its 
interest 
in 

Phillips 
66 
to 
its 

shareholders 
as 
of 
the

Distribution. 
Notwithstanding 

Section 
X, 
on 
and 

after 
the 
Effective 

Time, 
the

Company, 
ConocoPhillips, 

other 
members 
of 

the 
Controlled 
Group 
(as

determined after 
the
Distribution), 
the Plan, 
any
directors, 
officers, 
or employees

of 
any 

member 
of 
the 

Controlled 
Group 
(as 

determined 
after 
the 
Distribution),

and 
any 

successors 
thereto, 
shall 

have 
no 
further 

obligation 
or 
liability 

to, 
or 
on

behalf 
of, 

any 
such 
participant 

with 
respect 
to 

any 
benefit, 
amount, 

or 
right

transferred 
to 

or 
due 
under 

the 
Phillips 
66 

Key 
Employee 
Supplemental

Retirement Plan. 
 

 



  

 
Exhibit 10.10.1

 

26
 

SECTION XI. 
Effective Date of the Restated Plan.

The 
ConocoPhillips 

Key 
Employee 
Supplemental 

Retirement 
Plan 
is 

hereby 
amended 
and restated as set forth
in 
this 2020 Amendment and Restatement 
effective as of January

1, 2020 and conditioned on the occurrence of the
Distribution. 

 

 
Executed this ____ day of December 2019, by a duly
authorized officer of the Company.

 
 

 
 


Heather G. Sirdashney 
Vice President, Human Resources

 
 

 

KESRP 
2020
Restatement 
12-19-2019
 

 



  
Exhibit 10.10.1

 

27
 

 
APPENDIX A

SELECT NEW HIRES
TO 

CONOCOPHILLIPS KEY EMPLOYEE
SUPPLEMENTAL 
RETIREMENT 
PLAN

 
 

For Select New Hires, as set forth in 
resolutions adopted from time to time
by 
the Human 
Resources and
Compensation 
Committee of the 
Board of Directors of 
ConocoPhillips, or

its successor, the following provisions apply:

1. 
The 

Select 
New 
Hire 

will, 
effective 
on 

the 
first 
day 
of 

employment 
with 
the

Controlled 
Group, 

become 
a 
Participant 

in 
the 
ConocoPhillips 

Key 
Employee

Supplemental 
Retirement 

Plan. 
In 
addition 
to 

the 
benefits 
provided 

under 
the 
Plan, 
the

Select New Hire will be eligible for a further benefit 
(the "Further Benefit"),
calculated in 
accordance with the provisions of this Appendix.

2. 
Further Benefit shall 
mean the
difference 
between the Putative 
Title I 
Benefit and

the 
Offsetting 

Benefits, 
both 
as 

described 
below. 
In 

determining 
the 
Further 
Benefit,

paragraphs (f) and (g) of the Plan shall
apply. 

3. 
The Putative Title I Benefit
shall mean the sum of (i), (ii), and (iii)
below: 

(i.) 
The
difference 
between the 
Select New 
Hire's
total 
accrued benefit 
under

Title 
I 

and 
his 
actual 

accrued 
benefit 
under 

Title 
I. 
For 
this 

purpose, 
a 
Select New
Hire's 
total accrued benefit 
under Title 
I is
the 
accrued benefit 
he would 
have
if 
his accrued 
benefit
under 
Title 
I were 
determined under

the terms of Title I but with the following modifications:

(aa) 
Include 

in 
Annual 
Earnings 

an 
award 
under 

the 
Incentive 
Compensation
Plan 
which the 
Select New 
Hire
deferred 
under the 
terms of
KEDCP. 
Include such award in the calendar year in which

the 
award 

would 
have 
been 

paid 
to 
the 
Select 

New 
Hire 
if 
it 

had 
not been
deferred. 

(bb) 
Include in Annual
Earnings salary that would have been paid to 
the 
Select New Hire but
for 
the fact that he voluntarily 
elected to defer

receipt 
of 

that 
salary 
under 

the 
terms 
of 

KEDCP. 
Include 
the 

 
 

  
Exhibit 10.10.1

 

28
 

deferred 
salary 

in 
Annual 
Earnings 

in 
the 
calendar 

year 
in 
which 
the salary would
have been paid had it not been deferred. 
(cc) 
Include in Annual
Earnings 
the initial value 
of a restricted stock 
or

restricted stock unit award under 
the Incentive Compensation Plan.

Include 
that 

value 
in 
Annual 

Earnings 
in 
the 

calendar 
year 
in 
which the award
was granted.

(dd) 
Include 

in 
Annual 
Earnings 

the 
value 
of 

any 
special 
award 
specified by
the Committee under the 
terms of the special 
award to

be included for 
Annual Earnings
purposes 
under Title 
I in the 
year

in 
which 

any 
applicable 
restrictions 

on 
the 
award 
lapse 

or, 
if

deferred, 
in 

the 
year 
in 
which 

any 
applicable 
restrictions 
would

have lapsed absent an election to defer.

(ee) 
Disregard the 
limitations
on 
compensation related 
to Code 
section

401(a)(17).

(ff) 
Disregard the limitation on benefits related to Code section 415.

(gg) 
If 

the 
Select 
New 

Hire 
is 
eligible 

to 
receive 
benefits 

under 
the

ConocoPhillips 
Executive 

Severance 
Plan 
or 

under 
the 
ConocoPhillips
Key 
Employee Change in 
Control Severance 
Plan,

include in 
Annual Earnings 
an
amount 
determined by 
dividing the

Select New 
Hire's Salary 
by
4.3333 
times the 
number of 
weeks or

partial 
weeks 

from 
the 
date 
the 

Select 
New 
Hire's 
employment

ends with the 
Employer to 
the
end 
of that 
calendar year. 
Provided,

however, this 
subsection (gg) shall 
be
disregarded to 
the extent the

benefit 
created 

solely 
by 
operation 

of 
this 
subsection 

(gg) 
is 
provided under the terms of Title 1.

(hh) 
Determine service credited 
for
purposes of 
benefit accrual as 
if the

Select 
New 

Hire 
had 
originally 

been 
employed 
by 

the 
Controlled

Group 
on 

the 
date 
that 
the 

Select 
New 
Hire 

began 
employment 
with the 
company
with 
which the 
Select New 
Hire
was 
employed 
immediately prior to becoming employed by the Controlled Group. 

 



  
Exhibit 10.10.1

 

29
 

(ii.) 
In the 
case
of 
a Select 
New Hire 
who
terminated 
employment on 
or after

February 
8, 

1993, 
the 
Title 

I-related 
accrued 
benefit 

shall 
include 
an 
additional
supplemental accrued benefit calculated under the terms of Title

I, 
but 

disregarding 
the 
limitation 

on 
compensation 
that 

is 
taken 
into 
account, using as
final average earnings 
the difference, if any, 
between the

Total 
Final 

Average 
Earnings 
and 

the 
Final 
Average 

Earnings 
used 
in 
Title 1.

(iii.) 
The Title 
I-related
accrued 
benefit shall 
also include 
any
benefit 
provided 
under Section IV of this Plan.

4. 
The 

Offsetting 
Benefits 
shall 

mean 
any 
benefit, 

other 
than 
the 

Further 
Benefit,

provided 
to 

the 
Select 
New 

Hire 
under 
a 

defined 
benefit 
plan 

of 
ConocoPhillips, 
including but
not 
limited to the ConocoPhillips 
Retirement Plan (and any 
successor plan)

and the ConocoPhillips Key Employee 
Supplemental Retirement Plan (and
any 
successor 
plan), together with
any 
benefit provided to the 
Select New Hire under 
a "defined benefit

plan" 
(as 

defined 
in 
section 

3(35) 
of 
the 

Employee 
Retirement 
Income 

Security 
Act 
of 
1974, as
amended 
(ERISA)), including 
any such 
plan regardless
of 
whether it 
might also

be 
considered 

an 
"excess 
benefit 

plan" 
as 
defined 

in 
section 
3(36) 
of 

ERISA, 
of 
the 
company by which
the Select New 
Hire was employed immediately prior 
to becoming an

employee of 
the Controlled 
Group.
In 
determining the 
value of 
a
benefit 
provided by 
an

employer 
which 

is 
not 
a 
member 

of 
the 
Controlled 

Group, 
the 
Plan 

Administrator 
may 
make any reasonable assumptions necessary
and 
use such information as may be 
publicly

available, provided by 
such
employer, 
or provided by 
the Select New 
Hire,
although 
it is 
within the 
discretion
of 
the Plan 
Administrator to 
determine
which 
such information 
and

assumptions 
to 

use 
and 
to 

disregard 
any 
information 

which 
the 
Plan 
Administrator

considers invalid, incomplete, or otherwise suspect.

5. 
Nothing
in 
this 
Appendix is 
intended
to 
affect the 
other operations 
or provisions

of the Plan. If the 
Select New Hire
is, 
under the provisions 
of the Plan, otherwise 
eligible

to 
participate 

in 
the 
Plan, 
the 

Select 
New 
Hire 

will 
do 
so 
in 

accordance 
with 
those 
provisions.

 
 

 
 

  
  

 
  

 
Exhibit 10.10.1

 

30
 

Schedule A

 
Name 
Employee

Number 
BUSH, BRUCE
ASHBY 
123432 
FORD, RONALD
F 
280903 
GILL,
DAVID 
CLINTON 
311219

HAGENSON, RANDY L 
341865

BRAND, KAREN FLENNIKEN 
365245

KREMER, DON F 
492288

LAMPERT, 
HARRY
T 
498780

DAVIDSON, 
LINDA
LAWSON 
507761 
MCKEE, JOSEPH
MASON 
580382 
MOORE, STANLEY
WAYNE 
118400 
MULLENS,
PATRICK 
O 
624406

RISLEY, 
ALLYN
WAYNE 
735419 
SIGLER III, CARL
BENJAMIN 
793759 
SIMPSON, JAMES
ALEX 
796245 
SMITH, ALBERT GORIN,
JR. 
802659 
SQUIRES, TOMMY
DALE 
824971 
BALL, REBECCA
P 
880394 
WISZNEAUCKAS, ERIC
COOK 
961604 
WREN, CHRISTOPHER
LYNDE 
970988 
MACKLIN, DONALD
L 
541514 
JOHNSON, DAVID
ALAN 
898304 
HARPER, MARK
R 
483674 
PARKER, CHARLES
M 
615208 
NELSON,
DAVID 
016221 
DURBIN, JOHN
E 
017871 
LINES, JOHN
F 
012019 
LOFTUS, THOMAS A.
III 
017554 
JAMES, FRANCIS
H 
013118 
MADISON, PAUL
A. 
015570 
SPOON, MARK
J. 
018451 
GRIMMER, PAUL
J 
015564 

 
 

  
  

 
Exhibit 10.10.1

 

31
 

Schedule B

 
 

Name 
Employee Number 
Kennedy, Shawn
R. 
897261 
O’Connell, Patrick
J. 
302463 

 
 

  
  

 
Exhibit 10.10.1

 

32
 

Schedule C

 
 

Name 
Employee Number 
Midkiff, Kevin
L. 
108989 
Stansbury, Jeffery
N. 
109404 
Casey B. Jones 
18303