EX-10.11.1


  
 

 
Exhibit 10.11.1

 

1
 

DEFINED CONTRIBUTION MAKE-UP PLAN 
OF

CONOCOPHILLIPS 
TITLE I

(Effective for benefits earned and vested prior
to 

January 1, 2005)

2020 AMENDMENT AND RESTATEMENT

 
The
Defined 
Contribution Make-Up 
Plan
of 
ConocoPhillips, 
Title 
I
(the 
“Frozen Plan”),

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, 
the Frozen 
Plan was and remains subject to the 2012 Restatement of the Defined
Contribution
Make-
Up 
Plan 

of 
ConocoPhillips, 
Title 

I, 
which 
was 

effective 
as 
of 

the 
"Effective 
Time"

defined in the Employee 
Matters Agreement by
and 
between ConocoPhillips and Phillips

66 
(the 

"Effective 
Time"), 
together 

with 
the 
First 

Amendment 
to 
Title 

I 
of 
the 
Defined

Contribution Make-Up Plan of 
ConocoPhillips (2012 Restatement),
effective 
October 30, 
2019.

 
Preamble

 
The purpose of this Plan is to attract and retain
key 
employees by providing supplemental

benefits 
for 

those 
Eligible 
Employees 

whose 
benefits 
under 

the 
CPSP 
might 
otherwise

have 
been 

affected 
by 
Pay 

Limitations 
or 
by 
a 

voluntary 
reduction 
in 

salary 
under 
provisions of KEDCP.

 
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 
the Plan, 
sometimes 
referred to as
the 
Frozen Plan, is 
effective with regard to 
benefits earned
and 
vested prior 
to January 1,
2005, 
while Title 
II of the Plan, 
sometimes referred to
as 
the Ongoing Plan, 

 
 

 
Exhibit 10.11.1

 

2
 

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. 
Other
than 
earnings, gains, 
and losses, 
no

further benefits shall accrue under Title I of this Plan after December 31, 2004.

 
This 

Title 
I 
of 
the 

Plan 
is 
intended 

(1) 
to 
be 
a 

“grandfathered” 
plan 
pursuant 

to 
Code 
section 409A, as 
enacted
as 
part of the 
American Jobs 
Creation Act
of 
2004, and 
official 
guidance issued
thereunder, 
and (2) to be “a plan 
which is unfunded and is
maintained 
by

an 
employer 

primarily 
for 
the 

purpose 
of 
providing 

deferred 
compensation 
for 

a 
select 
group of management 
or
highly compensated 
employees” within the 
meaning of sections

201(2), 301(a)(3), 
and 401(a)(1) 
of
ERISA. 
Notwithstanding any 
other provision 
of this

Plan, 
this 

Plan 
shall 
be 

interpreted, 
operated, 
and 

administered 
in 
a 

manner 
consistent 
with these intentions.

 
Section
1. 
Definitions.
 

 
For 

purposes 
of 
the 

Plan, 
the 
following 

terms, 
as 
used 

herein, 
shall 
have 

the 
meaning 
specified:

(a)
 

“Affiliated 

Company”
 
shall 

mean 
ConocoPhillips 
and 

any 
company 
or 
other

legal entity that is controlled, either directly or indirectly, by ConocoPhillips.

(b)
 

“Affiliated
Group”
 
shall mean 
ConocoPhillips
and 
its subsidiaries 
and affiliates 
in
which it owns a 5% or more equity interest.

(c)
 

“Allocation 

Ratio”
 
shall 

mean 
the 
ratio 

determined 
by 
dividing 

(i) 
an 
amount

equal 
to 

the 
total 
value 
of 

the 
unallocated 
shares 

of 
Stock 
allocated 

to 
Stock

Savings 
Feature 

participants 
and 
beneficiaries 

as 
of 
a 
Stock 

Savings 
Feature

Semiannual 
Allocation 

Date 
or 
Supplemental 

Allocation 
Date 
(as 

defined 
in 
the

CPSP) 
by 

(ii) 
an 
amount 

equal 
to 
the 
total 

net 
Stock 
Savings 

Feature 
employee

deposits 
used 

in 
the 
calculation 

of 
the 
Stock 

Savings 
Feature 
Semiannual

Allocation or Supplemental Allocation (as defined in the CPSP).

(d)
 

“Beneficiary”
 

shall 
mean 
a 

person 
or 
persons 

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 
Benefit 
from 

this 
Plan, 
as 

provided 
in 

 
 

 
Exhibit 10.11.1

 

3
 

Section 5.1.

(e)
 

“Benefit”
 

shall 
mean 
an 

obligation 
of 
the 

Company 
to 
pay 

amounts 
from 
the 
Frozen 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)
 

“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.

(i)
 

“Company”
 

shall 
mean 
ConocoPhillips 

Company, 
a 
Delaware 

corporation, 
or 
any successor
corporation. 
The Company is a subsidiary of ConocoPhillips.

(j)
 

“Company 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.

(k)
 

“ConocoPhillips”
 

shall 
mean 
ConocoPhillips, 

a 
Delaware 
corporation, 

or 
any

successor 
corporation. 

ConocoPhillips 
is 
a 

publicly 
held 
corporation 

and 
the 
parent of the Company.

(l)
 

“CPSP” 
shall mean the ConocoPhillips Savings Plan.

(m)
 

“CPSP
Pay”
 
shall mean

"
Pay
"

 
as defined in the CPSP.

(n)
 

“DCMP 

Pay”
 
shall 
mean

"
Pay
"

 
as 

defined 
in 
the 

CPSP 
without 
regard 

to 
Pay 
Limitations or voluntary salary reduction under provisions of the KEDCP.

(o)
 

“Disability”
 

shall 
mean 
the 

inability, 
in 
the 

opinion 
of 
the 

Medical 
Director 
of

ConocoPhillips, 
of 

a 
Participant, 
because 

of 
an 
injury 
or 

sickness, 
to 
work 

at 
a 
reasonable occupation that is available with a member of the Affiliated
Group. 


(p)
 

“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 Benefits.

(q)
 

“Eligible 

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 

 
 

 
Exhibit 10.11.1

 

4
 

who 
is 

eligible 
to 
elect 

a 
voluntary 
salary 

reduction 
under 
the 

provisions 
of 
the 
KEDCP.

(r)
 

“Employee”
 

shall 
mean 
any 

individual 
who 
is 

a 
salaried 
employee 

of 
the 
Company or any Participating Subsidiary.

(s)
 

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

(t)
 

“Exchange 

Act”
 
shall 

mean 
the 
Securities 

Exchange 
Act 
of 

1934, 
as 
amended 
and in effect
from time to time, or any successor statute.

(u)
 

“Frozen 

Plan”
 
shall
mean 
Title 
I of 
the
Defined 
Contribution 
Make-Up Plan 
of

ConocoPhillips.

(v)
 

“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.

(w)
 

“KEDCP”
 

shall 
mean 
the 

Key 
Employee 
Deferred 

Compensation 
Plan 
of

ConocoPhillips 
or 

any 
similar 
or 

successor 
plan 
maintained 

by 
an 
Affiliated 
Company.

(x)
 

“Layoff”
 

or

“Laid 

Off”
 
shall 

mean 
layoff 
under 

the 
Phillips 
Layoff 

Plan, 
the

Work 
Force 

Stabilization 
Plan 
of 

Phillips 
Petroleum 
Company, 

the 
Phillips 
Petroleum
Company 
Executive Severance 
Plan, the 
Conoco
Severance 
Pay Plan,

the 
Conoco 

Inc. 
Key 
Employee 

Severance 
Plan, 
or 

any 
similar 
plan 

which 
the 
Company, 
any
Participating Subsidiary, 
or a member of 
the Affiliated Group 
may

adopt 
from 

time 
to 
time 
under 

the 
terms 
of 
which 

the 
Participant 
executes 
and

does 
not 

revoke 
a 
general 

release 
of 
liability, 

acceptable 
to 
the 
Company,

Participating 
Subsidiary, 

or 
a 
member 
of 

the 
Affiliated 
Group, 

as 
applicable, 
under such layoff plan.

(y)
 

“Ongoing 
Plan”

shall
mean 
Title 
II 
of 

the 
Defined 
Contribution 

Make-Up 
Plan 
of ConocoPhillips.

(z)
 

“Other 

Obligations”
 
shall 

mean 
the

"
Other 

Obligations
"
 

as 
defined 
in 
the

Amendment to and Merger of Amended and Restated Conoco Inc. Salary Deferral

& 
Savings 

Restoration 
Plan 
into 

Key 
Employee 
Deferred 

Compensation 
Plan 
of

ConocoPhillips 
and 

Defined 
Contribution 
Make-Up 

Plan 
of 
ConocoPhillips, 

 
 

 
Exhibit 10.11.1

 

5
 

pursuant 
to 

which 
a 
portion 
of 

the 
Amended 
and 

Restated 
Conoco 
Inc. 
Salary

Deferral & Savings 
Restoration Plan
is 
merged into 
this Plan effective 
October 3,

2003.

(aa)
 

“Participant”
 

shall 
mean 
an 

Eligible 
Employee 
who 

is 
eligible 
to 

receive 
a 
Benefit
from 
this 
Plan as 
a
result 
of being 
an Eligible 
Employee
and 
any 
person

for 
whom 

a 
Supplemental 
Thrift 

Feature 
Account 
and/or 

a 
Supplemental 
Stock 
Savings
Feature Account is maintained.

(bb)
 

“Participating
Subsidiary”
 
shall mean a Subsidiary which has adopted the CPSP

and of which one 
or more Employees
are 
Participants eligible to make 
deposits to

the CPSP or are eligible for Benefits pursuant to this Plan.

(cc)
 

“Pay 

Limitations”
 
shall 

mean 
the 
compensation 

limitations 
applicable 
to 
the

CPSP that are set forth in Code section 401(a)(17), as
adjusted. 


(dd)
 

“Plan”

shall 
mean 

the 
Defined 
Contribution 

Make-Up 
Plan 
of 

ConocoPhillips. 

The Plan is sponsored and maintained by the Company.

(ee)
 

“Plan
Administrator”
 
shall mean the Committee.

(ff)
 

“Plan Year 
”

shall mean January 1 through December 31.

(gg)
 

“Retirement”
 

shall 
mean 
termination 

of 
employment 
with 

the 
Company, 
a

Participating 
Subsidiary, 

or 
a 
member 
of 

the 
Affiliated 
Group 

that 
qualifies 
the

Employee 
for 

Retirement 
as 
that 

term 
is 
defined 
in 

the 
applicable 
provisions 
of

the 
ConocoPhillips 

Retirement 
Plan, 
the 

Retirement 
Plan 
of 

Conoco, 
or 
of 
the

applicable retirement plan 
of a
member 
of the Affiliated 
Group. 
Notwithstanding

the 
foregoing, 

an 
Employee 
will 

not 
be 
considered 

to 
be 
in 

Retirement 
for

purposes 
of 

this 
Plan 
if 
he 

is 
entering 
Retirement 

under 
the 
Retirement 

Plan 
of

Conoco 
prior 

to 
age 
55, 
unless 

he 
had 
attained 
age 

50 
on 
or 
before 

August 
30,

2002. 


(hh)
 

“Stock”
 

shall 
mean 
shares 

of 
common 
stock, 

$0.01 
par 
value, 

issued 
by 
ConocoPhillips.

(ii)
 

“Stock Savings
Feature”
 
shall mean the Stock Savings Feature of the CPSP.

(jj)
 

“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) 

and 
for 
purposes 
of 

 
 

 
Exhibit 10.11.1

 

6
 

determining 
trades 

or 
businesses 
(whether 

or 
not 
incorporated) 

under 
common

control 
under 

regulation 
section 
1.414(c)-2 

for 
purposes 
of 

Code 
section 
414(c),

the 
language 

“at 
least 
80%” 

shall 
be 
used 

without 
substitution 
as 

allowed 
under 
regulations pursuant to Code section 409A.

(kk)
 

“Supplemental Stock 
Savings
Contributions”
 
shall mean
(i) 
prior to 
the month 
in which the
Participant’s 
Pay first exceeds the Pay Limitations 
in a year,
for 
each 
month that the Participant
makes 
deposits to the Stock Savings 
Feature, 1% of the

amount of 
the
Participant’s 
voluntary salary 
reduction under 
the
KEDCP 
for that

month, 
and 

(ii) 
provided the 
Participant 
is
making 
deposits 
to the 
Stock Savings

Feature in 
the month 
in
which 
the Participant’s 
Pay exceeds 
the
Pay 
Limitations, 
for that 
month
and 
for each 
month thereafter 
until
the 
end of 
the year, 
1%
of 
the

sum 
of 

the 
amount 
of 
the 

Participant’s 
voluntary 
salary 

reduction 
under 
the

KEDCP 
for 

that 
month 
plus 

the 
amount 
of 
the 

Participant’s 
Pay 
for 

that 
month 
that is in excess of the Pay Limitations for that year.

(ll)
 

“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.

(mm)
 

“Supplemental 
Thrift 

Contributions”
 
shall 

mean, 
(i) 
prior 
to 

the 
month 
in 
which
the 
Participant’s 
Pay first 
exceeds
the 
Pay Limitations 
in
a 
year, 
the same

percentage 
of 

a 
Participant’s 
Pay 

that 
the 
Participant 

is 
depositing 
as 
a 

Basic

Deposit 
to 

the 
Thrift 
Feature 

for 
that 
month 

multiplied 
by 
the 

amount 
of 
the 
Participant’s
voluntary 
salary reduction under the 
KEDCP for that 
month, and (ii)

provided the 
Participant is 
making
deposits 
to the 
Thrift Feature 
for
the 
month in

which 
the 

Participant’s 
Pay 
exceeds 

the 
Pay 
Limitations 

and 
each 
month 
thereafter
until 
the 
end 
of 

the 
year, 
the 
same 

percentage 
of 
the 

Participant’s 
Pay 
that the
Participant 
was depositing as 
a Basic Deposit 
to the
Thrift 
Feature for the 
month in 
which
he 
or she 
reached the 
Pay
Limitations 
for the 
year, multiplied 
by

the 
sum 

of 
the 
amount 
of 

the 
Participant’s 
voluntary 

salary 
reduction 
under 
the

KEDCP 
for 

that 
month 
plus 

the 
amount 
of 
the 

Participant’s 
Pay 
for 

that 
month 
that is in excess of the Pay Limitations for that year. 

 



 
Exhibit 10.11.1

 

7
 

(nn)
 

“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.

(oo)
 

“Thrift
Feature”
 
shall mean the Thrift Feature of the CPSP.

(pp)
 

“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.

(qq)
 

“Valuation 

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

 
Section
2. 
Eligibility.
 

 
Benefits may only be granted to Eligible Employees.

 
Section
3. 
Supplemental Thrift Feature Account
Benefits.
 
 

For each payroll period in 
which Company Contributions
to 
a Participant's account in the

Thrift 
Feature 

are, 
or 
would 
be, 

limited 
by 
the 
Pay 

Limitations 
and/or 
by 

a 
voluntary

salary 
reduction 

to 
the 
KEDCP, 
a 

Benefit 
amount 
shall 

be 
credited 
to 
his 

or 
her

Supplemental 
Thrift 

Feature 
Account 
no 

later 
than 
the 
end 

of 
the 
month 

following 
the 
Valuation 
Date
that 
Company 
contributions 

are 
made 
to 
the 

Participant’s 
Thrift 
Feature

Account, or would 
be made to 
such
account but 
for Pay Limitations. 
The Participant will

be 
credited 

with 
an 
amount 

equal 
to 
the 

amount 
of 
his 
or 

her 
Supplemental 
Thrift

Contributions 
each 

month 
to 
the 
same 

investment 
funds 
and 

in 
the 
same 

proportions 
as 
the Participant 
has
directed 
his or 
her latest 
available
investment 
allocation for 
Deposits 
to
the Thrift Feature. 
 
Section
3.1 
Supplemental Thrift Feature Account
Earnings
 
 

The 
Supplemental 

Thrift 
Feature 
Account 

shall 
be 
eligible 

to 
be 
invested 
in 

the 
same 
investment funds 
as
are 
made available 
to Participants 
in
the 
Thrift Feature 
from time 
to

time. 
While such 
investments
shall 
consist solely 
of book 
entries
and 
shall not 
actually 

 
 

 
Exhibit 10.11.1

 

8
 

be invested in such funds, the book entry 
share value of such deemed
investment 
funds in 
this Plan 
shall
be 
determined to 
be the 
same
share 
value as 
the actual 
value
of 
shares in

the 
investment 

funds 
of 
the 

CPSP. 
The 
amounts 

deemed 
invested 
in 

this 
Plan 
shall 
be

valued at the 
same time and 
in the
same 
manner as though 
they were actually 
invested in

the 
CPSP. 

Also, 
deemed 
investments 

in 
the 
Participant’s 

Supplemental 
Thrift 
Feature 
Account
may be 
exchanged into 
other available 
investment
funds 
in the 
same manner, 
at

the same 
times, and 
subject
to 
the same 
limitations as 
though
the 
deemed amounts 
were

actually 
invested 

in 
the 
CPSP. 

However, 
to 
the 

extent 
that 
earnings 

in 
the 
form 
of

dividends 
on 

Company 
Stock 
in 

the 
CPSP 
are 

eligible 
to 
be 

passed 
through 
to 
the

Participant, such dividends will be deemed to have been reinvested in the Company Stock

Fund 
of 

this 
Plan, 
without 

regard 
to 
whether 

the 
Participant 
has 

made 
a 
pass 
through

election under the CPSP.

 
Section
4. 
Supplemental Stock Savings Feature Account
Benefits.
 
 

For 
each 

month 
in 
which 
a 

Semiannual 
Allocation 
or 

Supplemental 
Allocation 
(as 
defined
in the 
CPSP) to 
a Participant's 
account in
the 
Stock Savings 
Feature is, or 
would

be, 
limited 

by 
the 
Pay 

Limitations 
and/or 
by 

a 
voluntary 
salary 

reduction 
under 
the

KEDCP, 
a 

Benefit 
amount 
shall 

be 
credited 
to 
his 

or 
her 
Supplemental 

Stock 
Savings 
Feature Account. The
amount 
to be credited shall 
be calculated in shares in 
the Company

Stock Fund 
of this 
Plan
as 
though the 
Participant had 
made
Supplemental 
Stock Savings

Contributions 
and 

shall 
be 
equal 
to 

(i) 
the 
Participant's 

Supplemental 
Stock 
Savings

Contributions during the applicable Allocation Period (as defined in the CPSP) multiplied

by the applicable Allocation Ratio, 
divided by (ii) the share
value 
for the Company Stock

Fund 
of 

the 
CPSP 
on the 
applicable
Allocation 
Date. 
This 

amount 
shall be 
credited no

later 
than 

the 
end 
of 
the 

month 
following 
the 

Valuation 
Date 
that 

the 
Semiannual

Allocation 
or 

Supplemental 
Allocation 
to 

the 
Company 
Stock 

Fund 
would 
have 
been

made 
had 

the 
Participant 
received 

a 
Semiannual 
Allocation 

or 
Supplemental 
Allocation

under 
the 

Stock 
Savings 
Feature. 

A 
share 
in 
the 

Company 
Stock 
Fund 

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

 
 

 
Exhibit 10.11.1

 

9
 

Section 4.1 
Supplemental Stock Savings Account Feature
Earnings
 
 

After 
being 

initially 
invested 
in 

the 
Company 
Stock 

Fund 
account, 
the 

amounts 
in 
the

Participant’s 
Supplemental
Stock 
Savings Feature 
Account shall 
thereafter
be 
eligible to

be 
invested 

in 
the 
same 

investment 
funds 
as 

are 
made 
available 

to 
Participants 
in 
the

CPSP from time to 
time. 
While such
investments shall 
consist solely of book 
entries and

shall not 
actually
be 
invested 
in such 
funds,
the 
book entry 
share
value 
of 
such deemed 
investment funds
in this 
Plan shall be determined 
to be the same share 
value as the actual

value 
of 

shares 
in 
the 

investment 
funds 
of 

the 
CPSP. 
The 

amounts 
deemed invested 
in

this 
Plan 
shall
be 
valued 
at 
the 

same 
time 
and 
in
the 
same 
manner
as 
though 
they 
were

actually 
invested 

in 
the 
CPSP. 

Also, 
deemed 
investments 

in 
the 
Participant’s

Supplemental 
Stock 

Savings 
Feature 
Account 

may 
be 
exchanged 

into 
other 
available

investment 
funds 

in 
the 
same 

manner, 
at 
the 

same 
times, 
and 

subject 
to 
the 
same

limitations as though the deemed amounts 
were actually invested in
the 
CPSP. 
However, 
to
the 
extent that 
earnings in 
the
form 
of dividends 
on Company 
Stock
in 
the CPSP 
are

eligible 
to 

be 
passed 
through 

to 
the 
Participant, 

such 
dividends 
will 

be 
deemed 
to 
have

been reinvested 
in
the 
Company 
Stock
Fund 
of 
this 
Plan,
without 
regard to 
whether the

Participant has made a pass through election under the
CPSP. 

 

Section
5. 
Payment.
 

 
If 

a 
Participant 
terminates 

employment 
with 
the 

Affiliated 
Group 
for 

any 
reason 
except 
death,
Disability, 
Layoff during 
or after the 
year
in 
which the Participant 
reaches age 50,

or 
Retirement, 

Benefits 
which 
the 

Participant 
is 
eligible 

to 
receive 
under 

this 
Plan 
shall

be 
paid 

in 
one 
lump 
sum 

cash 
payment 
as 

soon 
as 
practicable 

following 
his 
or 
her

termination. 
If 

a 
Participant 
dies 

prior 
to 
Retirement, 

Benefits 
which 
the 

Participant 
is

eligible 
to 

receive 
under 
this 

Plan 
shall 
be 
paid 

in 
one 
lump 
sum 

cash 
payment 
to 
the

Participant's 
Beneficiary 

as 
soon 
as 

practicable 
after 
his 

or 
her 
death. 
If 

a 
Participant

Retires, 
is 

Laid 
off 
during 
or 

after 
the 
year 
in 

which 
the 
Participant 

reaches 
age 
50, 
or

becomes 
Disabled, 

Benefits 
which 
the 

Participant 
is 
eligible 

to 
receive 
under 

this 
Plan

shall 
be 

paid 
in 
one 
lump 

sum 
cash 
payment 

as 
soon 
as 

practicable 
following 
the

Participant's 
Retirement, 

Layoff, 
determination 
of 

Disability, 
or 
termination 
of 

 



  
Exhibit 10.11.1

 

10
 

employment; provided 
that such 
a
Participant 
may 
indicate
a 
preference 
to
defer 
part 
or 
all of such lump sum cash
payment under the terms of the KEDCP. 
 
All
lump 
sum cash 
payments shall 
be
made 
only as 
of
a 
Valuation 
Date and 
shall
be 
net 
of withholding for applicable taxes required by law.

 
The
Chief 
Executive Officer 
of ConocoPhillips, 
with
respect 
to Participants 
who are 
not

subject 
to 

section 
16 
of 

the 
Exchange 
Act, 

and 
the 
Committee, 

with 
respect 
to

Participants 
who 

are 
subject 
to 

section 
16 
of 
the 

Exchange 
Act, 
shall 

consider 
such 
indication
of 
preference and 
shall respectively 
decide
in 
the Chief 
Executive Officer's 
or

the Committee's 
sole
discretion 
whether to 
accept or 
reject
the 
preference expressed. 
In

the 
event 

the 
Chief 
Executive 

Officer 
or 
the 

Committee, 
as 
applicable, 

accepts 
such

Participant's 
preference, 

the 
Participant's 
Benefit 

from 
this 
Plan 

shall 
be 
credited 

as 
an

Award 
under 

the 
KEDCP 
as 
soon 

as 
practicable 
after 

the 
Participant's 
Retirement,

Layoff, or the date the Participant is determined to be
Disabled.
 
 

Section 5.1 
Beneficiary Designation.

 
A
Participant 
may 
designate 

a 
Beneficiary 
or 

Beneficiaries 
to
receive 
the 
entire 
balance

of 
the 

Participant’s 
Deferred 
Compensation 

Account 
by 
giving 

signed 
written 
notice 
of

such designation 
to the 
Plan
Administrator 
upon forms 
supplied by 
and
delivered 
to the

Plan 
Administrator 

and 
may 
revoke 

such 
designations 
in 

writing; 
provided, 
that 
writing

and 
signing 

may 
be 
done 
by 

any 
electronic 
means 

approved 
by 
the 

Plan 
Administrator. 


The 
Participant 

may 
from 
time 
to 

time 
change 
or 

cancel 
any 
previous 
beneficiary

designation 
in 

the 
same 
manner. 

The 
last 
beneficiary 

designation 
received 
by 

the 
Plan 
Administrator shall 
be
controlling 
over any 
prior 
designation
and 
over any 
testamentary

or 
other 

disposition. 
After 
acceptance 

by 
the 
Plan 

Administrator 
of 
such 
written

designation, it 
shall take 
effect
as 
of the 
date on 
which
it 
was signed 
by the 
Participant,

whether the 
Participant is 
living
at 
the time 
of such 
receipt,
but 
without prejudice 
to the

Company 
or 

any 
member 
of 
the 

Controlled 
Group 
or 

the 
Plan 
Administrator 

or 
their 
respective employees
and 
agents on account of 
any payment made 
under this
Plan 
before

receipt 
of 

such 
designation. 
If 

no 
designation 
of 
a 

Beneficiary 
is 
on 

file 
with 
the 
Plan 

 
 

  
Exhibit 10.11.1

 

11
 

Administrator 
at 

the 
time 
of 
the 

death 
of 
the 

Participant 
or 
such 

designation 
is 
not

effective 
for 

any 
reason 
as 

determined 
by 
the 

Plan 
Administrator, 
then, 

for 
purposes 
of

this 
Plan, 

“Beneficiary” 
shall 
mean, 

and 
such 
Benefits 

shall 
be 
paid 

to, 
(i) 
the

Participant's 
surviving 

spouse 
as 
of 
the 

Participant's 
date 
of 

death, 
or 
(ii) 
if 

there 
is 
no 
surviving spouse as of
the Participant's date of death, the Participant’s estate.

 
Section
6. 
Nonassignability.

 
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
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 

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 

 
 

  
Exhibit 10.11.1

 

12
 

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

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 
the 

claim 
and 
to 

submit 
issues 
and 

comments 
in 

 
 

  
Exhibit 10.11.1

 

13
 

writing 
to 

the 
Trustee. 
Any 

person 
filing 
an 

appeal 
from 
the 

denial 
of 
a 
claim

must 
do 

so 
in 
writing 

within 
sixty 
days 

after 
receipt 
of 

written 
notice 
of 

denial. 

The 

Trustee 
shall 
render 

a 
decision 
regarding 

the 
claim 
within 

sixty 
days 
after 
receipt
of 
a request 
for review, 
unless
special 
circumstances require 
an extension

of 
time 

for 
processing, 
in 

which 
case 
a 

decision 
shall 
be 

rendered 
within 
a 
reasonable time,
but not later than 120 
days after receipt of the request for 
review.

 
The decision 
of
the 
Trustee 
shall be 
in
writing 
and, in 
the case 
of
the 
denial of 
a 
claim in
whole 
or in part, 
shall set forth 
the
same 
information as is 
required in an

initial notice of denial by the Plan 
Administrator, other than
an 
explanation of this 
claims 
review
procedure. 
The 
Trustee 

shall 
have
absolute 
discretion 
in 
carrying

out its responsibilities to make 
its decision of an
appeal, 
including the authority to 
interpret and construe the terms hereunder, and all
interpretations, findings of fact, 
and the decision of the Trustee 
regarding the appeal shall be
final, conclusive, 
and 
binding on all parties.

(d)
 

Compliance 
with 

the 
procedures 
described 

in 
paragraphs 
(b) 

and 
(c) 
shall 
be 

a 
condition precedent to the filing of any 
action to obtain any benefit
or 
enforce any

right 
that 

any 
individual 
may 

claim 
hereunder. 
Notwithstanding 

anything 
to 
the

contrary 
in 

this 
Plan, 
these 

paragraphs 
(b), 
(c) 

and 
(d) 
may 
not 

be 
amended

without 
the 

written 
consent 
of 

a 
seventy-five 
percent 

(75%) 
majority 
of

Participants 
and 

Beneficiaries 
and 
such 

paragraphs 
shall 
survive 

the 
termination 
of this Plan until all benefits accrued hereunder have been paid.

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

 
 

  
  

 
Exhibit 10.11.1

 

14
 

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
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
11. 
Method of Providing
Payments.
 
 

(a)
 

Nonsegregation. 
Amounts 

deferred 
pursuant 
to 

this 
Plan 
and 
the 

crediting 
of 
amounts to 
a
Participant’s 
accounts shall 
represent 
the
Company’s 
unfunded and

unsecured 
promise 

to 
pay 
compensation 

in 
the 
future. 

With 
respect 
to 
said

amounts, the relationship of 
the Company and
a 
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 Participant’s 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 

 
 

  
Exhibit 10.11.1

 

15
 

any 
rights 

accruing 
to 
a 

Participant 
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. 
 
Section
12. 
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)
 

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. 
The 
forum 

and 
venue 
for 
any 

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

(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 

 
 

  
Exhibit 10.11.1

 

16
 

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. 
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 
Benefit 
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

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 CPSP.

(i)
 

It is 
the intention 
of
the 
Company that, 
so long 
as
any 
of ConocoPhillips’ 
equity

securities 
are 

registered 
pursuant 
to 

section 
12(b) 
or 

12(g) 
of 
the 
Securities

Exchange Act 
of 1934, 
this
Plan 
shall be 
operated in 
compliance
with 
16(b) and, 
if any Plan provision or transaction is found not to comply
with 
section 16(b), that

provision 
or 

transaction, 
as 
the 

case 
may 
be, 
shall 

be 
deemed 
null 
and 

void 
ab

initio
. 

Notwithstanding anything 
in the 
Plan to 
the
contrary, 
the Company, 
in its 
absolute
discretion, 
may bifurcate 
the Plan 
so
as 
to restrict, 
limit or 
condition the

use 
of 

any 
provision 
of 

the 
Plan 
to 

Participants 
who 
are 

officers 
and 
directors

subject 
to 

section 
16(b) 
without 

so 
restricting, 
limiting 

or 
conditioning 
the 
Plan

with respect to other Participants.

(j)
 

This Frozen Plan was frozen effective as 
of December 31, 2004, and was replaced 



 

  
Exhibit 10.11.1

 

17
 

by 
the 

Ongoing 
Plan. 
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 January
1, 
2005 (and earnings thereon)

are 
exempt 

from 
the 
requirements 

of 
Code 
section 

409A 
shall 
be 
made 

in 
accordance with the terms of the Frozen Plan.

(k)
 

This Plan 
was previously 
restated
and 
amended on 
December 29, 
2005, effective

as 
of 

January 
1, 
2005. 

Effective 
at 
that 

time, 
this 
Plan 

assumed 
the 
Other

Obligations 
and 

any 
other 
obligations, 

claims, 
benefits, 
rights, 

and 
duties 
as 
set

forth 
in 

the 
Amendment 
to 

and 
Merger 
of 

Amended 
and 
Restated 

Conoco 
Inc.

Salary 
Deferral 

& 
Savings 
Restoration 

Plan 
into 
Key 

Employee 
Deferred

Compensation 
Plan 

of 
ConocoPhillips 
and 

Defined 
Contribution 
Make-Up 
Plan

of 
ConocoPhillips, 

pursuant 
to 
which 

a 
portion 
of 
the 

Amended 
and 
Restated

Conoco 
Inc. 

Salary 
Deferral 
& 

Savings 
Restoration 
Plan 

was 
merged 
into 
this

Plan 
effective 

October 
3, 
2003. 

Such 
Other 
Obligations 

shall 
be 
deemed 
to 

be

part 
of 

the 
Supplemental 
Thrift 

Benefit 
Feature 
account 

of 
each 
affected

Participant 
and 

book 
entries 
made 

in 
accordance 
with 

the 
investment 
directions 
for
each affected Participant at such time.

(l)
 

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 
Defined 
Contribution 

Make-Up 
Plan. 


ConocoPhillips 
distributed
its 
interest 
in 

Phillips 
66 
to 
its 

shareholders 
as 
of 
the

Distribution. 
Notwithstanding
Section 
10 of 
this Plan, 
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 Defined Contribution Make-Up Plan.

Further, as of the 
Distribution, any Phillips 66
common 
stock ("Phillips 66 

 
 

  
Exhibit 10.11.1

 

18
 

Stock") 
held 

in 
the 
Company 

Stock 
Fund 
shall 

be 
transferred 
to 

a 
separate

Investment 
Option 

under 
this 
Plan 

that 
is 
accounted 

for 
as 
if 

investments 
were

made 
in 

Phillips 
66 
Stock, 

although 
no 
such 

actual 
investments 
need 

be 
made,

with 
accounting 

entries 
being 
sufficient 

therefor. 
Investments 
in 

the 
Phillips 
66

Stock 
fund 

will 
be 
determined 

as 
of 
the 

Distribution. 
On 
and 

after 
the 
Distribution,
a 
Participant will 
be allowed 
to
hold 
or liquidate 
his or 
her deemed

investment in Phillips 
66 Stock. 
No
additional deemed investments 
in Phillips 66 
Stock will be allowed to be elected.

 
Section
13. 
Effective Date of the Restated
Plan.
 
 

Title 
I of 
the
Defined 
Contribution Make-Up 
Plan of 
ConocoPhillips
is 
hereby amended 
and restated as set forth
in 
this 2020 Amendment and Restatement 
effective as of January

1, 2020.

 
 

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

 
 

 
 

______________________________ 
Heather G. Sirdashney

Vice President, Human Resources

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

DCMP Title I 2020 Restatement 
12-19-2019