EX-10.19.2


  
 

 
Exhibit 10.19.2

 

1
 

KEY EMPLOYEE DEFERRED COMPENSATION PLAN 
OF

CONOCOPHILLIPS 
TITLE II

(Effective for benefits earned or vested
after 

December 31, 2004)

2020 AMENDMENT AND RESTATEMENT

 
The
Key 
Employee Deferred 
Compensation Plan 
of
ConocoPhillips, 
Title 
II (“Title 
II”),

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, Title 
II was

and 
remains 

subject 
to 
the 

2013 
Restatement 
of 

the 
Key 
Employee 
Deferred

Compensation 
Plan 

of 
ConocoPhillips, 
Title 

II, 
which 
was 

effective 
as 
of 

January 
1,

2013, 
together 

with 
the 
First 

Amendment 
to 
Title 

II 
of 
the 
Key 

Employee 
Deferred 
Compensation Plan of ConocoPhillips (2013 Restatement), effective October
30, 2019. 
 
Preamble

 
The purpose of this Plan
is 
to attract and retain key employees 
by providing them with an

opportunity 
to 

defer 
receipt 
of 

cash 
amounts 
which 

otherwise 
would 
be 

paid 
to 
them 
under various
compensation programs or plans by a Participating Subsidiary.

 
Title I of the Plan is effective with regard to benefits
earned and vested prior to January 1, 
2005,
while 
Title 
II of 
the
Plan 
is effective 
with regard 
to
benefits 
earned or 
vested after 
December
31, 2004. 
Gains, losses, earnings, or expenses shall be 
allocated to the Title of

the Plan 
to which 
the
underlying 
obligations giving 
rise to 
them
are 
allocated. 
The Plan 
is sponsored and
maintained by ConocoPhillips Company. 
 
This
Title 
II of the 
Plan is intended 
(1) to
comply 
with Code section 
409A, as enacted 
as

part of the 
American Jobs Creation 
Act
of 2004, 
and official 
guidance issued thereunder, 

 
 

 
Exhibit 10.19.2

 

2
 

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)
 

“Award”
 

shall 
mean 
the 

United 
States 
cash 

dollar 
amount 
(i) 

allotted 
to 
an

Employee 
under 

the 
terms 
of 
an 

Incentive 
Compensation 
Plan 

or 
a 
Long 
Term

Incentive 
Plan, 

or 
(ii) 
required 

to 
be 
credited 

to 
an 
Employee’s 
Deferred

Compensation 
Account 

pursuant 
to 
the 

terms 
of 
an 
Award 

or 
of 
an 
Incentive

Compensation 
Plan, 

the 
Long 
Term 

Incentive 
Compensation 
Plan, 

the 
Strategic

Incentive 
Plan, 

a 
Long 
Term 

Incentive 
Plan, 
or 

any 
similar 
plans, 

or 
any

administrative 
procedure 

adopted 
pursuant 
thereto, 

or 
(iii) 
credited 

as 
a 
result 
of

an Employee’s voluntary reduction of Salary, 
or (iv) any other amount determined

by the Committee to be an Award under the Plan.

(b)
 

“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 8.

(c)
 

“Benefit”
 

shall 
mean 
an 

obligation 
of 
the 

Company 
to 
pay 

amounts 
from 
the 
Plan.

(d)
 

“Board”

shall 
mean 

the 
Board 
of 

Directors 
of 
the 

Company, 
as 
it 
may 

be 
comprised from time to time.

(e)
 

“Code”
 

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

(f)
 

“Committee”
 

shall mean the Nonqualified Plans Benefit 
Committee as appointed

from 
time 

to 
time 
by 
the 

Board; 
provided, 
however, 

that 
until 
a 

successor 
is 

 
 

 
Exhibit 10.19.2

 

3
 

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.

(g)
 

“Company”
 

shall 
mean 
ConocoPhillips 

Company, 
a 
Delaware 

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

(h)
 

“ConocoPhillips”
 

shall 
mean 
ConocoPhillips, 

a 
Delaware 
corporation, 

or 
any

successor 
corporation. 

ConocoPhillips 
is 
a 

publicly 
held 
corporation 

and 
the 
parent of the Company.

(i)
 

“Controlled
Group”
 
shall mean ConocoPhillips and its Subsidiaries.

(j)
 

“Deferred 
Compensation 

Account”
 
shall 

mean 
an 
account 

established 
and

maintained 
for 

each 
Participant 
in 

which 
is 
recorded 

the 
amounts 
of 
Awards

deferred by a 
Participant, the
deemed 
gains, losses, 
earnings, or expenses 
accrued

thereon, 
and 

payments 
made 
therefrom 

all 
in 
accordance 

with 
the 
terms 
of 

the 
Plan.

(k)
 

“Distribution”
 

shall 
have 
the 

same 
meaning 
as 

that 
set 
forth 
in 

the 
Employee

Matters 
Agreement 

by 
and 
between 

ConocoPhillips 
and 
Phillips 

66 
dated 
as 
of

April 26, 2012.

(l)
 

“Effective
Time”
 
shall have 
the
same 
meaning as 
that set 
forth
in 
the Employee

Matters 
Agreement 

by 
and 
between 

ConocoPhillips 
and 
Phillips 

66 
dated 
as 
of

April 26, 2012.

(m)
 

“Election 

Form”
 
shall
mean 
a 
written 
form, 

including 
one 
in 

electronic 
format, 
provided by 
the
Plan 
Administrator pursuant 
to which 
a
Participant 
may elect 
the 
time and form
of payment of his or her Benefits under the Plan.

(n)
 

“Eligible 

Employee”
 
shall 

mean 
an 
Employee 

who 
is 
eligible 
to 

receive 
an 
Award 
and at the
time 
of the Award 
is classified as a 
ConocoPhillips salary grade

19 or above or any equivalent salary grade at a Participating Subsidiary.

(o)
 

“Employee”
 

shall 
mean 
any 

individual 
who 
is 

a 
salaried 
employee 

of 
the 
Company or any Participating Subsidiary.

(p)
 

“ERISA”
 

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

(q)
 

“Exchange 

Act”
 
shall 

mean 
the 
Securities 

Exchange 
Act 
of 

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

(r)
 

 
“Fair Market
Value”
 
shall mean the 
value
described in the 
applicable provision 

 
 

 
Exhibit 10.19.2

 

4
 

of Section 4(a).

(s)
 

“Heritage 
Conoco 

Employee”
 
shall 

mean 
an 
individual 

employed 
by 
Conoco 
Inc., Conoco
Pipe 
Line Company, 
or Louisiana Gas Systems 
Inc. prior to January

1, 
2003; 

provided, 
however, 
that 

an 
individual 
who 

has 
been 
terminated 
from

employment with a 
member of
the 
Controlled Group at 
any time and 
rehired by a

member of 
the Controlled 
Group
after 
January 1, 
2003, shall 
not
be 
considered a 
Heritage Conoco Employee for purposes of this Plan.

(t)
 

“Incentive 
Compensation 

Plan”
 
shall 

mean 
the 
ConocoPhillips 

Variable 
Cash

Incentive 
Program, 

the 
Incentive 
Compensation 

Plan 
of 
Phillips 
Petroleum

Company, 
the 

Annual 
Incentive 
Compensation 

Plan 
of 
Phillips 
Petroleum

Company, 
the 

Special 
Incentive 
Plan 

for 
Former 
Tosco 

Executives, 
the 
Conoco

Inc. 
Global 

Variable 
Compensation 
Plan, 

or 
a 
similar 
plan 

of 
a 
Participating 
Subsidiary, or
any similar or successor plans, or all, as the context may require.

(u)
 

“Long-Term 
Incentive 

Compensation 
Plan”
 

shall 
mean 
the 
Long-Term

Incentive 
Compensation 

Plan 
of 
Phillips 

Petroleum 
Company, 
which 
was

terminated December 31, 1985.

(v)
 

“Long-Term 
Incentive
Plan”
 
shall mean
the 
ConocoPhillips Performance 
Share

Program, 
the 

ConocoPhillips 
Executive 
Restricted 

Stock 
Unit 
Program, 
the

ConocoPhillips 
Restricted 

Stock 
Unit 
Program, 

the 
Phillips 
Petroleum 
Company

Long-Term 
Incentive 

Plan, 
or 
a 
similar 

or 
successor 
plan 

of 
any 
of 
them,

established under an Omnibus Securities Plan.

(w)
 

“Omnibus 
Securities 

Plan”
 
shall 

mean 
the 
2014 

Omnibus 
Stock 
and

Performance 
Incentive 

Plan 
of 
ConocoPhillips, 

the 
2011 
Omnibus 

Stock 
and

Performance 
Incentive 

Plan 
of 
ConocoPhillips, 

the 
2009 
Omnibus 

Stock 
and

Performance 
Incentive 

Plan 
of 
ConocoPhillips, 

the 
2004 
Omnibus 

Stock 
and 
Performance Incentive
Plan 
of ConocoPhillips, the 
2002 Omnibus Securities 
Plan

of 
Phillips 

Petroleum 
Company, 
the 

Omnibus 
Securities 
Plan 

of 
Phillips

Petroleum 
Company, 

the 
1998 
Stock 

and 
Performance 
Incentive 

Plan 
of

ConocoPhillips, 
the 

1998 
Key 
Employee 

Stock 
Plan 
of 

ConocoPhillips, 
or 
a 
similar or
successor plan of any of them.

(x)
 

“Participant”
 

shall mean 
a person 
for whom 
a
Deferred 
Compensation Account 
is maintained. 

 
 

 
Exhibit 10.19.2

 

5
 

(y)
 

“Participating 

Subsidiary”
 
shall 

mean 
a 
Subsidiary 

that 
has 
adopted 

one 
or

more 
plans 

making 
participants 
eligible 

for 
participation 
in 

this 
Plan 
and 
one 

or 
more Employees of which are Potential Participants.

(z)
 

“Plan”

shall 
mean 

the 
Key 
Employee 

Deferred 
Compensation 
Plan 
of

ConocoPhillips. 
The Plan is sponsored and maintained by the Company.

(aa)
 

“Plan
Administrator”
 
shall mean the Committee.

(bb)
 

“Plan Year 
”

shall mean January 1 through December 31.

(cc)
 

“Potential
Participant”
 
shall mean 
a
person 
who has 
received a 
notice specified

in Section 2.

(dd)
 

“Restricted
Stock”
 
and

“Restricted Stock
Units”
 
shall mean respectively shares

of 
Stock 

and 
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.

(ee)
 

“Retirement”
 

or

“Retire”
 

or

“Retiring”
 

shall 
mean 
Separation 

from 
Service 
from the
Controlled 
Group on or 
after age 55 
or above
and 
on or after 
the earliest

early 
retirement 

date 
as 
defined 

in 
applicable 
title 

of 
the 
ConocoPhillips 
Retirement
Plan or of the applicable retirement plan of a Participating Company.

(ff)
 

“Schedule 
A 

Employee”
 
shall 

mean 
an 
Employee 

whose 
name 
appears 
in

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

(gg)
 

“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

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.

(hh)
 

“Settlement 

Date”
 
shall 

mean 
the 
date 
on 

which 
all 
acts 

under 
an 
Incentive

Compensation 
Plan, 

a 
Long-Term 
Incentive 

Plan, 
or 
the 

Long-Term 
Incentive 

 
 

 

 
Exhibit 10.19.2

 

6
 

Compensation 
Plan 

or 
actions 
directed 

by 
the 
Committee, 

as 
the 
case 
may 

be,

have 
been 

taken 
which 
are 

necessary 
to 
make 

an 
Award 
payable 

to 
the 
Participant.

(ii)
 

“Salary”
 

shall mean 
the monthly 
equivalent rate 
of
pay 
for 
an Employee 
before

adjustments for any before-tax voluntary reductions.

(jj)
 

“Stock”
 

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

(kk)
 

“Strategic Incentive
Plan”
 
shall mean the
Strategic 
Incentive Plan portion of the

1986 
Stock 

Plan 
of 
Phillips 

Petroleum 
Company, 
of 

the 
1990 
Stock 

Plan 
of

Phillips 
Petroleum 

Company, 
of 
the 

Phillips 
Petroleum 
Company 
Omnibus

Securities Plan, and of any successor plans of similar nature.

(ll)
 

“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.

(mm)
 

“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
2. 
Notification of Potential Participants.

 

(a)
 

Incentive 
Compensation 

Plan. 
Each 
Plan 

Year 
after 
2008, 
at 

such 
times 
as 
the

Plan 
Administrator 

may 
determine, 
Eligible 

Employees 
who 
are 

expected 
to 
be 
eligible to receive
an Award 
for the immediately following calendar year under an 
Incentive
Compensation 
Plan will 
be notified 
and
given 
the opportunity 
to make

an 
election, 

using 
the 
Election 

Form 
or 
in 
such 

other 
manner 
prescribed 

by 
the

Plan 
Administrator, 

to 
defer 
all 
or 

part 
of 
such 
Award 

(although 
with 
regard 
to

deferral 
of 

an 
Award 
from 
the 

Performance 
Share 
Program 

for 
Performance 
Period XI [2013 -2015], an election may defer either none or all
of 
the Award, 
not 
a part less than all
thereof); provided, however, that 
in the case of an Award 
under 

 
 

 
  

 

 
Exhibit 10.19.2

 

7
 

an 
Incentive 

Compensation 
Plan 
determined 

by 
the 
Plan 

Administrator 
to 
be

"performance-based 
compensation" 

under 
Code 
section 

409A, 
the 
Plan

Administrator 
may 

delay 
the 
notification 

and 
opportunity 
to 

make 
an 
election 
until no later than
June 30 of the year for which the Award 
is to be
made. 


(b)
 

Salary 
Reduction. 

With 
regard 
to 
each 

Plan 
Year, 
at 
such 

times 
as 
the 
Plan

Administrator may 
determine,
Eligible 
Employees on 
the U.S. 
dollar
payroll 
will

be 
notified 

and 
given 
the 

opportunity 
to 
make 

an 
election, 
using 

the 
Election

Form 
or 

in 
such 
other 

manner 
prescribed 
by 

the 
Plan 
Administrator, 

to 
make 
a 
voluntary
reduction 
of Salary 
for each 
pay
period 
of the 
following calendar 
year,

in 
which 

case 
the 
Company 

will 
credit 
a 
like 

amount 
as 
an 
Award 

hereunder,

provided 
that 

the 
amount 
of 
such 

voluntary 
reduction 
shall 

not 
be 
less 
than 

1% 
nor more than 50% of the Eligible Employee’s Salary per pay period.

(c)
 

Long-Term 
Incentive
Plan. 
With 
regard
to 
each 
Plan 
Year, 

at 
such 
times 
as 

the 
Plan Administrator may 
determine, Employees
who 
are expected to 
be eligible 
to

receive an Award 
for services
rendered 
during a performance 
period beginning in

the 
immediately 

following 
calendar 
year 

under 
a 
Long-Term 
Incentive
Plan 
will

be 
notified 

and 
given 
the 

opportunity 
to 
make 

an 
election, 
using 

the 
Election 
Form or in such other manner prescribed by
the 
Plan Administrator, to defer 
all or

part of such Award 
; 
provided, that
this 
paragraph shall not apply 
to Awards 
made

under the 
Restricted 
Stock
Unit 
Program
or 
its 
predecessor, 
the
Restricted 
Stock

Program; 
and 

provided, 
further, 
that 

this 
paragraph 
shall 

be 
effective 
only 
with

regard 
to 

Awards 
made 
pursuant 

to 
the 
Performance 

Share 
Program 
for

performance 
periods 

beginning 
in 
2013 

or 
thereafter; 
and 

provided, 
further, 
that

this 
paragraph 

shall 
be 
effective 

with 
regard 
to 

Awards 
made 
pursuant 

to 
the 
Executive Restricted
Stock 
Unit Program in 
2018 and 
2019
but 
shall not 
apply to

Awards 
made 

pursuant 
to 
the 

Executive 
Restricted 
Stock 

Unit 
Program 
for 
Awards
made 
after December 31, 2019

 
Section
3. 
Election to Defer Award or Reduce Salary.

 

(a)
 

Incentive Compensation 
Plan. 
If
a 
Potential Participant 
elects to 
defer
under 
this

Plan 
all 

or 
any 
part 
of 

the 
Award 
to 
which 

a 
notice 
received 

under 
Section 
2(a) 

 
 

 
  

 
Exhibit 10.19.2

 

8
 

pertains, 
the 

Potential 
Participant 
must 

make 
such 
election, 

using 
the 
Election 
Form
or 
in such 
other manner 
prescribed
by 
the 
Plan Administrator, 
which must

be 
received 

on 
or 
before 

December 
31 
of 
the 

year 
in 
which 
said 

Section 
2(a)

notice 
was 

received 
(or 
at 

such 
earlier 
time 

as 
may 
be 

prescribed 
by 
the 
Plan

Administrator). 
The 

Potential 
Participant's 
election 

shall 
become 
irrevocable 
on

December 31 of the year in which said Section 2(a) notice was received (except in

the 
case 

of 
an 
election 
for 

an 
Award 
under 
an 

Incentive 
Compensation 
Plan

determined 
by 

the 
Plan 
Administrator 

to 
be 
"performance-based 
compensation"

under Code section 409A, 
the election shall
become 
irrevocable on June 30 
of the

year 
for 

which 
the 
Award 

is 
to 
be 
made, 

if 
so 
designated 

by 
the 
Plan

Administrator), 
subject 

to 
the 
provisions 

Section 
5(d). 
If 

an 
election 
is 
not

properly 
made 

and 
timely 
received, 

the 
Potential 
Participant 

will 
be 
deemed 
to

have 
elected 

to 
receive 
and 
not 

to 
defer 
any 
such 

Incentive 
Compensation 
Plan 
Award.

(b)
 

Salary Reduction. 
If a 
Potential
Participant 
elects to 
voluntarily reduce 
Salary to

which 
a 

notice 
received 
under 

Section 
2(b) 
pertains 

and 
receive 
an 
Award

hereunder 
in 

lieu 
thereof, 
the 

Potential 
Participant 
must 

make 
an 
election, 
using

the Election 
Form or 
in
such 
other manner 
prescribed by 
the
Plan 
Administrator, 
which must be received on or
before 
December 31 (or such earlier time as 
may be

prescribed by 
the 
Plan
Administrator) 
prior to 
the 
beginning
of 
the 
Plan Year 
of

the 
elected 

deferral. 
Such 
election 

must 
be 
in 
writing 

signed 
by 
the 
Potential

Participant 
and 

must 
state 
the 

amount 
of 
the 
salary 

reduction 
the 
Potential

Participant 
elects. 

Such 
election 
becomes 

irrevocable 
on 
December 

31 
prior 
to

the 
beginning 

of 
the 
Plan 
Year, 

subject 
to 
the 

provisions 
Section 
5(d). 

If 
an 
election is not properly made and timely received, the
Potential 
Participant will be 
deemed to have elected to receive and not to defer any such Salary.

(c)
 

Long-Term 
Incentive 

Plan. 
If 
a 

Potential 
Participant 
elects 

to 
defer 
under 
this

Plan 
all 

or 
any 
part 
of 

the 
Award 
to 
which 

a 
notice 
received 

under 
Section 
2(c)

pertains, 
the 

Potential 
Participant 
must 

make 
such 
election, 

using 
the 
Election 
Form
or 
in such 
other manner 
prescribed
by 
the 
Plan Administrator, 
which must

be 
received 

on 
or 
before 

December 
31 
of 
the 

year 
in 
which 
said 

Section 
2(c)

notice 
was 

received 
(or 
at 

such 
earlier 
time 

as 
may 
be 

prescribed 
by 
the 
Plan 

 
 

 

 
Exhibit 10.19.2

 

9
 

Administrator). 
The 

Potential 
Participant's 
election 

shall 
become 
irrevocable 
on

December 31 
of the 
year
in 
which said 
Section 2(c) 
notice
was 
received, 
subject

to 
the 

provisions 
Section 
5(d). 

If 
an 
election 
is 

not 
properly 
made 

and 
timely

received, 
the 

Potential 
Participant
will 
be 
deemed 
to 

have elected 
to 
receive 
and

not to defer any such Long-Term Incentive Plan Award.

 
Section
4. 
Deferred Compensation Accounts.

 

(a)
 

Credit for Deferral. 
Amounts deferred pursuant to Section 3(a)
will 
be credited to 
a
Deferred 
Compensation Account 
for the 
Participant
for 
the Plan 
Year 
in which

the 
amounts 

are 
deferred 
not 

later 
than 
30 
days 

after 
the 
Settlement 

Date 
of 
the 
Incentive Compensation
Plan.

 
Amounts 

deferred 
pursuant 
to 

other 
provisions 
of 

this 
Plan 
shall 
be

credited to a Deferred Compensation Account for the Participant for the Plan Year

in 
which 

such 
amounts 
are 

deferred 
not 
later 

than 
30 
days 
after 

the 
date 
the 
Award or Salary would
otherwise 
be payable.

 
If 

an 
Award 
in 
the 

form 
of 
Restricted 

Stock 
or 
Restricted 

Stock 
Units

provides 
that, 

in 
certain 
instances 

the 
Restricted 
Stock 

or 
Restricted 
Stock 
Units

shall 
be 

cancelled 
and 
a 

market 
value 
in 

lieu 
thereof 
be 

credited 
to 
a 
Deferred

Compensation Account for the Participant, 
then the market value shall
be 
credited

to 
a 

Deferred 
Compensation 
Account 

for 
the 
Participant 

as 
of 
the 
day 

that 
the 
Award 
in the form of
Restricted 
Stock or Restricted Stock Units 
is cancelled. 
For

Awards 
deferred under Section 3(c), the market value of the underlying Restricted

Stock or 
the shares 
represented
by 
the Restricted 
Stock units 
under
a 
Long-Term 
Incentive Plan shall be 
the
Fair Market Value 
defined in the 
agreement pertaining

to the Award 
on the Settlement 
Date of
the 
Award 
(or if such 
agreement does not

define 
Fair 

Market 
Value, 
then 

the 
definition 
of 

Fair 
Market 
Value 

under 
the

Omnibus 
Securities 

Plan 
under 
which 

the 
Award 
was 
made 

shall 
be 
used). 
For

other Awards, 
following shall apply:

(1)
 

The 
market 

value 
of 
the 

underlying 
Restricted 
Stock 

or 
the 
shares

represented 
by 

the 
Restricted 
Stock 

Units 
awarded 
under 

a 
Long 
Term 

 
 

  

 
Exhibit 10.19.2

 

10
 

Incentive 
Plan, 

under 
an 
Incentive 

Compensation 
Plan 
that 

began 
on 
or

after 
January 

1, 
2003, 
under 
an 

Omnibus 
Securities 
Plan 

(with 
regard 
to

awards 
made 

on 
or 
after 

January 
1, 
2003), 

and 
for 
the 

Special 
Stock

Awards 
issued 

on 
October 
22, 

2002, 
shall 
be 
the 

monthly 
average 
Fair 
Market
Value 
of the Stock during the calendar month 
preceding the month

in which 
the restrictions 
lapse
or 
shares are 
to be 
delivered
as 
applicable. 

The monthly
average 
Fair Market Value 
of the Stock 
is the
average 
of the 
daily Fair Market
Value 
of the Stock for each trading day of the month.

(2)
 

For Awards 
made prior 
to
those 
times, the 
market value of 
the underlying

Restricted 
Stock 

or 
the 
shares 

represented 
by 
the 

Restricted 
Stock 
Units,

as 
applicable, 

shall 
be 
based 
on 

the 
higher 
of 
(i) 

the 
average 
of 
the 

high 
and low selling 
prices of
the 
Stock on the 
date the restrictions 
lapse or the

last 
trading 

day 
before 
the 
day 

the 
restrictions 
lapse 

if 
such 
date 
is 

not 
a

trading 
day 

or 
(ii) 
the 

average 
of 
the 

high 
three 
monthly 

Fair 
Market

Values 
of 

the 
Stock 
during 

the 
twelve 
calendar 

months 
preceding 
the 
month
in 
which the 
restrictions lapse. 
The
monthly 
Fair Market 
Value 
of

the 
Stock 

is 
the 
average 
of 

the 
daily 
Fair 

Market 
Value 
of 

the 
Stock 
for 
each
trading 
day of 
the month. 
The
daily 
Fair Market 
Value 
of
the 
Stock 
shall be deemed 
equal
to 
the average of 
the high 
and low
selling 
prices of 
the Stock on the New
York 
Stock Exchange.

(b)
 

Designation 
of 

Investments. 
The 
amount 

in 
each 
Deferred 
Compensation

Account 
of 

a 
Participant 
shall 

be 
deemed 
to 
have 

been 
invested 
and 
reinvested

from time 
to time, 
in
such 
“eligible securities” 
as the 
Participant
shall 
designate. 


Prior 
to 

or 
in 
the 
absence 

of 
a 
Participant’s 

designation, 
the 
Company 
shall

designate an “eligible security” in 
which the
Participant’s 
Deferred Compensation 
Account
shall 
be deemed 
to have 
been
invested 
until designation 
instructions are

received 
from 

the 
Participant. 
Eligible 

securities 
are 
those 

securities 
designated

by 
the 

Chief 
Financial 
Officer 

of 
ConocoPhillips, 
or 

his 
successor. 
The 
Chief

Financial 
Officer 

of 
ConocoPhillips 
may 

include 
as 
eligible 

securities, 
stocks

listed 
on 

a 
national 
securities 

exchange, 
and 
bonds, 

notes, 
or 
debentures,

corporate 
or 

governmental, 
either 
listed 

on 
a 
national 

securities 
exchange 
or 
for

which price quotations are published in The Wall 
Street Journal, and shares issued 



 

  

 
Exhibit 10.19.2

 

11
 

by 
investment 

companies 
commonly 
known 

as 
“mutual 
funds.” 

The 
Deferred

Compensation 
Accounts 

of 
a 
Participant 

will 
be 
adjusted 
to 

reflect 
the 
deemed

gains, 
losses, 

earnings, 
or 
expenses 

as 
though 
the 

amount 
deferred 
was 
actually

invested and 
reinvested in 
the
eligible 
securities for 
each Deferred 
Compensation

Account of the Participant.

 
Notwithstanding anything 
to the
contrary 
in this 
Section 4(b), in 
the event

the Company (or any trust 
maintained for this purpose)
actually 
purchases or sells

such 
securities 

in 
the 
quantities 

and 
at 
the 
times 

the 
securities 
are 

deemed 
to 
be

purchased 
or 

sold 
for 
a 

Deferred 
Compensation 
Account 

of 
a 
Participant, 
the

Account shall be adjusted accordingly to reflect the price actually paid or received

by 
the 

Company 
for 
such 

securities 
after 
adjustment 

for 
all 
transaction 
expenses

incurred (including without limitation brokerage fees and stock transfer taxes).

 
In 

the 
case 
of 
any 

deemed 
purchase 
not 

actually 
made 
by 

the 
Company, 
the
Deferred 
Compensation Account 
shall be 
charged
with 
a dollar 
amount equal

to 
the 

quantity 
and 
kind
of 
securities 
deemed 
to 

have been 
purchased 
multiplied

by 
the 

fair 
market 
value 

of 
such 
security 

on 
the 
date 
of 

reference 
and 
shall 
be

credited 
with 

the 
quantity 
and 

kind 
of 
securities 

so 
deemed 
to 
have 

been 
purchased. 
In the case of any deemed sale not actually made by the
Company, 
the 
account shall 
be
charged 
with the 
quantity and 
kind
of 
securities deemed 
to have

been 
sold 

and 
shall 
be 

credited 
with 
a 

dollar 
amount 
equal 

to 
the 
quantity 
and

kind of securities deemed 
to have been sold
multiplied 
by the fair market 
value of

such 
security 

on 
the 
date 
of 

reference. 
As 
used 

in 
this 
paragraph 

“fair 
market

value” 
means 

in 
the 
case 
of 

a 
listed 
security 

the 
closing 
price 

on 
the 
date 
of

reference, 
or 

if 
there 
were 
no 

sales 
on 
such 
date, 

then 
the 
closing 

price 
on 
the

nearest 
preceding 

day 
on 
which 
there 

were 
such 
sales, 
and 

in 
the 
case 
of 

an

unlisted 
security 

the 
mean 
between 

the 
bid 
and 
asked 

prices 
on 
the 
date 

of 
reference, or 
if no 
such
prices 
are available 
for such 
date,
then 
the mean 
between

the 
bid 

and 
asked 
prices 
to 

the 
nearest 
preceding 

day 
for 
which 
such 

prices 
are 
available.

(c)
 

Payments. 
A Participant’s 
Deferred
Compensation Account 
shall be debited 
with

respect 
to 

payments 
made 
from 

the 
account 
pursuant 

to 
this 
Plan 
as 

of 
the 
date 
such
payments 
are made 
from
the 
account. 
Payments shall 
be
made 
on the 
dates 

 
 

  
  

 
Exhibit 10.19.2

 

12
 

specified 
in 

the 
elections 
of 

the 
Participant; 
provided, 

however, 
that 
the

Participant 
shall 

have 
no 
right 
to 

complain 
or 
make 
a 

claim 
about 
the 

date 
of 
a

payment 
if 

such 
payment 
is 

made 
no 
earlier 

than 
30 
days 
prior 

to 
the 
specified

date 
and 

no 
later 
than 
the 

end 
of 
the 

calendar 
year 
in 

which 
such 
specified 
date

falls 
(or, 

if 
later, 
by 
the 

15
th
 

day 
of 
the 
third 

calendar 
month 
following 
the

specified date).

 
If any person to whom a payment is due hereunder
is 
under legal disability

as 
determined 

in 
the 
sole 

discretion 
of 
the 

Plan 
Administrator, 
the 
Plan

Administrator 
shall 

have 
the 
power 
to 

cause 
the 
payment 

due 
such 
person 
to 

be

made 
to 

such 
person’s 
guardian 

or 
other 
legal 

representative 
for 
the 
person’s

benefit, 
and 

such 
payment 
shall 

constitute 
a 
full 

release 
and 
discharge 

of 
the 
Company, 
all
members 
of the 
Controlled Group, 
the
Plan 
Administrator, 
and any 
fiduciary
of the Plan.

(d)
 

Statements. 
At 

least 
one 
time 
per 

year 
the 
Plan 

Administrator 
(or 
a 

third 
party 
acting for the Plan Administrator) will furnish each Participant a written
statement

setting 
forth 

the 
current 
balance 

in 
the 
Participant’s 

Deferred 
Compensation 
Accounts, the amounts credited or debited to
such 
account since the last statement

and 
the 

payment 
schedule 
of 

deferred 
Awards, 
and 

deemed 
gains, 
losses, 
earnings,
or expenses accrued thereon as provided 
by the deferred payment option

selected 
by 

the 
Participant. 
This 

provision 
shall 
be 

deemed 
satisfied 
if 

the 
Plan

Administrator 
(or 

a 
third 
party 

acting 
for 
the 
Plan 

Administrator) 
makes 
such

information 
available 

through 
electronic 
means, 

such 
as 
a 
web 

site, 
and 
informs

affected 
Participants 

of 
the 
availability 

of 
the 
information 

and 
the 
manner 
of

accessing it.

 
Section
5. 
Payments from Deferred Compensation Accounts.

 

(a)
 

Election 
of 

Method 
of 
Payment. 

At 
the 
time 
a 

Potential 
Participant 
submits 
an

election 
to 

defer 
all 
or 
any 

part 
of 
an 
Award 

under 
an 
Incentive 
Compensation

Plan as provided 
in Section 3(a)
above 
or to reduce 
any part of salary 
as provided

in Section 
3(b) above 
or
to 
defer all 
or any 
part
of 
an Award 
under a 
Long-Term

Incentive 
Plan 

as 
provided 
in 

Section 
3(c) 
above, 

the 
Potential 
Participant 
shall 

 



  

 
Exhibit 10.19.2

 

13
 

also elect, using the Election Form or 
in such other manner prescribed by
the 
Plan 
Administrator, which of the payment options, provided for in Paragraph (b) of this

Section, 
shall 

apply 
to 
the 

deferred 
portion 
of 

said 
Award 
or 

salary 
adjusted 
for

any 
deemed 

gains, 
losses, 
earnings, 

or 
expenses 
accrued 

thereon 
credited 
to 
the

Participant’s 
Deferred 

Compensation 
Account 
under 

this 
Plan. 
Subject 
to

Paragraph 
(d) 

of 
this 
Section, 

the 
election 
of 

the 
method 
of 

payment 
of 
the

amount 
deferred
shall 
become 
irrevocable
on 
December 
31 
of 

the 
year 
in 
which

the applicable 
Section 2(a), 
(b),
or 
(c) notice 
was 
received
(except 
in the 
case of

an 
election 

for 
an 
Award 
under 

an 
Incentive 
Compensation 

Plan 
determined 
by

the 
Plan 

Administrator 
to 
be 

“performance-based 
compensation” 
under 
Code

section 
409A, 

the 
election 
shall 

become 
irrevocable 
on 

June 
30 
of 
the 

year 
in

which 
said 

Section 
2(a) 
notice 

was 
received, 
if 
so 

designated 
by 
the 
Plan

Administrator). 
If 

an 
election 
does 

not 
properly 
indicate 

a 
time 
and 
method 

of 
payment, the 
Potential
Participant 
will be 
deemed to 
have
elected 
to receive 
such

payment 
in 

a 
single 
lump 
sum 

at 
the 
earlier 
of 

death 
or 
the 
first 

of 
the 
calendar

quarter 
that 

is 
(i) 
with 
regard 

to 
elections 
made 

before 
January 
1, 

2020, 
six 
(6)

months 
after 

the 
date 
of 
the 

Participant’s 
Separation 
from 

Service 
and 
(ii) 
with

regard 
to 

elections 
mad 
after 

December 
31, 
2019, 

twelve 
(12) 
months 

after 
the 
date of the Participant’s Separation from
Service 
other than by death.

(b)
 

Payment Options. 
A Potential Participant may elect, using an
Election 
Form or in

such 
other 

manner 
prescribed 
by 

the 
Plan 
Administrator, 

to 
have 
the 
deferred

portion of 
an Incentive 
Compensation
Plan 
Award 
or salary 
or
an 
Award 
under a

Long-Term 
Incentive 

Plan, 
described 
in 

Sections 
3(a), 
(b), 

and 
(c) 
respectively

(adjusted 
for 

any 
deemed 
gains, 

losses, 
earnings, 
or 

expenses 
accrued 
thereon) 
paid,
provided 
that, for 
elections after 
December
31, 
2019, no 
first payment 
shall

commence later than the
100
th
 

birthday of the Participant:

(1)
 

(After
Separation 
from 

Service)
 
in 1 
to
15 
annual installments, 
in 2 
to 30

semi-annual installments, or 
in 4
to 
60 quarterly installments, 
the payment

of the first of 
any of such
installments 
to commence on the 
first day of the

first calendar 
quarter which 
is
on 
or 
after 
one
year 
from 
the 
Participant’s

Separation 
from 

Service 
and 
is 
no 

longer 
than 
five 

years 
from 
the

Participant’s 
Separation 

from 
Service, 
subject 

to 
Paragraph 
(d) 

of 
this 

 
 

  
  

 
Exhibit 10.19.2

 

14
 

Section, or

(2)
 

(Date 

Certain)
 
with 

regard 
only 
to 
the 

deferred 
portion 
of 

an 
Incentive 
Compensation
Award 
or 
of salary 
(but
only 
with respect 
to salary 
earned

on or after 
January 1, 2015) 
or of
an 
Award 
under
a 
Long-Term 
Incentive

Plan 
(described 

in 
Sections 
3(a), 

(b), 
and 
(c) 

respectively), 
in 
1 

to 
15

annual 
installments, 

in 
2 
to 
30 

semi-annual 
installments, 
or 

in 
4 
to 
60

quarterly installments, the 
payment of
the 
first of 
any of such 
installments

to 
commence 

on 
the 
first 
day 

of 
calendar 
quarter 

which 
is 
designated 
by

the Participant, 
is at 
least
one 
year after 
the date 
on
which 
the election 
is 
made, subject to
Paragraph (d) of this Section.

(3)
 

In the event that no election is properly and timely made with regard to the

time and method of payment under 
Section 5(b)(i), payment shall
be 
made

on 
the 

earlier 
of 
the 

death 
or 
the 
date 

which 
is 
the 
first 

of 
the 
calendar 
quarter that is
(i) with regard to elections 
made before January 1, 2020, six 
(6)
months 
after the 
date of 
the
Participant’s 
Separation from 
Service and

(ii) twelve 
(12) months 
after
the 
date of 
the Participant’s 
Separation from

Service, 
whether 

by 
retirement, 
disability, 

or 
otherwise 
(other 

than 
by 
death), of the Participant, subject to Paragraph (d) of this Section.

A Potential Participant may elect, using an 
Election Form or in such
other 
manner

prescribed 
by 

the 
Plan 
Administrator, 

to 
have 
the 

deferred 
portion 
of 

a 
Long-
Term 

Incentive 
Plan 
Award 

deferred 
pursuant 
to 

Section 
3(c) 
(adjusted 

for 
any

deemed 
gains, 

losses, 
earnings, 
or 

expenses 
accrued 
thereon) 

paid 
at 
such 
times

and in such manner as set forth on such Election Form, subject to Paragraph (d) of

this Section.

(c)
 

Method of Payment of the 
Value 
of
Certain Restricted Stock 
and Restricted Stock

Units. 
If an Award 
(other than an
Award 
deferred pursuant to Section 3(c)) 
in the

form 
of 

Restricted 
Stock 
or 

Restricted 
Stock 
Units 

provides 
that 
in 
certain

instances the 
Restricted 
Stock
or 
Restricted Stock 
Units shall 
be
cancelled 
and a 
market value 
in
lieu 
thereof be 
credited to 
a
Deferred 
Compensation Account 
for

the 
Participant, 

payment 
of 
such 
Deferred
Compensation 
Account shall 
be 
made

on the earlier of the 
death or the date
which 
is the first of 
the calendar quarter that

is 
(i) 

with 
regard 
to 

elections 
made 
before 

January 
1, 
2020, 

six 
(6) 
months 
after 

 
 

  
  

 
  

 
Exhibit 10.19.2

 

15
 

the 
date 

of 
the 
Participant’s 

Separation 
from 
Service 

and 
(ii) 
with 

regard 
to

elections 
made 

after 
December 
31, 

2019, 
twelve 
(12) 

months 
after 
the 

date 
of

Separation 
from 

Service, 
whether 
by 

retirement, 
disability, 
or 

otherwise 
(than 
death), of the Participant, subject to Paragraph (d) of this Section.

(d)
 

Change 
in 

Time 
or 
Form 
of 

Payment. 
A 
Participant 

may 
make 
an 

election 
to 
change the time 
or
form of 
payment elected or 
set under 
Section 5
(including 
this 
Paragraph (d)), but only if the following rules are satisfied:

(1)
 

The 
election 

to 
change 
the 
time 

or 
form 
of 
payment 

may 
not 
take 
effect

until at least twelve months after the date on which such election is made;

(2)
 

Except 
for 

a 
payment 
made 

with 
respect 
to 

the 
death 
of 
the 

Participant,

payment 
under 

such 
election 
may 

not 
be 
made 

earlier 
than 
at 

least 
five

years 
from 

the 
date 
the 

payment 
would 
have 

otherwise 
been 
made 
or

commenced;

(3)
 

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

(4)
 

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

(5)
 

The 
election 

may 
not 
result 
in 

an 
impermissible 
acceleration 

of 
payment 
prohibited under Code section 409A;

(6)
 

No 
more 

than 
three 
(3) 

such 
elections 
shall 

be 
permitted 
with 

respect 
to 
each Deferred Compensation Account of a Participant; and

(7)
 

For 
changes 

made 
after 
December 

31, 
2019, 
no 
first 

payment 
may 
be 
scheduled to
commence after the
100
th
 

birthday of the
Participant. 


(e)
 

Effect 
of 

Taxation. 
If 
a 

portion 
of 
a 

Participant’s 
Benefits 
under 

the 
Plan 
(and

gains, 
losses, 

earnings, 
or 
expenses 

thereon) 
is 
includible 

in 
income 
under 
Code

section 409A, such portion shall be distributed immediately to the Participant.

(f)
 

Installment 
Amount. 

The 
amount 
of 
each 

installment 
shall 
be 

determined 
by

dividing 
the 

balance 
in 
the 

Participant’s 
Deferred 
Compensation 

Account 
as 
of 
the
date 
the installment 
is to 
be
paid, 
by the 
number of 
installments
remaining 
to 
be paid (inclusive of the current installment).

(g)
 

Death 
of 

Participant. 
Upon 
the 

death 
of 
a 

Participant, 
the 
Participant’s

Beneficiary 
or 

Beneficiaries 
determined 
in 

accordance 
with 
Section 

8., 
shall

receive 
payments 

in 
accordance 
with 

the 
payment 
option 

selected 
by 
the 

 
 

  
Exhibit 10.19.2

 

16
 

Participant 
or, 

if 
no 
payment 

option 
was 
properly 

and 
timely 
selected 

by 
the

Participant 
with 

regard 
to 
a 

Deferred 
Compensation 
Account, 

upon 
the 
death 
of

the Participant.

 
Section
6. 
Special Provisions for Former ARCO Alaska Employees.

 
Notwithstanding
any 
provisions to 
the contrary, 
in
order 
to comply 
with the 
terms
of 
the

Master 
Purchase 

and 
Sale 
Agreement 

(“Sale 
Agreement”) 
by 

which 
the 
Company 
acquired
certain 
Alaskan assets 
of Atlantic 
Richfield
Company 
(“ARCO”), a 
Participant

who was eligible to participate in 
the ARCO employee benefit plans
immediately 
prior to

becoming 
an 

Employee 
and 
who 

was 
not 
employed 

by 
ARCO 
Marine, 

Inc. 
(a 
“former 
ARCO
Alaska 
employee”) and 
who
was 
classified 
as a 
grade
7 
or 8 
under ARCO’s 
job

classification 
system 

and 
was 
eligible 

under 
ARCO’s 
Executive 

Deferral 
Plan 
to 
voluntarily
reduce salary 
and defer the amount 
of the voluntary salary 
reduction and
who

was 
classified 

as 
a 
grade 
31 

or 
below 
at 
that 

time 
under 
Phillips 

Petroleum 
Company’s 
job classification system
may, 
in a manner prescribed by the Plan Administrator, 
make an

election 
to 

voluntarily 
reduce 
salary 

and 
defer 
the 

amount 
of 
the 

voluntary 
salary 
reduction for salary
received 
for 2005 and receive 
a salary deferral credit 
under this Plan;

provided, that 
all of 
the
Plan 
provisions (other 
than eligibility 
to
participate) 
shall apply 
to such an election.

 
Section
7. 
Schedule A Employees.

 

Notwithstanding 
any 

earlier 
election 
or 

indication 
of 
preference 

to 
participate 
in 
voluntary
salary reductions 
to be deferred 
into the 
Plan
in 
2005 or deferrals 
into the Plan 
in
2005 
of Awards 
under an 
Incentive
Compensation 
Plan, Schedule 
A Employees 
shall

have 
their 

participation 
in 
the 

Plan 
for 
2005 

revoked 
as 
to 
the 

salary 
reductions 
or

Incentive 
Compensation 

Plan 
Award 
or 

both, 
as 
indicated 

on 
Schedule 
A 
to 

this 
Plan. 


Any 
such 

deferrals 
made 
in 

2005 
for 
such 

Schedule 
A 
Employees 

shall 
be 
returned 
to

them 
(together 

with 
any 
gains, 

losses, 
earnings, 
or 

expenses 
thereon) 
on 

or 
before 
December 31, 2005.

 

 
 

  
Exhibit 10.19.2

 

17
 

Section 8. 
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

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
9. 
Acceleration of Payment of Benefits.

 

Notwithstanding 
any 

other 
provision 
of 

this 
Plan 
to 
the 

contrary, 
except 
as 

provided 
in 
Section 18(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 

 
 

  
Exhibit 10.19.2

 

18
 

be 
distributed 

immediately 
to 
the 

Participant 
in 
accordance 

with 
section 

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

 
Section
10. 
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
11. 
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 

 
 

  
Exhibit 10.19.2

 

19
 

shall be binding, final and conclusive on all parties.

(b)
 

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. 

 

Section 11.1 
Claim for
Benefits.
 
 

(a)
 

Any 
claim 

for 
benefits 
hereunder 

shall 
be 
presented 

in 
writing 
to 
the 

Plan

Administrator 
for 

consideration, 
grant, 
or 

denial. 
Claimants 
will 

be 
notified 
in

writing 
of 

approved 
claims, 
which 

will 
be 
processed 

as 
claimed. 
A 

claim 
is

considered 
approved 

only 
if 
its 

approval 
is 
communicated 

in 
writing 
to 
a

claimant.

(b)
 

In the 
case of 
a
denial 
of a 
claim respecting 
benefits
paid 
or payable 
with respect

to 
a 

Participant, 
a 
written 

notice 
will 
be 

furnished 
to 
the 

claimant 
within 
ninety 
(90) days
of the date 
on which the claim is 
received by the
Plan 
Administrator. 
If 
special
circumstances (such 
as for a hearing) 
require a longer 
period, the claimant

will be notified in 
writing, prior to
the 
expiration of the ninety 
(90)-day period, of

the 
reasons 

for 
an 
extension 
of 

time; 
provided, 
however, 

that 
no 
extensions 
will

be permitted beyond ninety (90) days after the expiration of the initial ninety
(90)-
day period. 
A denial 
or
partial 
denial of 
a claim 
will
be 
dated and 
signed by 
the

Plan Administrator and will clearly set forth:

(1)
 

the specific reason or reasons for the denial;

(2)
 

specific reference to pertinent Plan provisions on which the denial is

based; 

 
 

  
Exhibit 10.19.2

 

20
 

(3)
 

a description of any additional material or information necessary for the

claimant to perfect the claim and an explanation of why such material or

information is necessary; and

(4)
 

an explanation of the procedure for review of the denied or partially

denied claim set forth below, including the claimant’s 
right to bring a civil

action under ERISA section 502(a) following an adverse benefit

determination on review.

(c)
 

Upon 
denial 

of 
a 
claim, 
in 

whole 
or 
in 
part, 

a 
claimant 
or 
his 

duly 
authorized 
representative
will 
have the 
right to 
submit
a 
written request 
to
the 
Trustee 
for a 
full
and 
fair 
review of 
the
denied 
claim by 
filing 
a
written 
notice 
of 

appeal 
with 
the Trustee 
within
sixty 
(60) days 
of the 
receipt
by 
the claimant 
of written 
notice

of the denial 
of the claim. 
A
claimant or 
the claimant’s 
authorized representative

will have, upon request and 
free of charge, reasonable
access 
to, and copies of, all

documents, 
records, 

and 
other 
information 

relevant 
to 
the 

claimant’s 
claim 
for

benefits 
and 

may 
submit 
issues 

and 
comments 
in 

writing. 
The 
review 

will 
take 
into 
account
all 
comments, 
documents, 
records,
and 
other 
information 
submitted

by the 
claimant relating 
to
the 
claim, without 
regard to 
whether
such 
information

was 
submitted 

or 
considered 
in 

the 
initial 
benefit 

determination. 
If the 
claimant

fails to 
file a 
request
for 
review within 
sixty 
(60)
days 
of the 
denial notification, 
the
claim 
will be 
deemed abandoned 
and
the 
claimant precluded 
from reasserting

it. 
If 

the 
claimant 
does 

file 
a 
request 
for 

review, 
his 
request 

must 
include 
a 
description
of 
the issues 
and evidence 
he
deems 
relevant. 
Failure to 
raise issues

or present 
evidence on 
review
will 
preclude those 
issues or 
evidence
from 
being 
presented in any subsequent proceeding or judicial review of the claim.

(d)
 

The 
Trustee 

will 
provide 
a 

prompt 
written 
decision 

on 
review. 
If 
the 

claim 
is 
denied on review, the decision shall set forth:

(1)
 

the specific reason or reasons for the adverse determination;

(2)
 

specific 
reference 

to 
pertinent 
Plan 

provisions 
on 
which 

the 
adverse 
determination is based;

(3)
 

a statement that the claimant is entitled to receive, upon request and free of

charge, 
reasonable 

access 
to, 
and 

copies 
of, 
all 

documents, 
records, 
and 
other
information relevant to the claimant’s claim for benefits; and 


 
 

  
Exhibit 10.19.2

 

21
 

(4)
 

a 
statement 

describing 
any 
voluntary 

appeal 
procedures 
offered 

by 
the

Plan 
and 

the 
claimant’s 
right 

to 
obtain 
the 

information 
about 
such

procedures, as well as a statement of the claimant’s 
right to bring an action

under ERISA section 502(a).

(e)
 

A 
decision 

will 
be 
rendered 
no 

more 
than 
sixty 

(60) 
days 
after 

the 
Trustee’s 
receipt
of 
the request 
for review, 
except
that 
such period 
may be 
extended
for 
an

additional 
sixty 

(60) 
days 
if 
the 

Trustee 
determines 
that 

special 
circumstances 
(such as for a hearing)
require 
such extension. 
If an extension of time 
is required,

written notice of 
the extension 
will
be furnished 
to the claimant 
before the 
end of

the initial sixty (60)-day period.

(f)
 

To 
the extent permitted by 
law,
decisions 
reached under the claims procedures 
set

forth in 
this Section 
shall
be 
final and 
binding on 
all
parties. 
No legal 
action for

benefits 
under 

the 
Plan 
shall 
be 

brought 
unless 
and 

until 
the 
claimant 
has

exhausted his 
remedies under 
this
Section. 
In any 
such legal 
action,
the 
claimant 
may only 
present
evidence 
and
theories 
which 
the 

claimant 
presented during 
the

claims procedure. 
Any 
claims
which 
the 
claimant 
does
not 
in good 
faith 
pursue

through 
the 

review 
stage 
of 

the 
procedure 
shall 

be 
treated 
as 

having 
been 
irrevocably
waived. 
Judicial review 
of a claimant’s 
denied claim
shall 
be limited 
to a 
determination
of 
whether the 
denial was 
an
abuse 
of discretion 
based on 
the

evidence and theories the claimant presented during the claims procedure.

(g)
 

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. 

 
 

  
Exhibit 10.19.2

 

22
 

(h)
 

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

11.1 
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 
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 11.1. 
Any claim not brought within such 
time shall be waived and
forever barred. 
 
Section
12. 
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
13. 
Determination of Recipients of Awards.

 

The 
determination 

of 
those 
persons 

who 
are 
entitled 

to 
Awards 
under 
an 

Incentive 
Compensation 
Plan 
and
any 
other 
such 
plans 

shall 
be 
governed
solely 
by 
the 
terms 

and

provisions 
of 

the 
applicable 
plan 

or 
program, 
and 

the 
selection 
of 

an 
Employee 
as 
a

Potential 
Participant
or 
the 
acceptance 
of 

an indication 
of 
preference
to 
defer 
an 
Award

hereunder shall not in any way entitle such Potential Participant to an Award.

 
Section
14. 
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 

 
 

  
  

 
Exhibit 10.19.2

 

23
 

operate to 
assure the 
viability
of 
the Benefits 
of Participants 
employed
in 
such countries 
and to meet the purpose of this
Plan.
 
 

Section 15. 
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
16. 
Method of Providing Payments.

 

(a)
 

Nonsegregation. 
Amounts 

deferred 
pursuant 
to 

this 
Plan 
and 
the 

crediting 
of

amounts 
to 

a 
Participant’s 
Deferred 

Compensation 
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 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 
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. 
 

 
 

  
Exhibit 10.19.2

 

24
 

Section 17. 
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

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 

 



  
Exhibit 10.19.2

 

25
 

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

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 

Exchange 
Act, 
this Plan 
shall
be 
operated in 
compliance with 
16(b)
of 
the Exchange 
Act and, 
if

any Plan provision 
or transaction is
found 
not to comply 
with section 16(b) 
of the

Exchange Act, 
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) 
of the 
Exchange
Act 
without so 
restricting, 
limiting, or
conditioning the Plan with respect to other Participants.

(j)
 

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 

 
 

  
Exhibit 10.19.2

 

26
 

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.

(k)
 

This 
Title 

II 
replaced 
Title 

I 
of 
the 
Plan, 

which 
was 
frozen 

effective 
as 
of

December 
31, 

2004. 
The 
distribution 

of 
amounts 
that 

were 
earned 
and 
vested

(within 
the 

meaning 
of 
Code 

section 
409A 
and 

official 
guidance 
issued

thereunder) 
under 

Title 
I 
of 
the 

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 Title I of the Plan.

(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 

Key 
Employee 
Deferred 

Compensation 
Plan. 


ConocoPhillips 
distributed 

its 
interest 
in 

Phillips 
66 
to 
its 

shareholders 
as 
of 
the

Distribution. 
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
Deferred Compensation Plan.

 
Further, 

as 
of 
the 

Distribution, 
any 
Phillips 

66 
common 
stock 

("Phillips 
66

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.

 
Further still, 
as
of 
the Distribution, 
the Restricted 
Stock
and 
Restricted Stock 

 
 

  
Exhibit 10.19.2

 

27
 

Units 
of 

ConocoPhillips 
shall 
be 

converted 
into 
Restricted 

Stock 
and 
Restricted

Stock 
Units 

of 
ConocoPhillips 
and 

restricted 
stock 
and 

restricted 
stock 
units 
of

Phillips 
66 

as 
provided 
in 
the 

Agreement. 
The 
amounts 

to 
be 
credited 
to 

a 
Participant's Deferred Compensation Account under 
Section 4(a) will
be 
based on 
such Restricted Stock
and 
Restricted Stock Units of 
ConocoPhillips and restricted

stock and restricted stock units of Phillips 66 after the Distribution.

 
Furthermore, 

with 
regard 
to 
any 

valuation 
that 
occurs 

after 
the 
Distribution

and 
which 

requires 
valuation 
of 

Stock 
or 
the 

common 
stock 
of 

Phillips 
66

("Phillips 
66 

Common 
Stock"), 
or 

of 
both, 
from 
a 

time 
on 
or 
before 

the 
Distribution and from a time 
after the Distribution, then
the 
following shall apply,

in 
order 

to 
allow 
the 

valuation 
to 
take 

into 
account 
the 

distribution 
by 
stock 
dividend of
one 
share of 
Phillips 66 
Common Stock
for 
each two 
shares of 
Stock

held at the Distribution:

(1)
 

The value 
of Stock 
or
of 
Phillips 66 
Common Stock determined 
as
of 
any

date 
after 

the 
Distribution 
shall 

be 
determined 
using 

market 
information 
related to each;

(2)
 

The value of Stock determined as 
of any date on or before
the 
Distribution

that 
does 

not 
also 
require 
a 

valuation 
of 
Stock 

as 
of 
any 
date 

after 
the 
Distribution shall be determined
using 
market information related to Stock 
as it traded on or before the Distribution;

(3)
 

The value of Stock determined 
as of any date on
or 
before the Distribution 
that
also 
requires a 
valuation of 
Stock
or 
of Phillips 
66 Common 
Stock as

of any 
date 
after
the 
Distribution 
shall
be 
deemed 
to
be 
two-thirds 
of 
the

value of 
Stock determined 
using
market 
information related 
to Stock 
as it

traded on or before the Distribution; and

(4)
 

The value 
of Phillips 
66
Common 
Stock determined 
as of 
any
date 
on or 
before the Distribution that also requires a valuation of Stock or of Phillips

66 Common Stock 
as of any date 
after
the Distribution 
shall be deemed to

be 
one-third 

of 
the 
value 
of 

Stock 
determined 
using 

market 
information 
related to Stock as it traded on or before the Distribution.


 
 

  

 
Exhibit 10.19.2

 

28
 

Section 18. 
Effective Date of the Restated Plan.

 

Title 
II 

of 
the 
Key 

Employee 
Deferred 
Compensation 

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

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

KEDCP Title II 2020 Restatement 
12-19-2019

 



  
Exhibit 10.19.2

 

29
 

APPENDIX A

 
SELECT NEW HIRES
TO 
TITLE II OF 

THE KEY EMPLOYEE
DEFERRED COMEPNSATION 
PLAN OF

CONOCOPHILLIPS
 

 
 

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 
Title 
II 
of 

the 
Key 
Employee 
Deferred

Compensation 
Plan 

of 
ConocoPhillips. 
A 

Deferred 
Compensation 
Account 

will 
be

created 
for 

the 
Select 
New 

Hire 
in 
the 
Plan. 

The 
amount 
set 

forth 
in 
the 
applicable

resolution 
will 

be 
credited 
to 
the 

Deferred 
Compensation 
Account 

for 
the 
Select 
New

Hire 
not 

later 
than 
30 
days 

after 
the 
first 

day 
of 
employment 

of 
the 
Select 
New 

Hire. 

Section 5(a) 
of
the 
Plan shall 
be disregarded 
with
respect 
to the 
Deferred Compensation

Account, and in lieu thereof 
the Select New
Hire 
shall be asked to complete 
and return to

the Plan Administrator election 
forms to set
the 
time and form of 
distribution with regard

to 
the 

Deferred 
Compensation 
Account 

either 
before 
the 

first 
day 
of 

employment 
or 
no 
later than 30
days after t 
he first day of employment. 
Other than with regard to
the 
timing 
of the initial distribution election (as
set 
forth in the preceding sentence), other provisions

of 
Section 

5 
of 
the 
Plan 

shall 
apply 
to 
the 

Deferred 
Compensation 
Account, 
including

default provisions in 
the event that
a 
properly completed initial 
distribution election form

is 
not 

received 
within 
the 

time 
set 
forth 
in 

the 
preceding 
sentence. 

For 
purposes 
of

Section 
5(b)(ii) 

of 
the 
Plan, 
the 

amount 
set 
forth 
in 

the 
applicable 
resolution 

shall 
be 
considered to be a deferred portion of an Incentive Compensation Plan award.


 
 

  
Exhibit 10.19.2

 

30
 

2. 
The 

resolution 
granting 
participation 

to 
the 
Select 
New 

Hire 
will 
also 
set 

the 
vesting schedule for the 
Deferred Compensation Account
provided 
pursuant to paragraph 
1 of this Appendix.

3. 
All other provisions of the Plan
will 
apply to the Deferred Compensation 
Account

and the Select New Hire as a Participant in the Plan.

4. 
Nothing 

in 
this 
Appendix 
is 

intended 
to 
affect 

the 
other 
operations 

of 
the 
Plan, 
such
as 
Salary reductions 
and deferrals 
or
Incentive 
Compensation Plan 
deferrals. 
If the

Select New 
Hire is, 
under
the 
provisions of 
the Plan, 
otherwise
eligible 
to, participate 
in 
the Plan,
the Select New Hire may do so in accordance with those provisions. 
 

 
 

  
Exhibit 10.19.2

 

31
 

SCHEDULE
A
 
TO TITLE II OF THE

KEY EMPLOYEE DEFERRED COMPENSATION PLAN OF 
CONOCOPHILLIPS

 
For Schedule A Employees, as defined in Title II of
the Key Employee Deferred 
Compensation Plan of ConocoPhillips, the following table shows the Employee Number,

Name of the Employee, and whether the Employee revoked salary deferral or Incentive

Compensation Plan Award 
deferral or both with regard to deferrals made in 2005:

 
Employee

Number 
Employee

Revoke 
Salary

Deferral 
Revoke Incentive

Compensation Plan 
Deferral

012851 
Farace, Sam A.

Yes 
Yes

031006 
Readal, Thomas C.

Yes 
Yes

123415 
Harpole, Kenneth J.

Yes 
Yes

276875 
Flesher, Robert G.

Yes 
Yes

374304 
Haynes, Thomas E.

No 
Yes

494503 
Halter, Donald J.

No 
Yes

812045 
Smith, Robert L.

Yes 
Yes

867263 
Fuhr, Kris J.

No 
Yes

872498 
Thompson, David A.

Yes 
Yes