EX-10.19.1


  
 

 
Exhibit 10.19.1

 

1
 

KEY EMPLOYEE DEFERRED COMPENSATION PLAN OF 
CONOCOPHILLIPS

TITLE I 
(Effective for benefits earned and vested prior to

January 1, 2005) 
2020 AMENDMENT AND RESTATEMENT

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

and 
remains 

subject 
to 
the 

2012 
Restatement 
of 

the 
Key 
Employee 
Deferred

Compensation 
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") 

and 
conditioned 
on 

the 
occurrence 
of 
the

"Distribution" 
defined 

in 
such 
Employee 

Matters 
Agreement 
(the 
"Distribution"),

together 
with 

the 
First 
Amendment 

to 
Title 
I 
of 

the 
Key 
Employee 
Deferred

Compensation Plan of ConocoPhillips (2012 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 
have 

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

 
The 

Plan 
is 
sponsored 

and 
maintained 
by 

ConocoPhillips 
Company. 
The 

Plan 
is 
the

continuation 
of 

the 
Key 
Employee 

Deferred 
Compensation 
Plan 

of 
Phillips 
Petroleum

Company, 
of 

the 
Conoco 
Inc. 

Global 
Variable 
Compensation 

Deferral 
Program, 
and 
of

the portions of 
the Conoco Inc. 
Salary
Deferral 
& Savings Restoration 
Plan consisting of

Salary Deferral 
Obligations and 
Retiree
Obligations, 
and all 
deferrals made under 
any of 

 



 
Exhibit 10.19.1

 

2
 

those plans, 
programs, or 
arrangements
shall 
continue under 
their terms 
and
the 
terms of 
this Plan.

 
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. 
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
Group”
 
shall mean the Company plus other subsidiaries and affiliates

in which it owns, directly or through 
a subsidiary or affiliate, a
5% 
or more equity 
interest.

(b)

“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 
an 

Incentive 
Compensation 
Plan, 

the 
Long

Term 
Incentive 

Compensation 
Plan, 
the 

Strategic 
Incentive 
Plan, 

a 
Long 
Term 

 
 

 
Exhibit 10.19.1

 

3
 

Incentive 
Plan, 

or 
any 
similar 

plans, 
or 
any 

administrative 
procedure 
adopted

pursuant 
thereto, 

or 
(iii) 
credited 

as 
a 
result 
of 

a 
Participant’s 
deferral 

of 
the

receipt 
of 

the 
value 
of 
the 

Stock 
which 
would 

otherwise 
be 
delivered 

to 
an

Employee 
in 

the 
event 
restrictions 

lapse 
on 
Restricted 

Stock 
or 
Restricted 
Stock

Units 
or 

the 
settlement 
of 

Restricted 
Stock 
Units 

previously 
awarded 
or 
which

may 
be 

awarded 
to 
the 

Participant 
pursuant 
to 

an 
Incentive 
Compensation 
Plan,

the Long Term 
Incentive Compensation Plan, the Strategic Incentive
Plan, 
a Long

Term 
Incentive 

Plan, 
an 
Omnibus 

Securities 
Plan, 
or 

any 
similar 
plans, 

or 
any 
administrative
procedure 
adopted pursuant 
thereto, or 
(iv)
credited 
resulting from

a 
lump 

sum 
distribution 
from 

any 
of 
the 

Company’s 
non-qualified 
retirement

plans 
and/or 

plans 
which 
provide 

for 
a 
retirement 

supplement, 
or 
(v) 
resulting

from the 
forfeiture of 
Restricted
Stock, 
required by 
Phillips Petroleum 
Company,

of 
key 

employees 
who 
became 

employees 
of 
GPM 

Gas 
Corporation, 
or 
(vi)

credited as a 
result of
an 
Employee’s 
deferral of the 
receipt of
the 
lump sum cash 
payment from
the 
Employee’s 
account in 
the Defined
Contribution 
Makeup Plan,

or 
(vii) 

credited 
as 
a 

result 
of 
an 

Employee’s 
voluntary 
reduction 

of 
Salary, 
or 


(viii) 
credited 

as 
a 
result 
of 

an 
Employee’s 
deferral 

of 
a 
Performance 
Based

Incentive Award, 
or (ix) any 
other
amount determined 
by the Committee 
to be an

Award 
under
the 
Plan. 
Sections 2 
and
3 
of this 
Plan shall 
not
apply 
with respect 
to Awards 
included
under (ii), (v), 
and (ix) above and a 
participant receiving such

an Award 
shall be 
deemed,
with 
respect thereto, 
to have 
elected
a 
Section 5(b)(i)

payment 
option 

in 
10 
annual 

installments 
commencing 
about 

one 
year 
after 
retirement at age
55 or above, but subject to revision under the terms of this Plan.

(c)
 

“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 7.

(d)
 

“Benefit”
 

shall 
mean 
an 

obligation 
of 
the 

Company 
to 
pay 

amounts 
from 
the 
Plan.

(e)
 

“Board”

shall 
mean 

the 
Board 
of 

Directors 
of 
the 

Company, 
as 
it 
may 

be 
comprised from time to time.

(f)
 

“Chief
Executive 
Officer”
 
or

“CEO”
 

shall mean 
the Chief 
Executive Officer 
of 

 



 
Exhibit 10.19.1

 

4
 

the Company.

(g)
 

“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..

(h)
 

“Company”
 

shall 
mean 
ConocoPhillips 

Company, 
a 
Delaware 

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

(i)
 

“Conoco 
Inc. 

Global 
Variable 
Compensation 

Deferral 
Program”
 

shall 
mean

the 
Conoco 

Inc. 
Global 
Variable 

Compensation 
Deferral 
Program, 

prior 
to 
its 
merger into this Plan
on October 3, 2003.

(j)
 

“Conoco 
Inc. 

Salary 
Deferral 
& 

Savings 
Restoration 

Plan”
 
shall 

mean 
the 
Conoco Inc.
Salary 
Deferral & Savings 
Restoration Plan, prior 
to
its 
merger into 
this Plan on October 3, 2003.

(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)
 

“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, and 
earnings accrued thereon,

and payments made therefrom all in accordance with the terms of the Plan.

(m)
 

“Defined 
Contribution 

Makeup 
Plan”
 

shall 
mean 
the 

Defined 
Contribution 
Makeup Plan of
ConocoPhillips, 
or any similar plan or successor plans.

(n)
 

“Disability”
 

shall 
mean 
the 

inability, 
in 
the 

opinion 
of 
the 

Company’s 
Medical 
Director, of a Participant, because of an injury or sickness, to
work at a reasonable

occupation 
that 

is 
available 
with 

the 
Company, 
a 

Participating 
Subsidiary, 
or 
another
subsidiary of the Company.

(o)
 

“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.

(p)
 

“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


 
 

 
Exhibit 10.19.1

 

5
 

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

(q)
 

 

“Employee”
 
shall 

mean 
any 
individual 

or 
Rehired 
Participant 

who 
satisfies 
the

conditions 
of 

Section 
5(j) 
who 

is 
a 
salaried 

employee 
of 
the 

Company 
or 
of 
a

Participating 
Subsidiary. 

Employee 
shall 
also 

include 
Participants 
who 
are

employed 
by 

a 
member 
of 
the 

Affiliated 
Group 
and 

former 
employees 
of 
a

member 
of 

the 
Affiliated 
Group 

who 
Retire 
or 
are 

Laid 
Off 
and 
are 

eligible 
to

receive 
a 

lump 
sum 
distribution 

from 
non-qualified 
retirement 

plans. 
Employee

shall 
also 

include 
any 
individual 

or 
Rehired 
Participant 

who 
was 
hired 
as 

a

salaried 
employee 

of 
ConocoPhillips 
Services 

Inc. 
on 
or 
after 

January 
1, 
2003,

and 
is 

classified 
as 
a 

ConocoPhillips 
salary 
grade
19 
or 
above
or 
any 
equivalent 
salary grade at a
Participating Subsidiary. 
Notwithstanding the foregoing, prior to

October 
3, 

2003, 
Employee 
shall 

not 
include 
anyone 

who 
is 
classified 

as 
a

Heritage 
Conoco 

Employee. 
On 
and 

after 
October 
3, 
2003, 

Employee 
shall 
include anyone who is classified as a Heritage Conoco Employee.

(r)
 

“ERISA”
 

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

any
 

successor statute.

(s)
 

“Exchange 

Act”
 
shall 

mean 
the 
Securities 

Exchange 
Act 
of 

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

(t)
 

“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 
Affiliated Group 
at any 
time
and 
rehired by 
a

member 
of 

the 
Affiliated 
Group 
after
January 
1, 
2003, 
shall 

not 
be 
considered a 
Heritage
Conoco Employee for purposes of this Plan.

(u)
 

“Incentive 
Compensation 

Plan”
 
shall 

mean 
the 
ConocoPhillips 

Variable 
Cash

Incentive 
Program, 

the 
Incentive 
Compensation 

Plan 
of 
Phillips 
Petroleum

Company, 
or 

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.

(v)
 

“Layoff”
 

or 
“Laid
Off”
 
shall mean 
an
applicable 
termination of 
employment by

reason 
of 

layoff 
under 
the 

Phillips 
Layoff 
Plan 

or 
the 
Phillips

Work
 

Force 

 
 

 
Exhibit 10.19.1

 

6
 

Stabilization 
Plan, 

an 
applicable 
Qualifying 

Event 
(without 
there 

being 
a

Disqualifying 
Event) 

under 
the 
Conoco 

Severance 
Pay 
Plan, 

or 
layoff 
or 
redundancy
under 
any 
other 
layoff 

or 
redundancy 
plan 

which 
the 
Company, 
any

Participating Subsidiary, 
or any 
other
member 
of the 
Affiliated Group 
may adopt

from 
time 

to 
time. 
If 
all 

or 
any 
portion 
of 

the 
benefits 
under 

the 
layoff 
or

redundancy 
plan 

are 
contingent 
on 

the 
employee’s 
signing 

a 
general 
release 
of

liability, 
such termination shall 
not
be considered 
as a Layoff 
for purposes of 
this

Plan 
unless 

the 
employee 
executes 

and 
does 
not 

revoke 
a 
general 

release 
of 
liability, acceptable to the
Company, 
under the terms of such layoff or redundancy 
plan.

(w)
 

“Long-Term 
Incentive 

Compensation 
Plan”
 

shall 
mean 
the 
Long-Term

Incentive 
Compensation 

Plan 
of 
Phillips 

Petroleum 
Company, 
which 
was

terminated December 31, 1985.

(x)
 

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

Program, 
the 

ConocoPhillips 
Restricted 
Stock 

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.

(y)
 

“Newhire
Employee”
 
shall mean any 
Employee
who 
is hired or 
rehired during a

calendar year.

(z)
 

“Omnibus 
Securities 

Plan”
 
shall 

mean 
the 
Omnibus 

Securities 
Plan 
of 
Phillips

Petroleum 
Company, 

the 
2002 
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.

(aa)
 

“Participant”
 

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

(bb)
 

“Participating 

Subsidiary”
 
shall 

mean 
a 
subsidiary 

of 
the 
Company, 
of 

which

the 
Company 

beneficially 
owns, 
directly 

or 
indirectly, 
more 

than 
50% 
of 
the

aggregate voting 
power of 
all
outstanding 
classes and 
series of 
stock,
where 
such

subsidiary 
has 

adopted 
one 
or 
more 

plans 
making 
participants 

eligible 
for

participation 
in 

this 
Plan 
and 
one 

or 
more 
Employees 

of 
which 
are 
Potential

Participants. 

 
 

 
Exhibit 10.19.1

 

7
 

(cc)
 

“Plan”

shall 
mean 

the 
Key

Employee
 

Deferred 
Compensation 
Plan 
of

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

(dd)
 

“Plan 

Administrator”
 
shall 

mean 
the 
Vice 

President, 
Human 
Resources 

of 
the 
Company, or his or her successor.

(ee)
 

“Plan Year 
”

shall mean January 1 through December 31.

(ff)
 

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

in Section 2 or in Section 5 (h).

(gg)
 

“Rehired 

Participant”
 
shall 

mean 
a 
Participant 

who, 
subsequent 
to 
Retirement

or 
Layoff, 

is 
rehired 
by 
the 

Company, 
or 
any 

subsidiary 
of 
the 

Company, 
and 
whose employment status is classified as regular full-time or its equivalent.

(hh)
 

“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.

(ii)
 

“Retiree 

Obligations”
 
shall 

mean 
obligations 
to 

former 
employees 
who 
have

retired on or 
after the
earliest 
retirement date available 
under the Retirement 
Plan

of 
Conoco 

and 
who 
are 

Participants 
in 
this 

Plan 
arising 
from 

deferrals 
made 
as 
participants
in 
the Conoco 
Inc. Salary 
Deferral
& 
Savings Restoration 
Plan prior 
to
its merger into this Plan.

(jj)
 

“Retirement”
 

or

“Retire”
 

or

“Retiring”
 

shall mean 
termination of 
employment

with the Company 
or any subsidiary 
of
the Company 
on or after 
the earliest early

retirement 
date 

at 
age 
55 
or 

above 
as 
defined 

in 
the 
ConocoPhillips 
Retirement

Plan 
(or, 

with 
respect 
to 
a 

Heritage 
Conoco 
Employee, 

the 
Retirement 
Plan 
of

Conoco) or of the applicable retirement plan 
of a member of the
Affiliated 
Group.

 


(kk)
 

“Retirement 
Income 

Plan”
 
shall mean 
the
ConocoPhillips 
Retirement Plan 
(or, 
with
respect to a Heritage Conoco Employee, the Retirement Plan of Conoco) or a

similar 
retirement 

plan 
of 
the 

Participating 
Subsidiary 
pursuant 

to 
the 
terms 
of

which the Participant retires.

(ll)
 

“Salary 
Deferral 

Obligations”
 
shall 

mean 
obligations 
to 

Employees 
who 
are

Participants 
in 

this 
Plan arising 
from 
salary
deferrals 
made 
as 

participants 
in 
the

Conoco 
Inc.
Salary 
Deferral 
& 

Savings 
Restoration 
Plan 

prior 
to 
its 

merger 
into 

 
 

 

 
Exhibit 10.19.1

 

8
 

this Plan.

(mm)
 

“Settlement 

Date”
 
shall 

mean 
the 
date 
on 

which 
all 
acts 

under 
an 
Incentive

Compensation 
Plan 

or 
the 
Long-Term 

Incentive 
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.

(nn)
 

“Salary”
 

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

adjustments for any before-tax voluntary reductions.

(oo)
 

“Stock”
 

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

(pp)
 

“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.

(qq)
 

“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.

(rr)
 

“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, 
during 

October, 
Eligible

Employees 
who 

are 
expected 
to 

be 
eligible 
to 

receive 
an 
Award 

in 
the 
immediately
following 
calendar
year 
under 
an 
Incentive
Compensation 
Plan will

be 
notified 

and 
given 
the 

opportunity, 
in 
a 

manner 
prescribed 
by 

the 
Plan

Administrator, 
to 

indicate 
a 
preference 

concerning 
deferral 
of 

all 
or 
part 
(in 

one 
percent increments) of 
such Award. 

 
 

 
  

 
Exhibit 10.19.1

 

9
 

(b) 
Restricted Stock and Restricted Stock Units Lapsing.

(i) 
Each Plan Year 
during October,
Employees 
who are or will 
be 55 years of

age or older prior to the end 
of the following calendar year
will 
be notified

and 
given 

the 
opportunity, 
in 

a 
manner 
prescribed 

by 
the 
Plan

Administrator, 
to 

indicate 
a 
preference 

to 
delay 
the 

lapsing 
of 
the

restrictions 
on 

part 
(in 
one 

percent 
increments) 
or 

all 
of 
the 
shares 

of

Restricted 
Stock 

and/or 
Restricted 
Stock 

Units 
previously 
awarded 
or

which may be awarded 
to the Employee
under 
an Incentive Compensation

Plan, 
the 

Long 
Term 
Incentive 

Compensation 
Plan, 
a 
Long-Term

Incentive Plan, the Strategic Incentive Plan, or an Omnibus Securities Plan

in 
the 

event 
the 
Compensation 

Committee 
takes 
action 

in 
the 
following

calendar 
year 

to 
lapse 
restrictions 

on 
Restricted 
Stock 

and/or 
Restricted 
Stock Units and/or settle Restricted Stock Units.

(ii) 
Each 

Plan 
Year 
during 

October, 
Employees 
who 

have 
been 
granted 
a

special 
Restricted 

Stock 
Award 
and/or 

Restricted 
Stock 
Unit 

Award 
will 
be notified 
and
given 
the opportunity, 
in a 
manner
prescribed 
by the 
Plan

Administrator 
to 

indicate 
a 
preference 

to 
delay 
the 

lapsing 
of 
the

restrictions 
on 

part 
(in 
one 

percent 
increments) 
or 

all 
of 
the 
shares 

of 
Restricted Stock 
and/or
Restricted 
Stock Units 
when the 
restrictions lapse

on 
the 

Special 
Restricted 
Stock 

and/or 
Restricted 
Stock 

Units 
or 
the

Restricted 
Stock 

Units 
are 
settled 

based 
on 
the 
terms 

of 
the 
Special

Restricted 
Stock 

and/or 
Restricted 
Stock 

Unit 
Awards 
in 
the 

following 
year.

(iii) 
Such indication of 
preference
as outlined in 
(i) above may 
be made within

60 days 
of the 
amendment
of 
this Plan 
providing for 
the
notice; 
provided,

however, 
that 

such 
indication 
of 

preference 
must 
be 

made 
no 
later 
than

June 
6, 

2003, 
for 
such 

Awards 
that 
would 

otherwise 
be 
lapsed 

or 
settled 
later in 2003.

(c)
 

Restricted Stock and Restricted Stock Unit Awards 
Deferral.

(i) 
Each Plan Year 
during October,
Employees 
who are or will 
be 55 years of

age or older prior to the end of the calendar 
year will be notified and given

the 
opportunity, 

in 
a 
manner 

prescribed 
by 
the 

Plan 
Administrator, 
to 

 
 

  
Exhibit 10.19.1

 

10
 

indicate a 
preference concerning 
the
deferral 
of the 
receipt of 
the
value 
of 
all or part (in one 
percent
increments) of the Stock 
which would otherwise 
be
delivered 
to the 
Employees in 
the
event, 
during the 
following calendar

year, 
the 

Compensation 
Committee 
takes 

action 
to 
lapse 

restrictions 
on

Restricted 
Stock 

and/or 
Restricted 
Stock 

Units 
and/or 
settle 
Restricted

Stock 
Units 

previously 
awarded 
or 

which 
may 
be 

awarded 
to 
the

Employees 
under 

an 
Incentive 
Compensation 

Plan, 
the 
Long 
Term

Incentive 
Compensation 

Plan, 
a 
Long 
Term 

Incentive 
Plan, 
the 
Strategic

Incentive Plan, or an Omnibus Securities Plan.

(ii) 
Employees 

who 
have 
been 

granted 
a 
special 

Restricted 
Stock 
Award 
and/or
Restricted 
Stock 
Units
Award 
may, 
in the 
year
preceding 
the year

in 
which 

the 
restrictions 
are 

scheduled 
to 
lapse 

or 
the 
Restricted 
Stock

Units are to 
be settled, indicate 
a
preference concerning 
the deferral of 
the

value of 
all
or 
part 
(in one 
percent
increments) 
of 
the stock 
which would

otherwise 
be 

delivered 
to 
the 

Employees 
in 
the 

next 
calendar 
year 
when

the 
restrictions 

lapse 
on 
the 

special 
Restricted 
Stock 

and 
/or 
Restricted 
Stock Units
or 
the Restricted Stock Units 
are settled based on 
the terms of

the 
special 

Restricted 
Stock 
Awards 

and/or 
Restricted 
Stock 
Units

Awards.

(iii) 
Employees who 
are
Laid 
Off during 
or after 
the
Plan 
Year 
they reach 
age

50 may no 
later than 30 
days after
being 
notified of Layoff, 
in the manner

prescribed by the Plan 
Administrator,
indicate 
a preference concerning the

deferral 
of 

the 
receipt 
of 

the 
value 
of 

all 
or 
part 
(in 

one 
percent

increments) 
of 

the 
Stock 
which 

would 
be 
otherwise 
be 

delivered 
to 
the

Employees 
in 

the 
event 
Restricted 

Stock 
Units, 
which 

have 
been 
granted 
in
exchange 
for Restricted 
Stock pursuant 
to
the 
Exchange offer 
initiated 
by the
Company on December 17, 2001, are settled. 
(iv) 
Such indication
of 
preference as outlined in 
(i) above may 
be made within

60 days 
of the 
amendment
of 
this Plan 
providing for 
the
notice; 
provided,

however, 
that 

such 
indication 
of 

preference 
must 
be 

made 
no 
later 
than

June 
6, 

2003, 
for 
such 

Awards 
that 
would 

otherwise 
be 
lapsed 

or 
settled 
later in 2003. 

 
 

  
  

 
  

 

 
Exhibit 10.19.1

 

11
 

(d)
 

Lump 
Sum 

Distribution 
from 
Non-Qualified 

Retirement 
Plans. 
With 

respect 
to 
the lump sum distribution permitted from the
Company’s 
non-qualified retirement

plans 
and/or 

plans 
which 
provide 

for 
a 
retirement 

supplement, 
Employees 
may

indicate, 
in 

a 
manner 
prescribed 

by 
the 
Plan 

Administrator, 
a 
preference

concerning 
deferral 

of 
all 
or 
part 

(in 
one 
percent 

increments) 
of 
such 

lump 
sum 
distribution.

(e)
 

Lump 
Sum 

from 
Defined 
Contribution 

Makeup 
Plan. 
Employees 

who 
will

receive 
a 

lump 
sum 
cash 

payment 
from 
their 

account 
under 
the 
Defined

Contribution 
Makeup 

Plan, 
may 
indicate, 

in 
a 
manner 

prescribed 
by 
the 
Plan

Administrator, 
a 

preference 
concerning 
deferral 

of 
all 
or 
part 

(in 
one 
percent 
increments) of
such payment.

(f)
 

Salary 
Reduction. 

Annually, 
Employees 
and 

Newhire 
Employees 
on 

the 
U.S.

dollar 
payroll 

may 
elect, 
in 
a 

manner 
prescribed 
by 

the 
Plan 
Administrator, 
a

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

or 
for 

Newhire 
Employees 
the 

remainder 
of 
the 

calendar 
year 
in 

which 
they 
are

hired, 
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 Employee’s 
Salary per pay period (and may be 
further limited by the
Plan 
Administrator such that the 
resulting salary that is 
paid

is 
sufficient 

to 
satisfy 
all 

benefit 
plan 
deductions, 

tax 
deductions, 
elective

deductions, and other deductions required to be withheld by the Company).

(g)
 

Performance Based Incentive Award 
. 
Each
year, during October, 
Employees who 
are
eligible 
to receive 
a 
Performance
Based 
Incentive Award 
in the 
immediately

following 
calendar 

year 
will 
be 

notified 
and 
given 

the 
opportunity, 
in 

a 
manner 
prescribed by the 
Plan
Administrator, 
to indicate 
a preference for 
the
award 
to be 
paid as cash, 
deferred
to 
their KEDCP account, 
or issued 
as Restricted
Stock 
or a 
combination of cash, deferred compensation and Restricted Stock.

 
Section
3. 
Indication of Preference or Election to Defer Award.

 

(a)
 

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

Plan 
all 

or 
any 
part 
of 

the 
Award 
to 
which 

a 
notice 
received 

under 
Section 
2(a) 

 
 

  

 
Exhibit 10.19.1

 

12
 

pertains, 
the 

Potential 
Participant 
must 

indicate 
such 
preference, 

in 
a 
manner 
prescribed
by 
the 
Plan 

Administrator, 
(i) 
if 

the 
Potential 
Participant 

is 
subject to

section 
16 

of 
the 
Exchange 

Act, 
to 
the 

Committee, 
or 
(ii) 

if 
the 
Potential

Participant 
is 

not 
subject 
to 

section 
16 
of 
the 

Exchange 
Act, 
to 

the 
CEO. 
The 
Potential
Participant’s 
preference must be received on 
or before October 31 
of
the

year 
in 

which 
said 
Section 

2(a) 
notice 
was 

received. 
Such 
indication 

must 
state

the 
portion 

of 
the 
Award 
the 

Potential 
Participant 
desires 

to 
be 
deferred. 
If 

an 
indication is 
not received
by 
October 31, the 
Potential Participant 
will be deemed

to have elected 
to receive 
and not
to 
defer any such 
Incentive Compensation Plan

award.

Such 
indication 

of 
preference, 
if 

accepted, 
becomes 
irrevocable 
on

November 1 
of the 
year
in 
which the 
indication is 
submitted
to 
the Committee 
or 
CEO, except that,
in the event of any of the following:

(i) 
the 

Employee 
is 
demoted 

to 
a 
job 

classification/grade 
that 
is 

no 
longer 
eligible to receive an
Award 
from an Incentive Compensation Plan,

(ii) 
the 

Employee’s 
employment 
status 

is 
classified 
to 
a 

status 
other 
than 
regular
full-time or its equivalent, or 
(iii) 
the
Employee 
is receiving 
Unavoidable Absence 
Benefits
(UAB) 
pay such

that 
the 

pay 
received 
is 

less 
than 
his/her 

pay 
had 
been 
prior 

to 
being 
on 
UAB,

the 
Employee 

can 
request, 
subject 

to 
approval 
by 
the 

Plan 
Administrator, 
that 
his/her
indication 
of preference 
to defer, 
whether
approved 
or not, 
be revoked 
for

that Incentive Compensation Plan Award.

The 
Committee 

or 
CEO, 
as 

applicable, 
shall 
consider 

such 
indication 
of 
preference as
submitted 
and shall decide 
whether to accept 
or reject
the 
preference 
expressed.

(b)
 

Restricted 
Stock 

and 
Restricted 
Stock 

Unit 
Awards 
Lapsing. 

If 
a 
Potential

Participant 
prefers 

to 
delay 
the 

lapsing 
of 
the 

restrictions 
on 
part 

or 
all 
of 
the

shares 
of 

Restricted 
Stock 
and/or 

Restricted 
Stock 
Units 

to 
which 
a 
notice

received under 
Section 2(b) 
pertains,
the 
Potential Participant 
must indicate 
such

preference 
in 

a 
manner 
prescribed 

by 
the 
Plan 

Administrator, 
(i) 
if 

the 
Potential 
Participant is
subject 
to section 
16 of 
the
Exchange 
Act, to 
the Committee, 
or (ii) 

 



  

 
Exhibit 10.19.1

 

13
 

if the Potential 
Participant is
not 
subject to section 
16 of the 
Exchange Act,
to 
the

CEO. 
The 

Potential 
Participant’s 
preference 

must 
state 
the 

percentage 
of 
the 
shares
and/or 
units on 
which the 
lapsing
is 
to be 
delayed. 
If
an 
indication 
is not 
received
by 
October 31, 
the Potential 
Participant
will 
be deemed 
to have 
elected

to 
have 

the 
restrictions 
lapsed 

if 
the 
Compensation 

Committee 
takes 
action 
to

lapse 
restrictions 

or 
as 
specified 

under 
the 
terms 
of 

the 
Special 
Restricted 
Stock

and/or Restricted Stock 
Unit
Awards. 
If the Potential 
Participant prefers to 
delay

the 
lapsing 

of 
the 
restrictions 

on 
part 
or 
all 

of 
the 
shares 
of 

Restricted 
Stock 
or 
Restricted
Stock 
Units awarded 
under an 
Incentive
Compensation 
Plan, the 
Long

Term 
Incentive 

Compensation 
Plan, 
a 

Long 
Term 
Incentive 

Plan, 
or 
Strategic

Incentive 
Plan, 

those 
shares 
and/or 

units 
will 
be 

subject 
to 
another 

indication 
of 
preference in 
the
following 
year. 
If the 
Potential
Participant 
prefers to 
delay the

lapsing 
of 

the 
restrictions 
on 

part 
or 
all 
of 

the 
shares 
of 

Restricted 
Stock 
or 
Restricted
Stock 
Units from 
Special
Stock 
Awards, 
those shares 
and/or
units 
will 
remain restricted 
and
the 
Employee will 
receive a 
notice
to 
indicate a 
preference 
for
such 
shares when 
the Employee 
is
or 
will be 
55 years 
of
age 
or older 
prior to 
the end of the
calendar year as specified in Section
2(b)(i). 


(c)
 

Restricted 
Stock 

or 
Restricted 
Stock 

Unit 
Deferral. 
If 

a 
Potential 
Participant 
prefers to
defer under 
this Plan the 
value of all or 
any part of
the 
Restricted Stock 
or
Restricted 
Stock Units 
to which 
a
notice 
received under 
Section 2(c) 
pertains,

the Potential Participant 
must indicate
such 
preference, in a 
manner prescribed by

the 
Plan 

Administrator, 
(i) 
if 

the 
Potential 
Participant 

is 
subject 
to 

section 
16 
of

the 
Exchange 

Act, 
to 
the 

Committee, 
or 
(ii) 

if 
the 
Potential 

Participant 
is 
not

subject 
to 

section 
16 
of 

the 
Exchange 
Act, 

to 
the 
CEO. 

The 
Potential

Participant’s 
preference must 
be
received 
on or 
before October 
31
of 
the 
year in

which 
said 

Section 
2(c) 
notice 

was 
received. 
Such 

indication 
must 
state 
the

portion of the value of the Restricted Stock 
or Restricted Stock Units the Potential

Participant desires 
to
be 
deferred. 
If an 
indication
is 
not received 
by October 
31,

the
Potential 
Participant 
will 
be
deemed 
to have 
elected
to 
receive 
any 
shares or

units for which the restrictions 
are
lapsed. 
Such indication of preference becomes 
irrevocable on
November 
1 of the 
year in which 
the indication
is 
submitted to the

Committee 
or 

CEO. 
The 
Committee 

or 
CEO, 
as 
applicable,
shall 
consider 
such 

 
 

  
  

 
Exhibit 10.19.1

 

14
 

indication of 
preference as 
submitted
and 
shall decide 
whether to 
accept
or 
reject

the 
preference 

expressed. 
A 
deferral 

of 
the 
value 
of 

the 
Restricted 
Stock 
or

Restricted Stock Units will 
be paid under the
terms 
of Section 5(b)(i) hereof in 
10

annual 
installments 

commencing 
about 
one 

year 
after 
Retirement 

at 
age 
55 
or

above, 
but 

subject 
to 
revision 

under 
the 
terms 
of 

this 
Plan. 
Such 
approved

indication of 
preference shall 
also
apply 
to any 
Restricted Stock 
Units
granted 
in

exchange 
for 

shares 
of 
Restricted 

Stock 
pursuant 
to 

the 
Exchange 
offer 
initiated

by the Company on December 17, 2001.

(d)
 

Lump 
Sum 

Distribution 
from 
Non-Qualified 

Retirement 
Plans. 
If 

a 
Potential 
Participant prefers to defer
under 
this Plan all or 
part of the lump 
sum distribution

to 
which 

Section 
2(d) 
pertains, 

the 
Potential 
Participant 

must 
indicate 
such 
preference,
in 
a manner 
prescribed
by 
the 
Plan Administrator, 
(i)
if 
the Potential 
Participant is subject to section 16 of the Exchange Act, to the Committee or
(ii) if

the 
Potential 

Participant 
is 
not 

subject 
to 
section 

16 
of 
the 
Exchange 

Act, 
to 
the

CEO. 
The 

Potential 
Participant’s 
preference 

must 
be 
received 

in 
the 
period

beginning 
90 

days 
prior 
to 
and 

ending 
no 
less 

than 
30 
days 
prior 

to 
the 
date 
of

commencement 
of 

retirement 
benefits 
under 

such 
plans. 
Such 

indication 
must 
state
the 
portion 
of
the 
lump 
sum distribution 
the
Potential 
Participant desires 
to 
be
deferred. 
The Committee or CEO, as applicable, shall consider such indication

of 
preference 

as 
submitted 
and 

shall 
decide 
whether 

to 
accept 
or 

reject 
the

preference 
expressed 

as 
soon 
as 

practicable. 
Such 
indication 

of 
preference, 
if 
accepted,
becomes irrevocable on the date of such acceptance.

(e) 
Lump 

Sum 
from 
Defined 

Contribution 
Makeup 
Plan. 

If 
a 
Potential 
Participant

prefers to defer under this 
Plan all or part
of 
the lump sum cash payment 
to which

Section 2(e) pertains, 
the
Potential 
Participant must 
indicate such preference, 
in a

manner 
prescribed 

by 
the 
Plan 

Administrator, 
(i) 
if 

the 
Potential 
Participant 
is

subject to section 16 of 
the Exchange Act, to the
Committee 
or (ii) if the Potential

Participant 
is 

not 
subject 
to 

section 
16 
of 
the 

Exchange 
Act, 
to 

the 
CEO. 
The

Potential 
Participant’s 

preference 
must 
be 

received 
in 
the 

period 
beginning 
365 
days prior
to 
and ending 
no less than 
90
days 
prior to 
the Participant’s 
retirement

date at 
age 55 
or
above 
except that 
if 
a
Potential 
Participant is 
notified of 
layoff

during 
or 

after 
the 
year 
in 

which 
the 
Potential 

Participant 
reaches 
age 

50, 
the 

 
 

  

 
Exhibit 10.19.1

 

15
 

Potential 
Participant’s 

preference 
must 
be 

received 
no 
later 

than 
30 
days 
after

being notified 
of layoff. 
Such
indication 
must state 
the portion 
of
the 
lump 
sum 
payment the Potential
Participant 
desires to be deferred. 
The Committee or CEO,

as applicable, 
shall consider 
such
indication 
of preference 
as submitted 
and shall

decide whether to accept or 
reject the preference expressed
as 
soon as practicable.

 
Such 

indication 
of 
preference, 

if 
accepted, 
becomes 

irrevocable 
on 
the 

date 
of

such 
acceptance. 

A 
deferral 
of 
the 

lump 
sum 
from 
the 

Defined 
Contribution 
Makeup
Plan 
will 
be paid 
under
the 
terms of 
Section 5(b)(i) 
hereof
in 
10 annual 
installments commencing
about 
one year after 
Retirement at 
age 55
or 
above, but 
subject to revision under the terms of the Plan.

(f) 
Salary 

Reduction. 
If 
a 

Potential 
Participant 
elects 

to 
voluntarily 
reduce 
Salary

and 
receive 

an 
Award 
hereunder 

in 
lieu 
thereof, 

the 
Potential 
Participant 
must

make an election, in the manner prescribed by the Plan Administrator, 
which must

be received on or 
before October 31
prior 
to the beginning of 
the calendar year of

the elected deferral 
or for
Newhire 
Employees as 
soon as practicable 
within a
30-
day 
period 

after 
their 
first 

day 
of 
employment 

or 
reemployment. 
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 

October 
31 
prior 

to 
the 
beginning 

of 
the 
calendar 

year 
or 
for 
Newhire Employees
after 
the 30-day period 
after their first 
day of
employment 
or 
reemployment, except that in the event of any of the following:

(i) 
the Employee is demoted to a job classification/grade that is no longer

eligible to receive an Award 
from an Incentive Compensation Plan,

(ii) 
the Employee’s employment status is classified to a status other than

regular full-time or its equivalent, or

(iii) 
the Employee is receiving Unavoidable Absence Benefits (UAB) pay such

that the pay received is less than his/her pay had been prior to being on

UAB, 
the Employee can request, subject to approval
by 
the Plan Benefits Administrator,

that 
his/her 

election 
to 
voluntarily 

reduce 
his/her 
salary 

be 
revoked 
for 
the

remainder of the calendar year. 

 
 

  
  

 
Exhibit 10.19.1

 

16
 

 
An 

Award 
in 
lieu 
of 

voluntarily 
reduced 
salary 

will 
be 
paid 
under 

the 
terms
of 
Section 
5(b)(i) 
hereof
in 
10 
annual installments 
commencing
about 
one 
year after Retirement at age 55 or above, but subject to revision under the terms of

the Plan.

(g) 
Performance Based
Incentive 
Award. 
The Potential Participant 
who is
eligible 
to

receive 
a 

Performance 
Based 
Incentive 

Award 
in 
the 

immediately 
following

calendar 
year, 

must 
indicate 
a 

preference, 
in 
a 

manner 
prescribed 
by 

the 
Plan

Administrator, 
(i) 

if 
the 
Potential 

Participant 
is 
subject 

to 
section 
16 
of 

the 
Exchange Act, 
to
the 
Committee, or 
(ii) if 
the
Potential 
Participant is 
not subject

to 
section 

16 
of 
the 
Exchange 

Act, 
to 
the 
CEO. 

The 
Potential 
Participant’s

preference 
must 

be 
received 
on 
or 

before 
October 
31 

of 
the 
year 
in 

which 
said

Section 
2(g) 

notice 
was 
received. 

Such 
indication 
must 

state 
the 
portion 

of 
the 
award the Potential Participant desires to be in cash, the portion to be deferred
and 
the portion 
to be 
in
Restricted 
Stock. 
If an 
indication
is 
not received 
by October 
31 the
Potential Participant will be deemed to have elected to 
receive the award as

cash. 
Such 

indication 
of 
preference 

becomes 
irrevocable 
on 

November 
1 
of 
the

year 
in 

which 
the 
indication 

is 
submitted 
to 

the 
Committee 
or 

CEO. 
The 
Committee or 
CEO,
as 
applicable, shall 
consider such 
indication
of 
preference as 
submitted and shall decide whether to accept or reject the preference
expressed. 
 
Section
4. 
Deferred Compensation Accounts.

 

(a)
 

Credit 
for 

Deferral. 
Amounts 
deferred 

pursuant 
to 
Section 

3(a) 
and 
Section

5(h)(1) 
will 

be 
credited 
to 
the 

Participant’s 
Deferred 
Compensation 

Account 
as

soon 
as 

practicable, 
but 
not 

less 
than 
30 
days 

after 
the 
Settlement 

Date 
of 
the

Incentive 
Compensation 

Plan. 
Amounts 
deferred 

pursuant 
to 
Section 

3(c) 
and 
Section 5(h)(2) will be
credited, 
as applicable, as soon as 
practicable, but not later

than 30 days after the date as of 
which the restrictions lapse at the market
value 
of 
the underlying 
Restricted
Stock 
or the 
shares represented 
by
the 
Restricted Stock 
Units 
awarded
under 
an 
Incentive 

Compensation 
Plan, 
the 

Long 
Term 
Incentive

Compensation 
Plan, 

a 
Long 
Term 

Incentive 
Plan 
or 

a 
Strategic 
Incentive 
Plan

Performance Period 
which began 
prior
to 
January 1, 
2003. 
For
this 
purpose, the 

 
 

  

 
Exhibit 10.19.1

 

17
 

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 
market 

value 
of 
the 

underlying 
Restricted 
Stock 

or 
the 
shares 
represented
by 
the Restricted 
Stock Units 
awarded
under 
a Long 
Term 
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.

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.

Amounts 
deferred 

pursuant 
to 
Section 

3(e) 
and 
3(f) 
and 

Section 
5(h)(3)

will 
be 

credited 
to 
the 

Participant’s 
Deferred 
Compensation 

Account 
as 
soon 
as

practicable, 
but 

not 
later 
than 
30 

days 
after 
the 
cash 

payment 
would 
have 
been

made had it 
not
been 
deferred. 
Amounts deferred 
pursuant to
other 
provisions of

this 
Plan 
shall
be 
credited 
as 
soon 

as 
practicable 
but 

not 
later 
than 
30 

days 
after 
the date the Award
would 
otherwise be payable.

(b)
 

Designation 
of 

Investments. 
The 
amount 

in 
each 
Participant’s 
Deferred

Compensation 
Account 

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 

 
 

  
Exhibit 10.19.1

 

18
 

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 

the 
Company, 
or 

his 
successor. 
The 
Chief

Financial Officer 
of the 
Company
may 
include as 
eligible securities, 
stocks listed

on 
a 

national 
securities 
exchange, 

and 
bonds, 
notes, 

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 
by

investment 
companies 

commonly 
known 
as 

“mutual 
funds”. 
The 
Participant’s

Deferred 
Compensation 

Account 
will 
be 

adjusted 
to 
reflect 

the 
deemed 
gains,

losses, 
and 

earnings 
as 
though 

the 
amount 
deferred 

was 
actually 
invested 
and

reinvested 
in 

the 
eligible 
securities 

for 
the 
Participant’s 

Deferred 
Compensation 
Account.

 
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 
Participant’s 

Deferred 
Compensation 
Account, 
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 

 
 

  
  

 
Exhibit 10.19.1

 

19
 

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.

 
The 

Chief 
Financial 
Officer 

of 
the 
Company 
may 

also 
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 

by 
the 
Company 
in

agreement with such third party.

(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. 
The payment shall be made as soon as 
practicable, but no later than 30
days, after the installment payment 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, 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 
Account, the
amounts 
credited or 
debited to 
such
account 
since the 
last statement

and 
the 

payment 
schedule 
of 

deferred 
Awards, 
and 

deemed 
gains, 
losses, 
and

earnings 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. 
 

 
 

  
  

 
Exhibit 10.19.1

 

20
 

Section 5. 
Payments from Deferred Compensation Accounts.

 

(a) 
Election 

of 
Method 
of 
Payment
for 
an 
Incentive
Compensation 
Plan 
Award. 
At

the time 
a Potential 
Participant
submits 
an indication 
of preference 
to
defer 
all or

any 
part 

of 
an 
Award 
under 

an 
Incentive 
Compensation 

Plan 
as 
provided 
in

Section 
3(a) 

above, 
the 
Potential 

Participant 
shall 
also 

elect 
in 
a 
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

adjusted 
for 

any 
deemed 
gains, 

losses, 
and 
earnings 

accrued 
thereon 
credited 
to

the 
Participant’s 

Deferred 
Compensation 
Account 

under 
this 
Plan. 

Subject 
to

Paragraphs 
(e), 

(g), 
and 
(h) 
of 

this 
Section, 
if 

the 
Committee 
or 

CEO, 
as

appropriate, 
accepts 

the 
Potential 
Participant’s 

indication 
of 
preference, 
the

election 
of 

the 
method 
of 

payment 
of 
the 

amount 
deferred 
shall 
become

irrevocable.

(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 
adjusted for any deemed gains, 
losses, and earnings accrued thereon paid:

(i)
 

(Post-Retirement)
 

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 
the 
first 

anniversary 
of 
(x) 
the

Potential Participant’s 
first day of Retirement
at 
age 55 or above (or at 
age

50 
or 

above 
for 
a 

Heritage 
Conoco 
Employee 

who 
was 
employed 
by

Conoco Inc. 
or
its 
affiliates 
on August 
30,
2002 
if such 
Heritage Conoco

Employee 
is 

eligible 
for 
early 

retirement 
under 
the 

Retirement 
Plan 
of 
Conoco)
or 
(y)
the 
Potential 
Participant’s 
first
day 
of Layoff 
at age 
50 or

above, or

(ii)
 

(Date 

Certain)
 
with 

regard 
only 
to 
the 

deferred 
portion 
of 

an 
Incentive

Compensation 
Award, 

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 

 
 

  
  

 
  

 
Exhibit 10.19.1

 

21
 

calendar quarter which is designated 
by the Participant, is
at 
least one year 
after the 
date
on 
which the 
election is 
made,
and 
is not 
later than 
the
65
th
 

birthday 
of 

the 
Participant; 
provided, 

however, 
that 
in 

the 
event 
of

termination 
of 

employment 
from 
the 

Affiliated 
Group 
by 

a 
Heritage

Conoco 
Employee 

who 
had 
made 

deferral 
of 
amounts 

from 
the 
Conoco

Inc. 
Global 

Variable 
Compensation 
Plan, 

the 
balance 
of 

such 
deferred 
amounts
(adjusted 
for earnings, 
gains, and 
losses)
shall 
be paid 
in a 
lump

sum 
as 

soon 
as 
practicable 

after 
termination, 
notwithstanding 
an

installment election made pursuant to this Paragraph, or

(iii)
 

(Pre-
Retirement
)

 
otherwise, 

in 
a 
lump 
sum 

paid 
as 
soon 
as 

practicable

following 
the 

Participant’s 
termination 
from 

employment 
with 
the 
Affiliated
Group.

(iv)
 

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) or (ii), payment shall be

made 
in 

10 
annual 
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 the 
first
anniversary 
of (x) 
the Potential 
Participant’s

first 
day 

of 
Retirement 
at 

age 
55 
or 
above 

(or 
at 
age 
50 

or 
above 
for 
a

Heritage 
Conoco 

Employee 
who 
was 

employed 
by 
Conoco 

Inc. 
or 
its

affiliates 
on 

August 
30, 
2002 
if 

such 
Heritage 
Conoco 

Employee 
is

eligible 
for 

early 
retirement 
under
the 
Retirement 
Plan 
of 

Conoco) 
or 
(y) 
the Potential
Participant’s first day of Layoff at age 50 or above.

(c) 
Election 

of 
Method 
of 

Payment 
of 
the 

Value 
of 
Restricted 

Stock 
and 
Restricted 
Stock
Units. 
As provided 
in Section 
3(c)
above, 
a deferral 
of the 
value
of 
all or 
part of the 
Restricted Stock
or 
Restricted Stock Units 
will be considered 
payment

option (b)(i) of this Section subject to Paragraphs (e) and (g) of this Section.

(d) 
Election of 
Method
of 
Payment of 
a Lump 
Sum
Distribution 
from Non-Qualified

Retirement 
Plans. 

At 
the 
time 
a 

Potential 
Participant 
submits 

an 
indication 
of 
preference to
defer 
all or 
part of the 
lump sum
distribution 
as provided in 
Section

3(d) above, the Potential 
Participant shall
also 
elect in a manner 
prescribed by the

Plan 
Administrator 

which 
payment 
option 

shall 
apply 
to 
the 

deferred 
lump 
sum 
adjusted
for 
any gains, 
losses, and 
earnings
to 
be accrued 
thereon credited 
to the 

 



  
  

 
  

 
Exhibit 10.19.1

 

22
 

Participant’s 
Deferred 

Compensation 
Account 
under 

this 
Plan. 
The 
payment

options 
are
annual 
installments 
of not 
less
than 
1 nor 
more than 
15, semi-annual

installments 
of not 
less
than 
2 nor 
more than 
30,
or 
quarterly installments 
of not

less 
than 

4 
nor 
more 
than 

60. 
The 
first 

installment 
shall 
commence 

as 
soon 
as

practicable 
after 

any 
date 
specified 

by 
the 
Potential 

Participant, 
so 
long 

as 
such 
date is the first day 
of
a calendar quarter 
and is at least one 
year and not later than

five years 
from the 
date
the 
payout option 
was elected. 
Subject
to 
Paragraph (g)

of 
this 

Section, 
if 
the 

Committee 
or 
CEO, 

as 
appropriate, 
accepts 

the 
Potential

Participant’s 
indication 

of 
preference, 
the 

election 
of 
the 

method 
of 
payment 
of

the amount deferred shall become irrevocable.

(e) 
Payment 

Option 
Revisions. 
If 

a 
Section 
5(b)(i) 

payment 
option 
applies 

to 
any

part 
of 

the 
balance 
of 
a 

Participant’s 
Deferred 
Compensation 

Account, 
the 
Participant may revise such payment option as follows:

(i) 
Prior to Retirement. 
The
Participant at any time during a period beginning

365 
days 

prior 
to 
and 

ending 
90 
days 

prior 
to 
the 
date 

the 
Participant

Retires 
at 

age 
55 
or 
above 

may, 
with 
respect 

to 
the 
total 
of 

all 
amounts 
subject to 
such
payment 
option at 
the time 
of
the 
Participant’s 
Retirement

at 
age 

55 
or 
above, 
in 

the 
manner 
prescribed 

by 
the 
Plan 
Administrator,

revise such payment option and 
elect one of the
payment 
options specified

in 
(e)(iv) 

of 
this 
Section 
to 

apply 
to 
such 

total 
amount 
in 

place 
of 
such 
payment option.

(ii) 
Upon Layoff. 
If a
Participant 
who is eligible 
to Retire or 
who is
Laid 
Off 
during or 
after
the 
year in 
which the 
Participant
reaches 
age 50 
is notified 
of Layoff,
the Participant may, 
no later than 30 days after being notified of

Layoff, 
in 

the 
manner 
prescribed 

by 
the 
Plan 

Administrator, 
revise 
such

payment option and elect one of the payment options specified in (e)(iv) of

this Section to apply to such total amount in place of such payment option.

(iii) 
If Disabled. 
The Participant
may at any time during a period from the date

of 
the 

beginning 
of 
the 

qualifying 
period 
for 

the 
Company’s 
Long 
Term

Disability Plan 
or similar 
plan
to 
no later 
than 90 
days
prior 
to the 
end of 
such period, or
within 30 days of the amendment of this Plan providing for 
such election, 
in
the 
manner 
prescribed 
by
the 
Plan 
Administrator, 
revise 

 



  
  

 

 
Exhibit 10.19.1

 

23
 

such 
payment 

option 
and 
elect 

one 
of 
the 
payment 

options 
specified 
in 
(e)(iv)
of 
this 
Section 
to 

apply 
to 
the 
total 

of 
all
amounts 
subject 
to 
such

payment 
option; 

provided, 
however, 
that 

after 
the 
payments 

have 
begun, 
such payments 
may
be 
made in 
a different 
manner
if, 
the 
Participant due

to 
an 

unanticipated 
emergency 
caused 

by 
an 
event 
beyond 

the 
control 
of

the 
Participant 

results 
in 
financial 

hardship 
to 
the 

Participant, 
so 
request 
and the
CEO gives written consent to the method of payment requested. 
(iv) 
Payment
Options 
After Revision. 
If a Participant 
revises a
Section 
5(b)(i) 
payment option 
as
specified 
in (e)(i), 
(e)(ii), or 
(e)(iii)
of 
this Section, 
the

Participant 
may 

select 
payments 
in 

annual 
installments 
of 

not 
less 
than 
1

nor more 
than 15, 
in
semi-annual 
installments of 
not less 
than
2 
nor more

than 
30, 

or 
in 
quarterly 

installments 
of 
not 

less 
than 
4 
nor 

more 
than 
60,

with 
the 

first 
installment 
to 

commence 
as 
soon 

as 
practicable 
following 
any date
specified by the Participant so 
long as such date is the 
first day of

a calendar quarter, is on 
or after the
Participant’s 
first day of Retirement at 
age
55 
or above 
or the 
first
day 
the Participant 
is no 
longer
an 
Employee 
following Layoff, is at
least 
one year and no more than 
five years from the

date the payment option was revised.

(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 
designated 
in 

accordance 
with 
Section 

7, 
shall

receive 
payments 

in 
accordance 
with 

the 
payment 
option 

selected 
by 
the

Participant, 
if 

death 
occurred 
after 

such 
payments 
had 

commenced; 
or 
if 
death

occurred before payments have commenced, 
the Beneficiary may
select 
payments

in 
annual 

installments 
of 
not 

less 
than 
1 
nor 

more 
than 
15, 
in 

semi-annual 
installments of not less than 2 nor more than 30, or in quarterly installments of not

less 
than 

4 
nor 
more 
than 

60 
with 
the 
first 

installment 
to 
commence 

as 
soon 
as 
practicable following
any 
date specified by the 
beneficiary so long 
as such
date 
is 
the first 
day
of 
a calendar 
quarter and 
is
at 
least 
one year 
and
no 
more 
than 
five 

 
 

  

 
Exhibit 10.19.1

 

24
 

years 
from 

the 
date 
the 

payment 
option 
is 

selected 
and 
is 

not 
later 
than 
the 

date

the 
deceased 

Participant 
would 
have 

been 
age 
65; 

provided, 
however, 
such

payments 
may 

be 
made 
in 
a 

different 
manner 
if 

the 
Beneficiary 
or 
Beneficiaries

entitled to receive or receiving 
such payments, due to an
unanticipated 
emergency

caused 
by 

an 
event 
beyond 

the 
control 
of 
the 

beneficiary 
or 
beneficiaries 
that

results 
in 

financial 
hardship 
to 

the 
Beneficiary 
or 

Beneficiaries, 
so 
requests 
and

the CEO gives written consent to the method of payment requested.

(h) 
Disability 

of 
Participant. 
In 

the 
event 
a 

Participant 
or 
Employee 
becomes

disabled,
the 
individual 
may, 
in
the 
period 
from 
the
date 
of the 
beginning 
of the

qualifying 
period 

for 
the 
Company’s 

Long 
Term 
Disability 

Plan 
to no 
later than

90 
days 

prior 
to 
the 
end 

of 
such 
period, 
or 

within 
30 
days 
of 

the 
amendment 
of 
this Plan
providing for such election, indicate a preference, in a manner prescribed 
by the Plan Administrator, for any of the following:

(1)
 

To 
defer 

part 
or 
all 
of 

any 
Incentive 
Compensation 

Plan 
Award 
the

Employee 
is 

eligible 
to 
receive 

in 
the 
immediately 

following 
calendar 
year,

(2)
 

To 
defer 

part 
or 
all 
of 

the 
value 
of 
the 

Stock 
which 
would 

otherwise 
be

delivered 
to 

the 
Employee 
when 

the 
restrictions 
lapse 

on 
any 
Restricted 
Stock or
Restricted Stock Units or Restricted Stock Units are settled, or

(3)
 

To 
defer 

part 
or 
all 
of 

the 
value 
from 
their 

account 
under 
the 
Defined

Contribution Makeup 
Plan which 
would
otherwise 
be paid 
as a 
lump sum

to the Participant.

Such 
indications 

of 
preference 
shall 

be 
subject 
to 

approval 
by 
the 

Committee 
if

the 
Potential 

Participant 
is 
subject 

to 
section 
16 
of 

the 
Exchange 
Act 

or 
by 
the 
CEO
if 
the Potential 
Participant is 
not
subject 
to section 
16 of 
the
Exchange 
Act. 


The 
Committee 

or 
CEO, 
as 

applicable, 
shall 
consider 

such 
indication 
or 
preference as
submitted and shall decide whether to accept or reject the preference 
expressed.

 
Such 

indications 
of 
preference, 

if 
accepted, 
become 

irrevocable 
on 
the 
date of such
acceptance. 
A deferral of any amount will be paid under 
the terms of

Section 
5(b)(i) 

hereof 
in 
ten 
(10) 

annual 
installments, 
but 

subject 
to 
revision 
as

specified under the terms of this Plan. 

 
 

  
  

 
Exhibit 10.19.1

 

25
 

(i) 
Termination 

of 
Employment. 
In 

the 
event 
a 

Participant’s 
employment 
with 
the

Company, 
any 

Participating 
Subsidiary, 
or 

any 
other 
subsidiary 

of 
the 
Company

terminates 
for 

any 
reason 
other 

than 
death, 
Retirement 

at 
age 
55 
or 

above, 
Disability, 
or Layoff 
during
or 
after the 
year in 
which
the 
Participant reaches 
age

50, 
the 

entire 
balance 
of 

the 
Participant’s 
Deferred 

Compensation 
Account 
shall 
be
paid to the Participant in one lump 
sum as soon as practicable after the date 
the

Participant 
terminates 

employment, 
except 
that 

a 
Participant 
who 
becomes

employed 
by 

a 
member 
of 
the 

Affiliated 
Group 
immediately 

after 
terminating 
employment
with 
the Company 
or Participating 
Subsidiary
shall 
not receive 
their

benefit 
under 

the 
Plan 
until 
the 

Participant 
terminates 
employment 

from 
the

Affiliated 
Group; 

provided, 
however, 
the 

Committee, 
in 
its 

sole 
discretion, 
may

elect 
to 

make 
such 
payments 

in 
the 
amounts 
and 

on 
such 
schedule 
as 

it 
may 
determine.

(j) 
Rehire 

of 
Participant. 
In 

the 
event 
a 

Participant 
is 
a 

Rehired 
Participant, 
he/she

will 
be 

eligible 
to 
receive 

notifications 
as 
specified 

in 
Section 
2 
and 

will 
be 
eligible to 
submit
an 
Indication of 
Preference or 
Election
to 
Defer as 
specified in

Section 
3, 

if 
the 
Participant 

agrees 
to 
the 

suspension 
of 
payments 

from 
his/her

Deferred 
Compensation 

Account 
during 
the 

period 
of 
reemployment 

by 
the

Company. 
Upon 

termination 
of 
reemployment, 

such 
payments 
shall 

resume 
on 
the same schedule as was in effect at the time the Participant previously Retired
or 
was Laid Off.

 
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”) 
may, 
in 

a 
manner 
prescribed 

by 
the 
Plan 
Administrator,

indicate a preference or make an election:

(a) 
To 
reduce voluntarily salary
and 
receive an Award 
in the amount 
of the reduction 

 



  
Exhibit 10.19.1

 

26
 

credited to, at the Employee’s 
election, (i) an account
under 
this Plan or (ii) for 
so

long 
as 

the 
ARCO 
Executive 

Deferral 
Plan 
will 

accept 
such 
deferrals 

of 
salary,

but 
not 

beyond 
December 
31, 

2001, 
an 
account 

under 
the 
ARCO 
Executive

Deferral Plan; or

(b) 
To 

defer 
any 
Award 

payable 
to 
a 

former 
ARCO 
employee 

who 
is 
involuntarily

terminated 
prior 

to 
April 
18, 
2002, 

in 
lieu 
of 
a 

target 
ARCO 
Annual 
Incentive

Plan 
(AIP) 

award, 
and 
at 
the 

Employee’s 
election 
credit 

the 
Award 
to 
(i) 

an 
account under this Plan or (ii) to the ARCO Executive Deferral Plan; or

(c) 
To 

defer 
the 
Final 

ARCO 
Supplemental 
Executive 

Retirement 
Plan 
(SERP) 
benefit
that 
will 
be 
calculated
as 
of 
the 
earlier 

of 
April 17, 
2002,
or 
the 
date 
the

former ARCO employee voluntarily or involuntarily 
terminates employment from

the 
Company 

or 
any 
Participating 

Subsidiary 
to 
the 

ARCO 
Executive 
Deferral 
Plan; or

(d) 
To 
defer
the 
value of 
the restricted 
stock
granted 
on July 
31, 2000, 
to
an 
account

under 
this 

Plan 
when 
the 

restrictions 
lapse 
on 

July 
31, 
2001, 
July 

31, 
2002, 
and 
July
31, 
2003; provided 
that such 
indications
of 
preference shall 
be made 
in July

of 
the 

year 
preceding 
the 

calendar 
year 
when 

the 
restrictions 
are 

scheduled 
to

lapse 
or 

as 
soon 
as 

practicable 
after 
July 

31, 
2000, 
for 
the 

restrictions 
on 
the 
shares that
are to be lapsed on July 31, 2001;
or 

(e) 
For a
former 
ARCO Alaska 
employee 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, 
to 
make 
an 

annual 
election to 
voluntarily
reduce 
salary and 
defer the 
amount
of 
the voluntary 
salary 
reduction for
salary received from July 31, 2000, through December 31, 2000, and

for 
the 

five 
years 
from 

2001 
through 
2005 

and 
receive 
a 
salary 

deferral 
credit 
under this Plan.

 
All
indications 
of preference 
in Sections 
6(a),
(b), 
and (c) 
are subject 
to
approval 
by the 
Compensation
Committee 
if the 
Employee 
is
subject 
to 
section 
16
of 
the 
Exchange Act 
and by the CEO if
the Employee is not subject to section 16 of the Exchange Act. 

 
 

  
Exhibit 10.19.1

 

27
 

 
Section
7. 
Designation of Beneficiary.

 
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 
the CEO 
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
8. 
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.

 

 
 

  
Exhibit 10.19.1

 

28
 

Section 9. 
Administration.

 

(a) 
The 

Plan 
shall 
be 

administered 
by 
the 

Plan 
Administrator. 
The 
Plan

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

Controlled 
Group 

the 
authority 
to 

execute 
and 
deliver 

such 
instruments 
and

documents, 
to 

do 
all 
such 
acts 

and 
things, 
and 
to 

take 
such 
other 
steps 

deemed 
necessary, 
advisable,
or 
convenient for 
the effective 
administration
of 
the Plan 
in

accordance 
with 

its 
terms 
and 

purpose, 
except 
that 

the 
Plan 
Administrator 
may

not 
delegate 

any 
discretionary 
authority 

with 
respect 
to 

substantive 
decisions 
or

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

Participant accounting, Participant communication, payment of installments 
to the

Participant, 
tax 

reporting, 
and 
any 

other 
services 
specified 

in 
an 
agreement 
with

such third 
party. 
The
Plan 
Administrator may 
adopt such 
rules,
regulations, 
and

forms 
as 

deemed 
desirable 
for 

administration 
of 
the 

Plan 
and 
shall 

have 
the

discretionary 
authority 

to 
allocate 
responsibilities 

under 
the 
Plan 
to 

such 
other

persons 
as 

may 
be 
designated. 

The 
Plan 
Administrator 

shall 
have 
absolute

discretion 
in 

carrying 
out 
its 

responsibilities, 
and 
all 

interpretations, 
findings 
of

fact 
and 

resolutions 
described 
herein 

which 
are 
made 
by 

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

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

the 
Company. 

None 
of 
the 
Plan 

Administrator 
or 
his 

or 
her 
delegates 

shall 
be

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. 

 
 

  
Exhibit 10.19.1

 

29
 

(b) 
Any 

claim 
for 
benefits 

hereunder 
shall 
be 

presented 
in 
writing 

to 
the 
Plan

Administrator 
for 

consideration, 
grant 
or 

denial. 
In 
the 

event 
that 
a 
claim 

is 
denied in 
whole or 
in
part 
by the 
Plan Administrator, 
the
claimant, 
within ninety

days 
of 

receipt 
of 
said 

claim 
by 
the 
Plan 

Administrator, 
shall 
receive 
written

notice of denial. 
Such notice shall contain:

(1)
 

a statement of the specific reason or reasons for the denial;

(2)
 

specific references to the pertinent provisions hereunder on which such

denial is based;

(3)
 

a description of any additional material or information necessary to perfect

the claim and an explanation of why such material or information is

necessary; and

(4)
 

an explanation of the following claims review procedure set forth in

paragraph (c) below.

(c) 
Any 

claimant 
who 
feels 

that 
a 
claim 
has 

been 
improperly 
denied 

in 
whole 
or 
in

part 
by 

the 
Plan 
Administrator 

may 
request 
a 

review 
of 
the 

denial 
by 
making 
written
application to 
the Trustee. 
The claimant shall 
have the
right 
to review 
all 
pertinent
documents 
relating to 
said claim 
and
to 
submit issues 
and comments 
in

writing 
to 

the 
Trustee. 
Any 

person 
filing 
an 

appeal 
from 
the 

denial 
of 
a 
claim

must 
do 

so 
in 
writing 

within 
sixty 
days 

after 
receipt 
of 

written 
notice 
of 

denial. 

The 

Trustee 
shall 
render 

a 
decision 
regarding 

the 
claim 
within 

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

of 
time 

for 
processing, 
in 

which 
case 
a 

decision 
shall 
be 

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

 
The decision 
of
the 
Trustee 
shall be 
in
writing 
and, in 
the case 
of
the 
denial of 
a 
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. 

 
 

  
Exhibit 10.19.1

 

30
 

(d) 
Compliance 

with 
the 
procedures 

described 
in 
paragraphs 

(b) 
and 
(c) 
shall 

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

right which any individual may claim hereunder. 
Notwithstanding anything to the

contrary 
in 

the 
Plan, 
these 

paragraphs 
(b), 
(c), 

and 
(d) 
may 
not 

be 
amended

without 
the 

written 
consent 
of 

a 
seventy-five 
percent 

(75%) 
majority 
of

Participants 
and 

Beneficiaries 
and 
such 

paragraphs 
shall 
survive 

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

(e)
 

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

of 
this 

Plan, 
shall 
to 
the 

extent 
thereof 
be 

in 
full 
satisfaction 

of 
all 
claims

hereunder 
against 

the 
Plan 
Administrator, 

the 
Company 
and 

all 
Participating

Subsidiaries, 
any 

of 
which 
may 

require 
such 
Participant 

or 
Beneficiary 
as 
a

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

(as 
applicable) 

does 
not 
provide 

such 
receipt 
and 

release 
in 
a 

timely 
enough

manner 
to 

permit 
a 
timely 

distribution 
in 
accordance 

with 
the 
general 

timing 
of

distribution 
provisions 

in 
this 
Plan, 
the 

payment 
of 
any 

affected 
distribution(s) 
shall be forfeited.

(f)
 

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

discretion 
that 

a 
Participant 
or 

Beneficiary 
is 
entitled 

to 
the 
Benefits. 


Notwithstanding 
the 

foregoing 
or 
any 

provision 
of 
this 

Plan, 
a 
Participant 
(or

other claimant) must exhaust all administrative remedies set forth in this Section 9

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 
9. 
Any 

claim 
not 
brought 

within 
such time 
shall be waived and forever barred.

 
Section
10. 
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 

 
 

  

 
Exhibit 10.19.1

 

31
 

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
11. 
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, 

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
12. 
Amendment and Termination.

 

Subject 
to 
Paragraph
9(d), 
the 
Board 
reserves
the 
right 
to
amend 
this 
Plan
from 
time 
to

time, 
to 

terminate 
this 
Plan 

entirely 
at 
any 

time, 
and 
to 

delegated 
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. 
In 

the 
event 
of 

termination 
of 
the 

Plan, 
the 
Chief Executive
Officer, 
in his sole discretion, may 
elect to have the Company 
pay to the

Participant 
in 

one 
lump 
sum 
as 

soon 
as 
practicable 

after 
termination 
of 

the 
Plan, 
the 
balance then in the
Participant’s account. 
 
Section
13. 
Method of Providing Payments.

 

(a) 
Nonsegregation. 

Amounts 
deferred 
pursuant 

to 
this 
Plan 
and 

the 
crediting 
of

amounts 
to 

a 
Participant’s 
Deferred 

Compensation 
Account 
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 

 



  

 
Exhibit 10.19.1

 

32
 

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 Account.

(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. 
 
Section
14. 
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 

 
 

  
Exhibit 10.19.1

 

33
 

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. 
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 

 



  
Exhibit 10.19.1

 

34
 

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 
Title 
I
was 
frozen 
effective 
as 

of 
December 
31, 

2004, 
and 
was 

replaced 
by

Title 
II 

of 
the 
Plan. 
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.

(k)
 

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, 
other 
members 
of

the Affiliated Group (as determined after the Distribution), the Plan, any directors,

officers, or employees of any member of the Affiliated 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, 

the 
Restricted 
Stock 

and 
Restricted 
Stock

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 

 
 

  
Exhibit 10.19.1

 

35
 

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.

 
Section
15. 
Effective Date of Restated Plan.

 

Title 
I 

of 
the 
Key 

Employee 
Deferred 
Compensation 

Plan 
of 
ConocoPhillips 

is 
hereby 
amended and restated effective as of January 1, 2020.

 
 

 
 

  
Exhibit 10.19.1

 

36
 

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

 
 

 
______________________________

Heather G. Sirdashney 
Vice President, Human Resources

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

KEDCP Title I 2020
Restatement 
12-19-2019