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                                                                   Exhibit 10.20


                                                      BOARD OF DIRECTORS AMENDED
                                                                 AUGUST 26, 2002

                           DEFERRED COMPENSATION PLAN
                                       FOR
                             NON-EMPLOYEE DIRECTORS
                                       OF
                           PHILLIPS PETROLEUM COMPANY

Section 1. Purpose of the Plan

The amount of total compensation which is paid to the Non-Employee Director for
services rendered as a Non-Employee Director is set by resolution of the Board
of Directors and is comprised of a portion paid in cash ("Cash Compensation")
and a portion paid in shares ("Stock Compensation") of Phillips Petroleum
Company common stock $1.25 par value ("Phillips Common Stock"). "Cash
Compensation" shall also include any portion of the compensation that is paid to
a Continuing Director (as defined in Section 13) in cash (including, without
limitation, any cash compensation payable pursuant to any restricted stock unit)
by ConocoPhillips for services as a member of the ConocoPhillips Board (as
defined in Section 13), and "Stock Compensation" shall also include any portion
of the compensation that is paid to a Continuing Director by ConocoPhillips in
ConocoPhillips common stock $.01 par value ("CP Common Stock") for services as a
member of the ConocoPhillips Board. "Common Stock" shall mean Phillips Common
Stock or CP Common Stock, as the context may require.

The purpose of the Deferred Compensation Plan for Non-Employee Directors
("Plan") is to provide a program whereby a member of the Board of Directors of
Phillips Petroleum Company ("Company") who is not an officer, present employee,
nor former employee of the Company or


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any of its subsidiaries ("Non-Employee Director") may indicate a preference to:

1)    defer the payment of part or all of the Cash Compensation payable to the
      Non-Employee Director ("Cash Payment")

2)    receive part or all of the Cash Compensation and part or all of the Stock
      Compensation payable to the Non-Employee Director in shares of
      Unrestricted Stock under the terms of the Phillips Petroleum Company Stock
      Plan for Non-Employee Directors ("Unrestricted Stock Award")

3)    receive part or all of the Cash Compensation and/or part or all of the
      Stock Compensation in shares of Restricted Stock under the terms of the
      Phillips Petroleum Company Stock Plan for Non-Employee Directors
      ("Restricted Stock Award"),

4)    delay the lapsing of restrictions on Restricted Stock or delay the
      settlement of Restricted Stock Units due to the attainment of certain ages
      under the terms of the Phillips Petroleum Company Stock Plan for
      Non-Employee Directors ("Restricted Stock Lapsing"),

5)    defer the value of shares of unrestricted Common Stock which would
      otherwise be delivered to the Non-Employee Director as a result of
      restrictions being lapsed on shares of Restricted Stock or when Restricted
      Stock Units or similar Awards are settled due to the attainment of certain
      ages or at Retirement under the terms of the Phillips Petroleum Company
      Stock Plan for Non-Employee Directors or under the terms of the grant of
      such Awards ("Value of Restricted Stock or Awards"), and

6)    defer the payment of all or a portion of the lump sum payment from the
      Non-Employee Director Retirement Plan ("Retirement Payment").

Section 2. Indications of Preference


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(a)   Cash Payment. For each calendar year, a Non-Employee Director may indicate
      a preference to have payment of part or all of the Non-Employee Director's
      Cash Compensation deferred. On or before December 1 of each year, the
      indication of preference to defer Cash Compensation to be paid in the next
      calendar year may be made by giving written notice thereof to the
      Corporate Secretary, except that such indication of preference may be made
      by the end of the month in which a Non-Employee Director is first elected
      to the Board of Directors. The Chief Executive Officer (CEO) shall
      consider such indication of preference and shall decide whether to accept
      or reject the preference expressed as soon as practicable. Such indication
      of preference to defer Cash Compensation, if accepted, becomes irrevocable
      on the date of such acceptance.

(b)   Unrestricted Stock Award. For each calendar year, a Non-Employee Director
      may indicate a preference to receive Unrestricted Stock for part or all of
      the Cash Compensation and/or part or all of the Stock Compensation that
      would be paid in the next calendar year. On or before December 1 of each
      year, such indication of preference to receive Unrestricted Stock instead
      of cash and/or for the Stock Compensation may be made by giving written
      notice thereof to the Corporate Secretary, except that such indication of
      preference may be made by the end of the month in which a Non-Employee
      Director is first elected to the Board of Directors. The CEO shall
      consider such indication of preference and shall decide whether to accept
      or reject the preference expressed as soon as practicable. Such indication
      of preference to receive Unrestricted Stock, if accepted, becomes
      irrevocable on the date of such acceptance.


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(c)   Restricted Stock Award. For each calendar year, a Non-Employee Director
      may indicate a preference to receive Restricted Stock for part or all of
      the Cash Compensation and/or part or all of the Stock Compensation. On or
      before December 1 of each year, such indication of preference to receive
      Restricted Stock instead of cash and/or for the Stock Compensation that
      would be paid in the next calendar year may be made by giving written
      notice thereof to the Corporate Secretary, except that such indication of
      preference may be made by the end of the month in which a Non-Employee
      Director is first elected to the Board of Directors. The CEO shall
      consider such indication of preference and shall decide whether to accept
      or reject the preference expressed as soon as practicable. Such indication
      of preference to receive Restricted Stock, if accepted, becomes
      irrevocable on the date of such acceptance.

(d)   Restricted Stock Lapsing or Restricted Stock Units Settled. Each year
      Non-Employee Directors who are or will become 65 years of age prior to the
      end of that calendar year or who are over 65 years old and have not
      previously been given the opportunity may indicate a preference to delay
      the lapsing of restrictions on Restricted Stock and that would otherwise
      be lapsed, and to defer the receipt of shares of Common Stock that would
      otherwise be delivered in settlement of restricted stock units or similar
      awards, in either case based on their age under the terms of the Phillips
      Petroleum Company Stock Plan for Non-Employee Directors until the day the
      Director retires from the Board of Directors. The Non-Employee Director
      must make the indication of preference by giving written notice thereof to
      the Corporate Secretary on or before December 1 of that year, except that


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      such indication of preference may be made within 30 days of the amendment
      of this plan providing for such indication of preference or by the end of
      the month in which a Non-Employee Director is first elected to the Board
      of Directors if such Director would receive shares of Common Stock as a
      result of restrictions being lapsed on shares of Restricted Stock or
      pursuant to Awards based on their age under the terms of the Phillips
      Petroleum Company Stock Plan for Non-Employee Directors. The CEO shall
      consider such indication of preference and shall decide whether to accept
      or reject the preference expressed as soon as practicable. Such indication
      of preference to delay the lapsing of restrictions on Restricted Stock or
      the settlement of Restricted Stock Units or Awards, if accepted, becomes
      irrevocable on the date of such acceptance. Such approved indication of
      preference shall 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.

      (e)   Value of Restricted Stock and Restricted Stock Units.

            (i)   Each year Non-Employee Directors who are or will become 65
                  years of age prior to the end of that calendar year or who are
                  over 65 years old and have not previously been given the
                  opportunity may indicate a preference concerning the deferral
                  of the receipt of the value of all or part of the Common Stock
                  which would otherwise be delivered to the Non-Employee
                  Director as a result of restrictions being lapsed on shares of
                  Restricted Stock or and the settlement of Restricted Stock
                  Units or similar Awards based on their age under the terms of
                  the Phillips Petroleum Company Stock Plan for Non-Employee
                  Directors.

            (ii)  If the Non-Employee Director has previously indicated a
                  preference to delay the


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                  lapsing of restrictions on Restricted Stock or the settlement
                  of Restricted Stock Units or similar Awards until the Director
                  retires from the Board of Directors, or if the Non-Employee
                  Director Retires from the Board prior to being given an
                  opportunity to indicate such preference, such Non-Employee
                  Director may indicate a preference concerning the deferral of
                  the receipt of the value of all or part of the Common Stock
                  which would otherwise be delivered to the Non-Employee
                  Director as a result of restrictions being lapsed on shares of
                  Restricted Stock or the settlement of Restricted Stock Units
                  or Awards until the Director retires from the Board of
                  Directors. (iii) The Non-Employee Director must make the
                  indication of preference specified in Sections 2 (e) (i) and
                  (ii) herein by giving written notice to the Corporate
                  Secretary on or before December 1 of the applicable year,
                  except that such indication of preference may be made within
                  30 days of the amendment of this Plan providing for such
                  indication of preference or by the end of the month in which a
                  Non-Employee Director is first elected to the Board of
                  Directors or as soon as practicable prior to the Director's
                  Retirement from the Board if such Director would receive
                  shares of Common Stock as a result of restrictions being
                  lapsed on shares of Restricted Stock or the settlement of
                  Restricted Stock Units or Awards under the terms of the
                  Phillips Petroleum Company Stock Plan for Non-Employee
                  Directors prior to the next period for indicating such
                  preference. The CEO shall consider such indication of
                  preference and shall decide whether to accept or reject the
                  preference expressed as soon as practicable. Such indication
                  of preference to defer the value of Restricted Stock or
                  Restricted Stock Units or Awards, if accepted, becomes
                  irrevocable on the date of such acceptance.

(f)   Retirement Payment. If a Non-Employee Director prefers to defer under this
      Plan all or


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      part of the lump sum payment from the Non-Employee Director Retirement
      Plan, the Non-Employee Director must indicate such preference to the Chief
      Executive Officer (CEO) of the Company. The Non-Employee Director's
      preference must be received by the Corporate Secretary in the period
      beginning 150 days prior to and ending no less than 30 days prior to the
      date the retirement payment is to be made. Such indication must be in
      writing signed by the Non-Employee Director and must state the portion of
      the lump sum payment the Non-Employee Director desires to be deferred. The
      CEO 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 to defer the Retirement
      Payment, if accepted, becomes irrevocable on the date of such acceptance.

Section 3. Deferred Compensation Accounts

(a)   Credit for Deferral. The Company will establish and maintain an account
      for each Non-Employee Director who defers Cash Compensation, the Value of
      Restricted Stock or Restricted Stock Units or Awards and/or a Retirement
      Payment in which will be credited the amounts deferred. Amounts deferred
      shall be credited as soon as practicable but not later than 30 days after
      the date the payment would otherwise have been made. The value of the
      underlying Restricted Stock or Restricted Stock Units or Awards shall be
      the higher of (a) the average of the high and low selling prices of the
      Common Stock on the date the restrictions lapse or the shares are to be
      delivered, as applicable, or the last trading day before such date, if
      such date is not a trading day, or (b) the average of the high three
      monthly Fair Market Values of the Common Stock during the twelve calendar
      months preceding the month in which the restrictions lapse or the shares
      are to be delivered, as


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      applicable. The monthly Fair Market Value of the Common Stock is the
      average of the daily Fair Market Value of the Common Stock for each
      trading day of the month. The daily Fair Market Value of the Common Stock
      shall be deemed equal to the average of the reported highest and lowest
      sales prices per share of such Common Stock as reported on the composite
      tape of the New York Stock Exchange transactions.

(b)   Designation of Investments. The amount in each Non-Employee Director's
      Deferred Compensation Account shall be deemed to have been invested and
      reinvested from time to time, in such "eligible securities" as the
      Non-Employee Director shall designate. Prior to or in the absence of a
      Non-Employee Director's designation, the Company shall designate an
      "eligible security" in which the Non-Employee Director's Deferred
      Compensation Account shall be deemed to have been invested until
      designation instructions are received from the Non-Employee Director.
      Eligible securities are those securities designated by the Chief Financial
      Officer of the Company. 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 Non-Employee Director'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 Non-Employee
      Director's Deferred Compensation Account.


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      Notwithstanding anything to the contrary in this Section 3(b), in the
      event the Company actually purchases or sells such securities in the
      quantities and at the times the securities are deemed to be purchased or
      sold for a Non-Employee Director'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 herein "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.


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      The Treasurer may also designate a Fund Manager to provide services which
      may include recordkeeping, Non-Employee Director accounting, Non-Employee
      Director communication, payment of installments to the Non-Employee
      Director, tax reporting and any other services specified by the Company in
      agreement with the Fund Manager.

(c)   Payments. A Non-Employee Director'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 Chief Executive Officer, the
      Company 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 and any fiduciary of the Plan.

(d)   Statements. At least one time per year the Company or the Company's
      designee will furnish each Non-Employee Director a written statement
      setting forth the current balance in the Non-Employee Director's Deferred
      Compensation Account, the amounts credited or debited to such account
      since the last statement and the payment schedule of deferred amounts and
      deemed gains, losses and earnings accrued thereon as provided by the
      deferred payment option selected by the Non-Employee Director.


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Section 4. Deferred Payment Options

(a)   Payment Options for Cash Compensation and the Value of Restricted Stock or
      Restricted Stock Units or Awards. A Non-Employee Director, at the time
      notice of an indication of preference to defer Cash Compensation or the
      Value of Restricted Stock or Restricted Stock Units or Awards is given,
      shall also specify in writing whether the Cash Compensation or the Value
      of Restricted Stock or Restricted Stock Units or Awards deferred by such
      indication and any deemed gains, losses and earnings accrued thereon is to
      be paid in one lump sum or in annual installments of not less than 5 nor
      more than 10. If a lump sum payment is selected, the Non-Employee Director
      will specify the date the lump sum payment is to be made so long as the
      date is the first day of a calendar quarter and is at least one year from
      the date of the election or is specified as the first day of the calendar
      quarter following retirement from the Board of Directors. If annual
      installments of not less than 5 nor more than 10 are selected, the first
      installment will begin as soon as practicable after the first day of the
      calendar quarter which is on or after the Non-Employee Director's
      retirement. After a payment option is selected the first time a
      Non-Employee Director defers Cash Compensation or the value of Restricted
      Stock or Restricted Stock Units or Awards, all subsequent deferrals of
      Cash Compensation and/or the value of Restricted Stock or Restricted Stock
      Units or Awards will have the same payment option.

b)    Payment Options for Retirement Payment.


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      (i)   The payment option for a deferred Retirement Payment for a
            Non-Employee Director who has previously deferred Cash Compensation
            or the Value of Restricted Stock or Restricted Stock Units or Awards
            will be the same as the payment option for the deferred
            Compensation.

      (ii)  The payment option for a deferred Retirement Payment for a
            Non-Employee Director who has not previously deferred Cash
            Compensation or the Value of Restricted Stock or Restricted Stock
            Units or Awards will be 10 annual installments with the first
            installment to begin as soon as practicable after the first day of
            the calendar quarter which is on or after the Non-Employee
            Director's Retirement, except that a different payment schedule may
            be selected by the Non-Employee Director at the time the
            Non-Employee Director submits a preference to defer all or part of
            the lump sum Retirement payment. The payment options in this
            situation are: annual installments of not less than 5 nor more than
            10, semi-annual installments of not less than 10 nor more than 20,
            or quarterly installments of not less than 20 nor more than 40. The
            first installment to commence as soon as practicable after any date
            specified by the Non-Employee Director, so long as such date is the
            first day of a calendar quarter and is at least one year from the
            date the payout option was selected. Subject to Section 5, if the
            CEO, accepts the Non-Employee Director's indication of preference,
            the method of payment of the deferred Retirement Payment shall
            become irrevocable.


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(c)   Payment Option Revision. If a Non-Employee Director specified annual
      installments of not less than 5 nor more than 10 pursuant to Section 4(a)
      herein, the Non-Employee Director may at any time during a period
      beginning 365 days prior to and ending 90 days prior to the date the
      Non-Employee Director terminates Board service due to (a) not being
      nominated for election to the Board; or (b) not being reelected to Board
      service after being so nominated; or (c) resignation from Board service as
      a result of the Director's disability or any reason acceptable to a
      majority of the remaining members of the Board of Directors ("Retires" or
      "Retirement"), or as soon as practicable if there are less than 90 days
      prior to Retirement in the manner prescribed by the Company, revise such
      payment option and select one of the following payment options in place of
      such payment option:

      (i)   annual installments of not less than 5 nor more than 10,

      (ii)  semi-annual installments of not less than 10 nor more than 20, or

      (iii) quarterly installments of not less than 20 nor more than 40,

      with the first installment to commence, as soon as practicable following
      any date specified by the Non-Employee Director so long as such date is
      the first day of a calendar quarter, is on or after the Non-Employee
      Director's Retirement Date, is at least one year from the date the payment
      option was revised and is no later than five (5) years after the
      Non-Employee Director's Retirement Date.

(d)   Installment Amount. The amount of each installment shall be determined by
      dividing the balance in the Non-Employee Director's Deferred Compensation
      Account as of the date the installment is to be paid, by the number of
      installments remaining to be paid (inclusive


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      of the current installment).

Section 5. Death of Non-Employee Director

Upon the death of a Non-Employee Director, the Non-Employee Director's
beneficiary or beneficiaries designated in accordance with Section 6 of this
Plan, or, in the absence of an effective beneficiary designation, the surviving
spouse, the surviving children (natural or adopted) in equal shares, or the
Estate of the deceased Non-Employee Director, in that order of priority, shall
receive the beneficiary's or beneficiaries' portion of the payments in
accordance with the deferred payment schedule selected by the Non-Employee
Director, whether the Non-Employee Director's death occurred before or after
such payments have commenced; provided, however, such payments may be made in a
different manner if the beneficiary or beneficiaries entitled to receive 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.

Section 6. Designation of Beneficiary

Each Non-Employee Director who defers under this Plan shall designate a
beneficiary or beneficiaries to receive the entire balance of the Non-Employee
Director's Deferred Compensation Account by giving signed written notice of such
designation to the Corporate Secretary. The Non-Employee Director may from time
to time change or cancel any previous


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beneficiary designation in the same manner. The last written beneficiary
designation received by the Corporate Secretary shall be controlling over any
prior designation and over any testamentary or other disposition. After receipt
by the Corporate Secretary of such written designation, it shall take effect as
of the date on which it was signed by the Non-Employee Director, whether the
Non-Employee Director is living at the time of such receipt, but without
prejudice to the Company on account of any payment made under this Plan before
receipt of such designation.

Section 7. Nonassignability

The right of a Non-Employee Director or beneficiary or other person who becomes
entitled to receive payments under this Plan shall not be pledged, assigned or
subject to garnishment, attachment or any other legal process by the creditors
of or other claimants against the Non-Employee Director, beneficiary, or other
such person.

Section 8. Administration, Interpretation and Amendment

The Plan shall be administered by the Chief Executive Officer of the Company.
The decision of the Chief Executive Officer with respect to any questions
arising as to the interpretation of this Plan, including the severability of any
and all of the provisions thereof, shall be final, conclusive and binding. The
Company reserves the right to amend this Plan from time to time or to terminate
the Plan entirely, provided, however, that no amendment may affect the balance
in a Non-Employee Director's account on the effective date of the amendment. In
the event of


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termination of the Plan, the Chief Executive Officer in the Chief Executive
Officer's sole discretion, may elect to pay in one lump sum as soon as
practicable after termination of the Plan, the balance then in the Non-Employee
Director's account.

Section 9. Nonsegregation

Amounts deferred pursuant to this Plan and the crediting of amounts to a
Non-Employee Director'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 Non-Employee
Director 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 Account.

Section 10. Funding

All amounts payable under the Plan are unfunded and unsecured benefits and shall
be paid solely from the general assets of the Company and any rights accruing to
the Non-Employee Director or the beneficiary under this Plan shall be those of
an unsecured general creditor; provided, however, that the Company may establish
a grantor trust to pay part or all of its Plan payment obligations so long as
the Plan remains unfunded for federal tax purposes.


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Section 11. Miscellaneous

(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 Delaware except to the extent that said laws
      have been preempted by the laws of the United States.

Section 12. Effective Date of the Plan

This Plan is amended and restated effective as of December 10, 2001.

Section 13. Continuing Directors and Noncontinuing Directors

Notwithstanding anything contained in this Plan to the contrary:

(a)   Elections made by a Non-Employee Director who is a member of the board of
      directors (the "ConocoPhillips Board") of ConocoPhillips (a "Continuing
      Director") immediately following the closing (the "Closing") of the
      transactions (the "Merger") contemplated by the Agreement and Plan of
      Merger dated as of November 18, 2001 by and among Phillips


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      Petroleum Company, CorvettePorsche Corp., Porsche Merger Corp., Corvette
      Merger Corp., and Conoco Inc. (the "Merger Agreement") shall be effective
      for the following compensation received from ConocoPhillips with respect
      to service as a Continuing Director for the portion of calendar year 2002
      that follows the Closing, without any action on the part of such
      Continuing Director, Phillips Petroleum Company or ConocoPhillips: (i) the
      deferral of the receipt of Cash Compensation, (ii) the receipt of
      Unrestricted Stock in lieu of Cash Compensation or Stock Compensation,
      (iii) the receipt of Restricted Stock in lieu of Cash Compensation or
      Stock Compensation, (iv) the deferral of the lapsing of restrictions on
      Restricted Stock that would otherwise lapse, (v) the deferral of receipt
      of the value of all or part of the Common Stock which would otherwise be
      delivered to the Continuing Director as a result of restrictions being
      lapsed; and (vi) the deferral of receipt of a lump sum payment from the
      Non-employee Director Retirement Plan; and

(b)   ConocoPhillips shall be the co-sponsor of this Plan and shall be the
      obligor hereunder with respect to compensation of Continuing Directors for
      services on the ConocoPhillips Board that is deferred hereunder;

(c)   A Continuing Director shall not be deemed to have "retired" or otherwise
      terminated service as a Non-Employee Director for any purpose of this Plan
      solely as a result of such director's ceasing to be a director of Phillips
      Petroleum Company in connection with the Merger, and no distributions of
      the Continuing Directors' account balances under the Plan shall be made
      solely as a result of the consummation of the transactions contemplated by
      the Merger Agreement. For any Continuing Director, service as a member of
      the ConocoPhillips Board shall be treated as service as a Non-Employee


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      Director, and "retirement" or any other termination of service from the
      ConocoPhillips Board shall be deemed to be a retirement or termination of
      service (as applicable) as a Non-Employee Director for all purposes of
      this Plan.

(d)   Each individual who ceases to be a Non-Employee Director in connection
      with the Merger who is not a Continuing Director shall be deemed to have
      retired as of the Closing Date for purposes of this Plan (including,
      without limitation, for purposes of Section 4).


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