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                                                                   Exhibit 10.22

                                                      BOARD OF DIRECTORS AMENDED
                                                                 AUGUST 26, 2002

                           PHILLIPS PETROLEUM COMPANY
                      STOCK PLAN FOR NON-EMPLOYEE DIRECTORS

                        ARTICLE I - PURPOSES OF THE PLAN

The purposes of this Plan are to enable non-employee members of the Board of
Directors to acquire additional stock ownership and further alignment with
shareholders of the Company, and to attract and retain highly qualified
individuals as directors of this Company without significantly changing the
total amount of non-employee director compensation.

                            ARTICLE II - DEFINITIONS

1. "Award" shall mean a grant of Restricted Stock or Unrestricted Stock pursuant
to this Plan.

2. "Beneficiary" means a person or persons designated by a Non-Employee Director
to receive, in the event of death, any shares of Common Stock held by the
Non-Employee Director under this Plan. Any Non-Employee Director may designate
one or more persons primarily or contingently as beneficiaries in writing upon
forms supplied by and delivered to the Company, and may revoke such designations
in writing. If a Non-Employee Director fails effectively to designate a
beneficiary, then such shares will be paid in the following order of priority:
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      (i)   Surviving Spouse,

      (ii)  Surviving children (natural or adopted) in equal shares,

      (iii) To the Estate of the Non-Employee Director.

3. "Board" means the Board of Directors of the Company.

4. "Cash Compensation" shall mean the portion of the total compensation that is
payable in cash to the Non-Employee Director for services rendered as a
Non-Employee Director.

5. "Change of Control" shall mean:

      (i) The acquisition by any individual, entity or group (within the meaning
of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 as
amended (a "Person")) of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Securities Exchange Act of 1934) of 20% or more of either
(a) the then outstanding shares of Common Stock of the Company (the "Outstanding
Company Common Stock") or (b) the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in the election of
directors (the "Outstanding Company Voting Securities"); provided, however, that
for purposes of this subsection (i), the following acquisitions shall not
constitute a Change of Control: (A) any acquisition directly from the Company,
(B) any acquisition by the Company, (C) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company or (D) any acquisition pursuant to a


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transaction which complies with clauses (A), (B) and (C) of Subparagraph (iii)
of this Paragraph 5; or

      (ii) Individuals who, as of August 26, 2002, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a director subsequent to
August 26, 2002, whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or

      (iii) Approval by the shareholders of the Company of a reorganization,
merger or consolidation or sale or other disposition of all or substantially all
of the assets of the Company or the acquisition of assets of another entity (a
"Corporate Transaction"), in each case, unless, following such Corporate
Transaction, (A) all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of the Outstanding Company Common
Stock and Outstanding Company Voting Securities immediately prior to such
Corporate Transaction beneficially own, directly or indirectly, more than 60%
of, respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting


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securities entitled to vote generally in the election of directors, as the case
may be, of the corporation resulting from such Corporate Transaction (including,
without limitation, a corporation which as a result of such transaction owns the
Company or all or substantially all of the Company's assets either directly or
through one or more subsidiaries) in substantially the same proportions as their
ownership, immediately prior to such Corporate Transaction of the Outstanding
Company Common Stock and Outstanding Company Voting Securities, as the case may
be, (B) no Person (excluding any employee benefit plan (or related trust) of the
Company or such corporation resulting from such Corporate Transaction)
beneficially owns, directly or indirectly, 20% or more of, respectively, the
then outstanding shares of common stock of the corporation resulting from such
Corporate Transaction or the combined voting power of the then outstanding
voting securities of such corporation except to the extent that such ownership
existed prior to the Corporate Transaction and (C) at least a majority of the
members of the board of directors of the corporation resulting from such
Corporate Transaction were members of the Incumbent Board at the time of the
execution of the initial agreement, or of the action of the Board, providing for
such Corporate Transaction; or

      (iv) Approval by the shareholders of the Company of a complete liquidation
or dissolution of the Company.

6. "Chief Executive Officer" shall mean the Chief Executive Officer of the
Company.


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7. "Company" shall mean ConocoPhillips.

8. "Common Stock" shall mean the common stock of the Company having a par value
of $.01 per share.

9. "Disability" shall mean that condition in which, by reason of bodily injury
or disease, a Non-Employee Director is prevented from serving in such capacity.
All determinations of Disability shall be made by a physician selected by the
Chief Executive Officer.

10. "Fair Market Value" in reference to a share of Common Stock of the Company
shall be deemed equal to the average of the reported highest and lowest sales
prices per share of such Common Stock on the applicable date, or the last
trading day before the applicable day if such date is not a trading day, as
reported on the composite tape of the New York Stock Exchange transactions for
the applicable date, as reported in the Wall Street Journal.

11. "Non-Employee Director" shall mean a member of the Board who is not an
employee or former employee of the Company or any of its subsidiaries.

12. "Normal Retirement Date" shall mean the date of the Annual Stockholders
Meeting of the Company in the year in which the director is no longer eligible
for election as a director as determined by the


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Bylaws of the Company, currently the year in which the director attains age 71.

13. "Plan" shall mean the Phillips Petroleum Company Stock Plan for Non-Employee
Directors, including any amendments thereto as may hereafter from time to time
be adopted.

14. "Restricted Stock" shall mean Common Stock awarded under this Plan, which is
subject to certain forfeiture and transferability restrictions as may be
provided in the Plan.

15. "Retires" or "Retirement" shall mean the termination of Board service due to
(a) the Non-Employee Director's not being nominated for election to the Board;
(b) the Non-Employee Director's not being reelected to Board service after being
so nominated; or (c) the Non-Employee Director's resignation from Board service
as a result of the director's Disability.

16. "Stock Compensation" shall mean the portion of the total compensation that
is payable in Common Stock to the Non-Employee Director for services rendered as
a Non-Employee Director.

17. "Unrestricted Stock" shall mean Common Stock either Awarded under this Plan
to a Non-Employee Director as part of the Non-Employee Director's compensation
for Board service or issued to such Director upon the lapsing of restrictions on
Restricted Stock, and which is nonforfeitable and free of transferability
restrictions under the


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Plan.

                            ARTICLE III - ELIGIBILITY

Each Non-Employee Director who is participating in the Non-Employee Director
Retirement Plan of Phillips Petroleum Company ( the "NED Retirement Plan") on
December 31, 1997, and (i) whose Normal Retirement Date is after 1998, and (ii)
who consents in writing on or before February 27, 1998, to receive an Award of
Restricted Stock in this Plan in lieu of a benefit from the NED Retirement Plan,
is eligible to participate and shall be a participant in this Plan. All
Non-Employee Directors who are first elected to serve on the Board after 1997
are eligible and will participate in this Plan. After the date of the 1998
Annual Stockholders Meeting of the Company, all Non-Employee Directors of the
Company are eligible and will participate in this Plan.

                       ARTICLE IV - AWARDS OF COMMON STOCK

1. There shall be an Award of shares of Restricted Stock to each eligible
Non-Employee Director representing the converted present value of the accrued
benefit of each Non-Employee Director who has consented in writing on or before
February 27, 1998, to the conversion of his or her benefits under the NED
Retirement Plan to such an Award under this Plan, such Award to be made
effective in its entirety on the first business day of March 1998, for prior
service and in lieu of a benefit payable from the NED Retirement Plan. Such
Award shall be


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equal to the converted present value of the Non-Employee Director's benefits
under the NED Retirement Plan (the "Conversion Amount"). The Conversion Amount
shall be determined by calculating to a single lump sum the present value of the
monthly payment provided under the NED Retirement Plan using the December 1,
1997 rate of the 30-year Treasury Bond as quoted in the Federal Reserve
Statistical Release Bulletin No. H.15 and the number of Years of Service (as
defined in the NED Retirement Plan) through December 31, 1997, and assuming that
such monthly payments are deemed to begin on January 1, 1998. The number of
shares Awarded pursuant to this Paragraph 1 shall be determined by dividing the
Conversion Amount by (i) the Fair Market Value of the Common Stock as of January
12, 1998, and rounding up to the next higher whole number.

2. On the first business day of March, 1998, there shall be an Award of 400
shares of Restricted Stock to each eligible Non-Employee Director for past
service during the director's then-current term of office.

3. Subject to Paragraph 4 of this Article IV, after December 31, 1998, there
shall be an Award of shares of Unrestricted Stock to each Non-Employee Director
each calendar year equal to the value of the stock portion of the total
compensation to be received for Board service, such Award to be made effective
in its entirety on the first business day in January of each year for past
service during the director's then-current term of office; or in respect of a
Non-Employee Director who served in such term of office only subsequent to


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the first of January of that term of office and prior to the Annual Stockholders
Meeting of the Company for that year, then such Award shall be effective in its
entirety on the fifteenth day of the month following the month of such
director's election, for past services during the first term in which the
Non-Employee Director serves. The number of shares of Unrestricted Stock to be
determined by dividing the value of the applicable Stock Compensation amount by
the Fair Market Value and rounding up to the next higher whole number.

4. After December 31, 1998, for each Non-Employee Director whose preference to
receive Restricted Stock in lieu of part or all of the Non-Employee Director's
Award of Unrestricted Stock has been approved, there shall be an additional
Award of shares of Restricted Stock to each such Non-Employee Director each
calendar year that such preference is approved, such Award to be made effective
in its entirety at the time the Unrestricted Stock would have been issued for
past service, representing the number of shares of Unrestricted Stock which the
Non-Employee Director has indicated a preference to receive as Restricted Stock.
Such indication of preference shall be made in the manner and at the times
provided in the Deferred Compensation Plan for Non-Employee Directors of
Phillips Petroleum Company ("DCPNED"). The Restricted Stock Awarded pursuant to
this Paragraph in lieu of such Unrestricted Stock shall thereafter be subject to
the terms of this Plan and be subject to forfeiture and all restrictions as
Restricted Stock under the terms of this Plan.

5. After December 31, 1998, for each Non-Employee Director whose


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preference to receive Unrestricted Stock and/or Restricted Stock in lieu of part
or all of the Non-Employee Director's Cash Compensation has been approved, there
shall be an additional Award of shares of Unrestricted Stock and/or Restricted
Stock to each such Non-Employee Director each year that such preference is
approved, such Award to be made effective in its entirety at the time the Cash
Compensation would have been paid for past service. The number of shares of
Unrestricted Stock or Restricted Stock to be determined by dividing the
applicable Cash Compensation amount by the Fair Market Value and rounding up to
the next higher whole number. Such indication of preference shall be made in the
manner and at the times provided in the Deferred Compensation Plan for
Non-Employee Directors of Phillips Petroleum Company. The Restricted Stock
Awarded pursuant to this Paragraph shall thereafter be subject to the terms of
this Plan and be subject to forfeiture and all restrictions as Restricted Stock
under the terms of this Plan.

6. Each Non-Employee Director who receives an Award of Restricted Stock on the
first business day of March 1998 pursuant to Paragraphs 1 or 2 of this Article
shall also receive an Award of a dividend equivalent to be determined as though
such shares Awarded to the director on the first business day of March 1998 were
continuously held by the Plan for the director from the first business day of
January 1998 until the first business day of March 1998. All dividends earned on
any Restricted Stock held under this Plan (including dividend equivalent amounts
Awarded pursuant to the preceding sentence) shall be reinvested in additional
shares of Restricted Stock


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on the date such dividends are payable and such additional shares of Restricted
Stock shall be subject to the terms and conditions generally applicable to
Restricted Stock under the Plan. The number of shares of Restricted Stock
acquired through this reinvestment of dividends shall be acquired at the Fair
Market Value of Common Stock on the date such dividends are payable and shall be
purchased through the Company's dividend reinvestment program if practicable;
provided, however if not purchased through the dividend reinvestment program,
the shares purchased with dividends shall be rounded up to the next higher whole
number.

7. The Restricted Stock held for the benefit of each Non-Employee Director shall
be held in escrow for the Non-Employee Director by the Treasurer of the Company.
The Non-Employee Director will have all rights of ownership to such Restricted
Stock including, but not limited to, voting rights and the right to receive
dividends (provided such dividends must be reinvested in Restricted Stock), and
other distributions, except that the Non-Employee Director shall not have the
right to sell, transfer, assign, pledge or otherwise dispose of such shares
until the escrow is terminated. The escrow shall end as to shares of such stock
on the earliest date restrictions on Restricted Stock lapse pursuant to Article
V.

8. Upon termination of the Restricted Stock escrow, the Company shall deliver to
the Non-Employee Director his or her shares of such Common Stock free of any
restrictions. Unless the Non-Employee Director has requested to defer receipt in
the manner and at the times


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provided in the DCPNED, the director will receive such unrestricted shares of
Common Stock as soon as practicable after the termination of the escrow as to
those shares. A Non-Employee Director who has properly and timely elected to
have receipt of part or all of the shares of Restricted Stock for which
restrictions lapse deferred shall receive instead a credit to his or her account
in the DCPNED in an amount and at the time determined pursuant to the terms of
the DCPNED.

            ARTICLE V - TERMS AND CONDITIONS OF RESTRICTED STOCK

1. All Restricted Stock Awarded or held under the Plan shall be subject to the
following terms and conditions:

      A. Shares of Restricted Stock shall be, subject to Subparagraph B of this
      Article V, forfeitable, nontransferable and nonassignable and may not be
      pledged, anticipated, assigned (either at law or in equity), alienated, or
      subject to attachment, garnishment, levy, execution, or other legal or
      equitable process until the restrictions lapse pursuant to Subparagraphs B
      or C hereof.

      B. Each share of Restricted Stock shall become nonforfeitable,
      transferable and all restrictions shall lapse upon the earliest to occur
      of (i) the Non-Employee Director's Retirement, including Retirement due to
      Disability, (ii) the Non-Employee Director's death, (iii) the Non-Employee
      Director's termination from Board service for any reason in connection
      with or within one-year


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      following a Change of Control, (iv) a Change of Control; provided, that, a
      Corporate Transaction under Paragraph 5(iii) of Article II shall be a
      Change of Control for purposes of this clause (iv) only if clause (C) of
      Paragraph 5(iii) of Article II is not satisfied in connection with such
      Corporate Transaction, of (v) the Non-Employee Director's termination of
      Board service for any reason other than those described in clauses (i),
      (ii), and (iii), but only if a majority of the remaining directors of the
      Board consent to the vesting of such shares and the lapsing of such
      restrictions.

      C. Shares of Restricted Stock shall become nonforfeitable, transferable
      and all restrictions shall lapse on the first business day of October of
      each year in the following amounts unless the Non-Employee Director has
      elected, under the terms of the DCPNED, to delay the lapsing of such
      restrictions until the day of the Director's retirement:

            (i) 20% of all shares of Restricted Stock held under the Plan for
            the Non-Employee Director in the year in which he or she will attain
            age 66;

            (ii) 25% of all shares of Restricted Stock held under the Plan for
            the Non-Employee Director in the year in which he or she will attain
            age 67;

            (iii) 33 1/3 % of all shares of Restricted Stock held under


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            the Plan for the Non-Employee Director in the year in which he or
            she will attain age 68;

            (iv) 50% of all shares of Restricted Stock held under the Plan for
            the Non-Employee Director in the year in which he or she will attain
            age 69; and

            (v) 100% of all shares of Restricted Stock held under the Plan for
            the Non-Employee Director in the year in which he or she will attain
            age 70.

                            ARTICLE VI - ADJUSTMENTS

Subject to any required action by the Company's shareholders, if the class of
shares of Restricted Stock then subject to the Plan is changed into or exchanged
for a different number or kind of shares or securities, as the result of any one
or more reorganizations, recapitalizations, stock splits, reverse stock splits,
stock dividends or similar events, or in the event of a sale by the Company of
all or a significant part of its assets, or any distribution to its shareholders
other than a normal cash dividend, an adjustment shall be made in the number
and/or type of shares or securities for which Restricted Stock has been or may
thereafter be Awarded under this Plan so as to prevent dilution or enlargement
of rights.

                    ARTICLE VII - ADMINISTRATION OF THE PLAN


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The Plan shall be administered by the Chief Executive Officer who is authorized
to adopt rules and regulations, to make determinations under and such
determinations of, and to take steps in connection with the Plan as the Chief
Executive Officer deems necessary or advisable, and to appoint agents as the
Chief Executive Officer deems appropriate for the proper administration of the
Plan. Each determination, interpretation, or other action made or taken pursuant
to the provisions of the Plan by the Chief Executive Officer shall be reported
to the Board and once so reported shall be final and shall be binding and
conclusive for all purposes and upon all persons.

                          ARTICLE VIII - MISCELLANEOUS

1. The Chief Executive Officer may rely upon information reported to him or her
by officers or employees of the Company with delegated responsibilities and
shall not be liable for any act of commission or omission of others or, except
in circumstances involving his or her own bad faith, for any act taken or
omitted by himself or herself.

2. The Plan and each Award hereunder shall be subject to all applicable laws and
the rules and regulations of governmental authorities promulgated thereunder.

3. Shares of Common Stock received with respect to Restricted Stock received
pursuant to a stock split, dividend reinvestment, stock dividend or other change
in the capitalization of the Company will be held subject to the same
restrictions on transferability that are


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applicable to such shares Awarded hereunder as Restricted Stock.

4. All amounts payable under this 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 his or her Beneficiaries under the Plan
shall be those of a 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.

5. 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.

6. 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.

                      ARTICLE X - AMENDMENT OR TERMINATION

The Board of Directors of the Company may amend or terminate the Plan. No
amendment or termination of the Plan shall deprive any Non-Employee Director or
former Non-Employee Director or any Beneficiary of any rights or benefits
accrued to the date of such amendment or termination.


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                                   ARTICLE XI

The Board or an authorized Committee of the board consisting solely of
Non-Employee Directors may from time to time grant stock, other stock-based
Awards under the Plan, including without limitations those awards pursuant to
which shares of stock are or may in the future be acquired, Awards denominated
in stock units, securities convertible into stock, phantom securities and
dividend equivalents. The Board or such Committee shall determine the terms and
conditions of such other stock and stock-based Awards, provided that such Awards
shall not be inconsistent with the terms and purposes of this Plan.

                          ARTICLE XII - EFFECTIVE DATE

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


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