exv10w20w3






Exhibit 10.20.3




FIRST AMENDMENT TO

TITLE II OF THE

KEY EMPLOYEE DEFERRED COMPENSATION PLAN

OF CONOCOPHILLIPS COMPANY




     Effective December 19, 2008, ConocoPhillips Company (the “Company”) amended and restated the
Key Employee Deferred Compensation Plan (“KEDCP”) for the benefit of certain employees of the
Company and its affiliates.



     The Company desires to amend the KEDCP by adding an Appendix for Select New Hires effective
October 6, 2010.



     Pursuant to the foregoing, the KEDCP is hereby amended by appending to the end thereof the
following Appendix for Select New Hires:



“APPENDIX FOR SELECT NEW HIRES

TO TITLE II OF THE

KEY EMPLOYEE DEFERRED COMPENSATION PLAN OF

CONOCOPHILLIPS



     For Select New Hires, as set forth in resolutions adopted from time to time by the Human
Resources and Compensation Committee of the Board of Directors of ConocoPhillips, or its successor,
the following provisions apply:




	 	1.	 	The Select New Hire will, effective on the first day of employment with the
Controlled Group, become a Participant in Title II of the Key Employee Deferred
Compensation Plan of ConocoPhillips. A Deferred Compensation Account will be created for
the Select New Hire in the Plan. The amount set forth in the applicable resolution will be
credited to the Deferred Compensation Account for the Select New Hire not less than 30
days after the first day of employment of the Select New Hire. Section 5(a) of the Plan
shall be disregarded with respect to the Deferred Compensation Account, and in lieu
thereof the Select New Hire shall be asked to complete and return to the Plan
Administrator election forms to set the time and form of distribution with regard to the
Deferred Compensation Account either before the first day of employment or no later than
30 days after the first day of employment. Other than with regard to the timing of the
initial distribution election (as set forth in the preceding sentence), other provisions
of Section 5 of the Plan shall apply to the Deferred Compensation Account, including
default provisions in the event that a properly completed initial distribution election
form is not received within the time set forth in the preceding sentence. For purposes of
Section 5(b)(ii) of the Plan, the amount set forth in the table below shall be considered
to be a deferred portion of an Incentive Compensation Plan award.






	 	2.	 	The resolution granting participation to the Select New Hire will also set the
vesting schedule for the Deferred Compensation Account provided pursuant to




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	 	 	 	paragraph 1 of this Appendix.






	 	3.	 	All other provisions of the Plan will apply to the Deferred Compensation Account and
the Select New Hire as a Participant in the Plan.






	 	4.	 	Nothing in this Appendix is intended to affect the other operations of the Plan, such
as Salary reductions and deferrals or Incentive Compensation Plan deferrals. If the Select
New Hire is, under the provisions of the Plan, otherwise eligible to participate in the
Plan, the Select New Hire may do so in accordance with those provisions.”





Executed October 6, 2010




For ConocoPhillips Company




	 	 	 	 	 
	 	 	 
	 	/s/ Carin S. Knickel
 	 
	 	Carin S. Knickel 	 
	 	Vice President, Human Resources 	 
	 




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