ORIGINAL FOR EXECUTION
APPROVED VP, HR DECEMBER 29, 2005
KEY EMPLOYEE DEFERRED COMPENSATION PLAN OF
(Effective for benefits earned or vested after
December 31, 2004)
The purpose of the Key Employee Deferred Compensation Plan of ConocoPhillips (the “Plan”) is to attract and
retain key employees by providing them with an opportunity to defer receipt of cash amounts which otherwise
would be paid to them under various compensation programs or plans by the Company. Title I of this Plan is
effective with regard to benefits earned and vested prior to January 1, 2005, while Title II of this Plan is effective
with regard to benefits earned or vested after December 31, 2004. Earnings, gains, and losses shall be allocated
to the Title of the Plan to which the underlying obligations giving rise to them are allocated.
This Title II of the Plan is intended (1) to comply with Code section 409A, as enacted as part of the American
Jobs Creation Act of 2004, and official guidance issued thereunder, 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.
(a) “Affiliated Company” shall mean any corporation or other entity that is treated as a single employer
with the Company under section 414(b) or (c) of the Code.
(b) “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.
(c) “Award” shall mean the United States cash dollar amount (i) allotted to an Employee u