ORIGINAL FOR EXECUTION
APPROVED VICE PRESIDENT HUMAN RESOURCES
EFFECTIVE JANUARY 1, 2005
KEY EMPLOYEE MISSED CREDITED SERVICE RETIREMENT PLAN OF
The purpose of the Key Employee Missed Credited Service Retirement Plan of ConocoPhillips (the “Plan”) is to
attract and retain key employees by restoring retirement benefits which are missing for certain periods of
Company service. This Plan is intended to be and shall be administered as an unfunded benefit plan for a select
group of Highly Compensated Employees.
PRE-AMERICAN JOBS CREATION ACT OF 2004 (“AJCA”)
Benefits under this Plan, formerly the Key Employee Missed Credited Service Retirement Plan of Phillips
Petroleum Company, (the “Phillips Plan”), that commenced prior to January 1, 2005 (“AJCA-grandfathered
benefits”), shall be subject exclusively to the terms and conditions of the Phillips Plan in effect or before October
3, 2004. No change in the ConocoPhillips Retirement Plan adopted subsequent to such date and no change in
the Phillips Plan or in the Key Employee Missed Credited Service Retirement Plan of ConocoPhillips adopted
after such date shall apply to an AJCA-grandfathered benefit. Provided, however, for purposes of this
paragraph, benefits shall be deemed to have commenced prior to January 1, 2005 and shall be AJCA-
grandfathered benefits if the relevant corporate officer or committee approved the employee’s petition regarding
time and form of payment before January 1, 2005 even if the benefit commenced after December 31, 2004. The
“relevant corporate officer or committee” means the person or persons
with the authority under the Phillips Plan to approve a petition regarding the time and form of payment.
SECTION I. Definitions .
As used in this Plan:
(a) “Board” shall mean the board of directors of the Company.
(b) “Code” shall mean the Internal Revenue Code of 1986, as amended