ORIGINAL FOR EXECUTION
APPROVED VP, HR DECEMBER 29, 2005
KEY EMPLOYEE DEFERRED COMPENSATION PLAN OF
(Effective for benefits earned and vested prior to
January 1, 2005)
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. This Plan is the
continuation of the Key Employee Deferred Compensation Plan of Phillips Petroleum Company, of the Conoco
Inc. Global Variable Compensation Deferral Program, and of the portions of the Conoco Inc. Salary Deferral &
Savings Restoration Plan consisting of Salary Deferral Obligations and Retiree Obligations, and all deferrals made
under any of those plans, programs, or arrangements shall continue under their terms and the terms of this Plan.
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. Other than earnings,
gains, and losses, no further benefits shall accrue under Title I of this Plan after December 31, 2004.
This Title I of the Plan is intended (1) to be a “grandfathered” plan pursuant to 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.