ORIGINAL FOR EXECUTION
APPROVED VP, HR DECEMBER 29, 2005
DEFINED CONTRIBUTION MAKE-UP PLAN
(Effective for benefits earned and vested prior to
January 1, 2005)
The Defined Contribution Make-Up Plan of ConocoPhillips is intended to provide certain specified benefits to
Highly Compensated Employees whose benefits under the ConocoPhillips Savings Plan might otherwise be
limited. 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.
For purposes of the Plan, the following terms, as used herein, shall have the meaning specified:
(a) “Affiliated Company” shall mean ConocoPhillips and any company or other legal entity that is
controlled, either directly or indirectly, by ConocoPhillips.
(b) “Affiliated Group” shall mean ConocoPhillips and its subsidiaries and affiliates in which it owns a 5%
or more equity interest.
(c) “Allocation Ratio” shall mean the ratio determined by dividing (i) an amount equal to the total value of