KEY EMPLOYEE CHANGE IN CONTROL SEVERANCE PLAN
(Amended and Restated Effective December 31, 2008)
Effective October 1, 2004, the Company adopted the ConocoPhillips Key Employee Change in Control
Severance Plan (the “Plan”) for the benefit of certain employees of the Company and its subsidiaries. This
amendment and restatement of the Plan shall be effective December 31, 2008.
All capitalized terms used herein are defined in Section 1 hereof. This Plan is intended to be a plan
maintained primarily for the purpose of providing deferred compensation for a select group of management or
highly compensated employees, within the meaning of Title I of the Employee Retirement Income Security Act of
1974, as amended and shall be interpreted in a manner consistent with such intention.
SECTION 1. DEFINITIONS . As hereinafter used:
1.1 “Affiliate” has the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations under the
Exchange Act, as in effect on the Effective Date.
1.2 “Associate” means, with reference to any Person, (a) any corporation, firm, partnership, association,
unincorporated organization, or other entity (other than the Company or a subsidiary of the Company) of which
such Person is an officer or general partner (or officer or general partner of a general partner) or is, directly or
indirectly, the Beneficial Owner of 10% or more of any class of equity securities, (b) any trust or other estate in
which such Person has a substantial beneficial interest or as to which such Person serves as trustee or in a similar
fiduciary capacity, and (c) any relative or spouse of such Person, or any relative of such spouse, who has the same
home as such Person.
1.3 “Beneficial Owner” means, with reference to any securities, any Person if:
(a) such Person or any of such Person’s Affiliates and Associates, directly or indirectly, is the “beneficial
owner” of (as determined pursuant to Rule 13d-3 of the General Rules and Regulations under the Exchange