DEFINED CONTRIBUTION MAKE-UP PLAN OF CONOCOPHILLIPS

 

Section 1. Definitions.

 

For purposes of the Plan, the following terms, as used herein, shall have the meaning specified:

 

(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 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 the unallocated shares of Stock allocated to Stock Savings Feature participants and beneficiaries as of a Stock Savings Feature Semiannual Allocation Date or Supplemental Allocation Date (as defined in the CPSP) by (ii) an amount equal to the total net Stock Savings Feature employee deposits used in the calculation of the Stock Savings Feature Semiannual Allocation or Supplemental Allocation (as defined in the CPSP).

 

(d)           “Beneficiary” shall mean a person or persons designated by a Participant to receive, in the event of death, any unpaid portion of a Participant’s Benefit from this Plan. Any Participant may designate one or more persons primarily or contingently as beneficiaries in writing upon forms supplied by and delivered to the Company, and may revoke such designations in writing. If a Participant fails to properly designate a beneficiary, then the Benefits will be paid in the following order of priority:

(i)            Surviving spouse; then

(ii)           Surviving children in equal shares; then

(iii)          To the estate of the Participant.

 

(e)           “Benefit” shall mean an obligation of the Company to pay amounts from this Plan.

 

(f)            “Board” shall mean the Board of Directors of the Company, as it may be comprised from time to time.

 

(g)           “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, or any successor statute.

 

(h)           “Company” shall mean ConocoPhillips Company, a Delaware corporation, or any

 

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successor corporation. The Company is a subsidiary of ConocoPhillips.

 

(i)            “ConocoPhillips” shall mean ConocoPhillips, a Delaware corporation, or any successor corporation. ConocoPhillips is a publicly held corporation and the parent of the Company.

 

(j)            “CPSP” shall mean the ConocoPhillips Savings Plan.

 

(k)           “CPSP Pay” shall mean “Pay” as defined in the CPSP.

 

(l)            “DCMP Pay” shall mean “Pay” as defined in the CPSP without regard to Pay Limitations or voluntary salary reduction under provisions of the KEDCP.

 

(m)          “Election Form” shall mean a written form, including one in electronic format, provided by the Plan Administrator pursuant to which a Participant may elect the time and form of payment of his or her Benefit.

 

(n)           “Employee” shall mean any individual who is a salaried employee of the Company or any Participating Subsidiary.

 

(o)           “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, or any successor statute.

 

(p)           “Frozen Plan” shall mean Title I of the Defined Contribution Make-Up Plan of ConocoPhillips.

 

(q)           “Highly Compensated Employee” shall mean an Employee whose DCMP Pay exceeds the amount set forth in Code Section 401(a)(17), as amended from time to time, or who is eligible to elect a voluntary salary reduction under the provisions of the KEDCP.

 

(r)            “Investment Options” shall mean the investment options, as determined from time to time by the Plan Administrator, used to credit earnings, gains, and losses on Supplemental Thrift Feature Account and Supplemental Stock Savings Feature Account balances.

 

(s)           “KEDCP” shall mean the Key Employee Deferred Compensation Plan of ConocoPhillips or any similar or successor plan maintained by an Affiliated Company.

 

(t)            “Leveraged Stock Fund” shall mean an Investment Option under this Plan that is accounted for as if investments were made in the common stock, $0.01 par value, of ConocoPhillips, although no such actual investments need be made, with accounting entries being sufficient therefor.

 

(u)           “Ongoing Plan” shall mean Title II of the Defined Contribution Make-Up Plan of

 

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ConocoPhillips.

 

(v)           “Participant” shall mean an Employee who is eligible to receive a Benefit from this Plan as a result of being a Highly Compensated Employee and any person for whom a Supplemental Thrift Feature Account and/or a Supplemental Stock Savings Feature Account is maintained.

 

(w)          “Participating Subsidiary” shall mean a subsidiary of ConocoPhillips, which has adopted the CPSP, and one or more Employees of which are Participants eligible to make deposits to the CPSP, or are eligible for Benefits pursuant to this Plan.

 

(x)            “Pay Limitations” shall mean the compensation limitations applicable to the CPSP that are set forth in Code section 401(a)(17), as adjusted.

 

(y)           “Plan” shall mean the Defined Contribution Make-Up Plan of ConocoPhillips.

 

(z)            “Plan Administrator” shall mean the Manager, Compensation and Benefits, of the Company, or his successor.

 

(aa)         “Plan Year” means January 1 through December 31.

 

(bb)         “Separation from Service” shall mean the date on which the Participant terminates employment with the Company and its Affiliated Companies within the meaning of Code section 409A, whether by reason of disability, retirement, or otherwise.

 

(cc)         “Stock” shall mean shares of common stock, $0.01 par value, issued by ConocoPhillips.

 

(dd)         “Stock Savings Feature” shall mean the Stock Savings Feature of the CPSP.

 

(ee)         “Supplemental Stock Savings Contributions” shall mean an amount equal to 1% of the amount of the Participant’s DCMP Pay for a Plan Year that is in excess of the Participant’s CPSP Pay for such Plan Year.

 

(ff)           “Supplemental Stock Savings Feature Account” shall mean the Plan Benefit account of a Participant that reflects the portion of his or her Benefit that is intended to replace certain Stock Savings Feature benefits to which the Participant might otherwise be entitled but for the application of the Pay Limitations and/or a voluntary salary reduction under the KEDCP.

 

(gg)         “Supplemental Thrift Contributions” shall mean an amount equal to 1.25% of the amount of the Participant’s DCMP Pay for a Plan Year that is in excess of the Participant’s