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 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

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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)           “CPSP” shall mean the ConocoPhillips Savings Plan.

(i)            “Committee” shall mean the Compensation Committee of the Board of Directors of ConocoPhillips or any successor committee with substantially the same responsibilities.

(j)            “Company” shall mean ConocoPhillips Company, a Delaware corporation, or any successor corporation.

(k)           “Disability” shall mean the inability, in the opinion of the Medical Director of ConocoPhillips, of a Participant, because of an injury or sickness, to work at a reasonable occupation that is available with a member of the Affiliated Group.

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

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(m)          “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended and in effect from time to time, or any successor statute.

(n)           “Highly Compensated Employee” shall mean an Employee whose compensation 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.

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

(p)           “Layoff” or “Laid Off” shall mean layoff under the Phillips Layoff Plan, the Work Force Stabilization Plan of Phillips Petroleum Company, the Phillips Petroleum Company Executive Severance Plan, the Conoco Severance Pay Plan, the Conoco Inc. Key Employee Severance Plan, or any similar plan which the Company, any Participating Subsidiary, or a member of the Affiliated Group may adopt from time to time under the terms of which the Participant executes and does not revoke a general release of liability, acceptable to the Company, Participating Subsidiary, or a member of the Affiliated Group, as applicable, under such layoff plan.

(q)           “Other Obligations” shall mean the “Other Obligations” as defined in the Amendment to and Merger of Amended and Restated Conoco Inc. Salary Deferral & Savings Restoration Plan into Key Employee Deferred Compensation Plan of ConocoPhillips and Defined Contribution Make-Up Plan of ConocoPhillips, pursuant to which a portion of the Amended

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and Restated Conoco Inc. Salary Deferral & Savings Restoration Plan is merged into this Plan effective October 3, 2003.

(r)            “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.

(s)           “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.

(t)            “Pay” shall mean “Pay” as defined in the CPSP except without regard to Pay Limitations or voluntary Salary Reduction under provisions of the KEDCP.

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

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

(w)          “Retirement” shall mean termination of employment with the Company, a Participating Subsidiary, or a member of the Affiliated Group that qualifies the Employee for Retirement as that term is defined in the applicable provisions of the ConocoPhillips Retirement Plan, the Retirement Plan of

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Conoco, or of the applicable retirement plan of a member of the Affiliated Group.  Notwithstanding the foregoing, an Employee will not be considered to be in Retirement for purposes of this Plan if he is entering Retirement under the Retirement Plan of Conoco prior to age 55, unless he had attained age 50 on or before August 30, 2002.