CONOCOPHILLIPS EXECUTIVE SEVERANCE PLAN

Exhibit 10.23

CONOCOPHILLIPS
EXECUTIVE SEVERANCE PLAN

(Amended and Restated Effective as of December 31, 2008)

Effective October 1, 2004, the Company adopted this the ConocoPhillips Executive Severance Plan (the “Plan”) for the benefit of certain employees of the Company and its subsidiaries. It was amended and restated effective January 1, 2005. This amendment and restatement of the Plan shall be effective December 31, 2008. Any Eligible Employee (as defined below) having a Severance Date (as defined below) prior to December 31, 2008, shall have benefits under this Plan determined in accordance with the provisions of this Plan as they existed prior to this amendment and restatement. Any Eligible Employee (as defined below) having a Severance Date (as defined below) on or after December 31, 2008, shall have benefits under this Plan determined in accordance with the provisions of this Plan pursuant to this amendment and restatement. 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 “Board” means the Board of Directors of the Company.

1.2 “Cause” means (i) the willful and continued failure by the Eligible Employee to substantially perform the Eligible Employee’s duties with the Employer (other than any such failure resulting from the Eligible Employee’s incapacity due to physical or mental illness), or (ii) the willful engaging, not in good faith, by the Eligible Employee in conduct which is demonstrably injurious to the Company or any of its subsidiaries, monetarily or otherwise.

1.3 “Code” means the Internal Revenue Code of 1986, as it may be amended from time to time.

1.4 “Company” means ConocoPhillips or any successors thereto.

1.5 Controlled Group” shall mean ConocoPhillips and its Subsidiaries.

1.6 “Credited Compensation” of a Severed Employee means the aggregate of the Severed Employee’s annual base salary plus his or her annual incentive compensation, each as further described below. For purposes of this definition, (a) annual base salary shall be determined

immediately prior to the Severance Date and (b) annual incentive compensation shall be deemed to equal the Severed Employee’s most recently established target (determined at one hundred percent of target) for annual incentive compensation for such employee prior to such employee’s Severance Date pursuant to the Variable Cash Incentive Program or its successor program maintained by the Employer.

1.7 “Effective Date” means, as applicable, the date first stated above as the original effective date of this Plan or the effective date of this Plan as amended and restated.

1.8 “Eligible Employee” means any employee that is a Tier 1 Employee or a Tier 2 Employee, other than those employees who are listed on Exhibit B.

1.9 “Employer” means the Company or any of its subsidiaries.

1.10 “Person” means any individual, firm, corporation, partnership, association, trust, unincorporated organization, or other entity.

1.11 “Plan” means the ConocoPhillips Executive Severance Plan, as set forth herein, as it may be amended from time to time.

1.12 “Plan Administrator” means the person or persons appointed from time to time by the Board, which appointment may be revoked at any time by the Board.

1.13 “Retirement Plans” means the ConocoPhillips Retirement Plan and the ConocoPhillips Key Employee Supplemental Retirement Plan.

1.14 “Separation from Service” means the date on which the Participant separates from service with the Controlled Group within the meaning of Code section 409A, whether by reason of death, disability, retirement, or otherwise. In determining Separation from Service, with regard to a bona fide leave of absence that is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where such impairment causes the Employee to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a 29-month period of absence shall be substituted for the six-month period set forth in section 1.409A-1(h)(1)(i) of the regulations issued under section 409A of the Code, as allowed thereunder.

1.15 “Severance” means the termination of an Eligible Employee’s employment with the Employer by the Employer other than for Cause. An Eligible Employee will not be considered to have incurred a Severance if his employment is discontinued by reason of the Eligible Employee’s death or a physical or mental condition causing such Eligible Employee’s inability to substantially perform his duties with the Employer and entitling him or her to benefits under any long-term sick pay or disability income policy or program of the Employer. Furthermore, an Eligible Employee will not be considered to have incurred a Severance if employment with the Employer is discontinued after the Eligible Employee has been offered employment with another employer that has purchased

a subsidiary or division of the Company or all or substantially all of the assets of an a subsidiary or division of the Company and the offer of employment from the other employer is at the same or greater salary and the same or greater target bonus as the Eligible Employee has at that time from the Employer. Still further, an Eligible Employee will not be considered to have incurred a Severance if employment with the Employer is discontinued and the Eligible Employee is also eligible for payments under the ConocoPhillips Key Employee Change in Control Severance Plan, effective October 1, 2004, or as subsequently amended, or under the Conoco Inc. Key Employee Severance Plan, as amended and restated effective October 1, 2001, and as subsequently amended. Furthermore, in order to be considered a Severance, the termination must also meet the requirements of a Separation from Service.

1.16 “Severance Date” means the date on which an Eligible Employee incurs a Severance.

1.17 “Severance Pay” means the payment determined pursuant to Section 2.1 hereof.

1.18 “Severed Employee” means an Eligible Employee who has incurred a Severance.

1.19 “Subsidiary” means any corporation or other entity that is treated as a single employer with ConocoPhillips, under section 414(b) or (c) of the Code; provided, that in making this determination, in applying section 1563(a)(1), (2), and (3) of the Code for purposes of determining a controlled group of corporations under section 414(b) of the Code and for purposes of determining trades or businesses (whether or not incorporated) under common control under regulation section 1.414(c)-2 for purposes of section 414(c) of the Code, the language “at least 80%” shall be used without substitution as allowed under regulations pursuant to section 409A of the Code.

1.20 “Tier 1 Employee” means any employee of the Employer who is in salary grade 26 or above (under the salary grade schedule of the Company on the Effective Date, with appropriate adjustment for any subsequent change in such salary grade schedule) on the Severance Date.

1.21 “Tier 2 Employee” means any employee of the Employer, other than a Tier 1 Employee, who is in salary grade 23 or above (under the salary grade schedule of the Company on the Effective Date, with appropriate adjustment for any subsequent change in such salary grade schedule) on the Severance Date.

SECTION 2. BENEFITS .

2.1 Subject to Section 2.7, each Severed Employee shall be entitled to receive Severance Pay equal to the sum of the amounts determined under Sections 2.1(a), (b), and (c). Furthermore, for purposes of Employer compensation plans, programs, and arrangements, each Severed Employee shall be considered to have been laid off by the Employer.